Delaware
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37-1744899
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1450 Centrepark Boulevard, Suite 210
West Palm Beach, Florida
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33401
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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Accelerated filer
o
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Non-Accelerated filer
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Smaller reporting company
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Class
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August 5, 2016
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Common Stock, par value $0.01 per share
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229,597,246 shares
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Page
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Terms
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Definitions
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Platform; We; Us; Our; the Company
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Platform Specialty Products Corporation, a Delaware corporation, and its subsidiaries, collectively.
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Acquisitions
|
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Agriphar Acquisition, Alent Acquisition, Arysta Acquisition, CAS Acquisition, MacDermid Acquisition, OMG Acquisition and OMG Malaysia Acquisition, collectively.
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Agriphar
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Percival and its agrochemical business, Agriphar.
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Agriphar Acquisition
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Acquisition of a 100% interest in Agriphar, completed on October 1, 2014.
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AIs
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Active ingredients.
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Alent
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Alent plc, a formerly public limited company registered in England and Wales.
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Alent Acquisition
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Acquisition of a 100% interest in Alent, completed on December 1, 2015 under the U.K. Companies Act 2006, as amended.
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Amended and Restated Credit Agreement
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Platform’s credit agreement dated April 12, 2007, as amended and/or restated on June 7, 2013, October 31, 2013 (Amendment No. 1), August 6, 2014 (Second Amended and Restated Credit Agreement and the further amendments pursuant to Amendment No. 2), October 1, 2014 (Incremental Amendment No. 1), February 13, 2015 (Amendment No. 3) and December 3, 2015 (Amendment No.4).
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Annual Report
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Platform's annual report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 11, 2016.
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Arysta
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Arysta LifeScience Limited, a formerly Irish private limited company.
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Arysta Acquisition
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Acquisition of a 100% interest in Arysta, completed on February 13, 2015.
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Arysta Seller
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Nalozo, L.P., an affiliate of the Original Arysta Seller who became the seller in the Arysta Acquisition pursuant to an amendment to the share purchase agreement dated February 11, 2015.
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ASU
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Accounting Standards Update.
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Asset-Lite, High-Touch
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Platform’s philosophy and business model focused on dedicating extensive resources to research and development and highly technical customer service teams, while limiting investments in fixed assets and capital expenditures.
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Board
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Platform’s board of directors.
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CAS
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The Chemtura AgroSolutions business of Chemtura.
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CAS Acquisition
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Acquisition of a 100% interest in CAS, completed on November 3, 2014.
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Chemtura
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Chemtura Corporation, a Delaware corporation.
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Credit Facilities
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The First Lien Credit Facility and the Revolving Credit Facility, collectively, available under the Amended and Restated Credit Agreement.
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Domestic Pension Plan
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MacDermid, Incorporated Employees’ Pension Plan (as amended and restated, effective January 1, 2009), a non-contributory domestic defined benefit pension plan.
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Domestication
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Platform’s change of jurisdiction of incorporation from the British Virgin Islands to Delaware on January 22, 2014.
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EBITDA
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Earnings before interest, taxes, depreciation and amortization.
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ESPP
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Platform Specialty Products Corporation 2014 Employee Stock Purchase Plan, adopted by the Board on March 6, 2014 and approved by Platform’s stockholders at the annual meeting held on June 12, 2014.
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E.U.
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European Union.
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EURO Tranche C Term Loans
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Tranche C term loans, denominated in Euros, borrowed by Platform in connection with the Alent, Arysta and CAS Acquisitions.
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Exchange Act
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Securities Exchange Act of 1934, as amended.
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Exchange Agreement
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Exchange Agreement, dated October 25, 2013, between Platform and the fiduciaries of the MacDermid, Incorporated Profit Sharing and Employee Savings Plan.
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FASB
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Financial Accounting Standard Board.
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FCPA
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Foreign Corrupt Practices Act of 1977.
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February 2015 Notes Offering
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Private offering of $1.10 billion aggregate principal amount of 6.50% USD Notes due 2022 and €350 million aggregate principal amount of 6.00% EUR Notes due 2023, completed on February 2, 2015.
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Terms
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Definitions
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First Lien Credit Facility
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First lien credit facility available under the Amended and Restated Credit Agreement.
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Founder Entities
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Mariposa Acquisition, LLC and Berggruen Holdings Ltd. and its affiliates, collectively.
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GBP
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Platform's Global BioSolutions Portfolio within its Agricultural Solutions segment, which includes biostimulants, innovative nutrition and biocontrol products.
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GVAP
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Platform’s Global Value Added Portfolio within its Agricultural Solutions segment, which includes products in the herbicides, insecticides, fungicides and seed treatment categories, based on patented or proprietary off-patent AIs.
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June 2015 Equity Offering
|
|
Underwritten public offering of 18,226,414 shares of its common stock at a public offering price of $26.50 per share, which closed on June 29, 2015, raising gross proceeds of approximately $483 million.
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LTCB
|
|
Platform's Long Term Cash Bonus plan, established in March 2015.
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MacDermid
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MacDermid, Incorporated, a Connecticut corporation.
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MacDermid Acquisition
|
|
Platform’s acquisition on October 31, 2013 of substantially all of the equity of MacDermid Holdings, which, at the time, owned approximately 97% of MacDermid. As a result, Platform became a holding company for the MacDermid business. Platform acquired the remaining 3% of MacDermid on March 4, 2014, pursuant to the terms of the Exchange Agreement.
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MacDermid Europe
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MacDermid European Holdings, B.V., a company organized under the laws of the Netherlands and a subsidiary of Platform.
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MacDermid Funding
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MacDermid Funding LLC, a limited liability company organized under the laws of Delaware and a subsidiary of Platform.
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MacDermid Holdings
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MacDermid Holdings, LLC which, at the time of the MacDermid Acquisition, owned approximately 97% of MacDermid, a subsidiary of MacDermid Holdings.
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MAS Holdings
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MacDermid Agricultural Solutions Holdings B.V., a company organized under the laws of the Netherlands and a subsidiary of Platform.
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NAV
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Net asset value.
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NAIP
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Netherlands Agricultural Investment Partners LLC, a company organized under the laws of Delaware and a subsidiary of Platform.
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NYSE
|
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New York Stock Exchange.
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November 2015 Notes Offering
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Private offering of $500 million aggregate principal amount of 10.375% senior notes due 2021, completed on November 10, 2015.
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OMG
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OM Group, Inc., a Delaware corporation.
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OMG Businesses
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OMG's Electronic Chemicals and Photomasks businesses, collectively, other than OMG Malaysia.
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OMG Malaysia
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OMG Electronic Chemicals (M) Sdn Bhd, a subsidiary of OMG located in Malaysia, acquired separately by Platform in the OMG Malaysia Acquisition.
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OMG Acquisition
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Platform's acquisition of 100% interest in the OMG Businesses completed on October 28, 2015.
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OMG Malaysia Acquisition
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Platform's acquisition of 100% interest in OMG Malaysia completed on January 31, 2016.
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Original Arysta Seller
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Nalozo S.à.r.l., a Luxembourg limited liability company and the original seller in the Arysta Acquisition.
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PDH
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Platform Delaware Holdings, Inc., a subsidiary of Platform.
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PDH Common Stock
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Shares of common stock of PDH.
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Percival
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Percival S.A., a société anonyme incorporated and organized under the laws of Belgium, acquired by Platform on October 1, 2014.
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Quarterly Report
|
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This quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2016.
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Retaining Holder
|
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Each Holder of an equity interest of MacDermid Holdings immediately prior to the closing of the MacDermid Acquisition, not owned by Platform, who executed a RHSA.
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Revolving Credit Facility
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Revolving Credit Facility (in U.S. Dollars or multicurrency) available under the Amended and Restated Credit Agreement.
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RHSA
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Retaining Holder Securityholders’ Agreement dated as of October 31, 2013 entered into by and between Platform and each Retaining Holder pursuant to which they agreed to exchange their respective interests in MacDermid Holdings for shares of PDH Common Stock, at an exchange rate of $11.00 per share plus (i) a proportionate share of the $100 million contingent consideration and (ii) an interest in certain MacDermid pending litigation.
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Terms
|
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Definitions
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RSUs
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Restricted stock units issued by Platform from time to time under the 2013 Plan.
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SEC
|
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Securities and Exchange Commission.
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Security Agreement
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Amended and Restated Pledge and Security Agreement, amended and restated as of October 31, 2013, as amended, supplemented and modified from time to time, entered into by Platform, MacDermid and the guarantors listed therein.
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Second Amended and Restated Credit Agreement
|
|
Second Amended and Restated Credit Agreement, dated as of August 6, 2014, among, inter alia, Platform, MacDermid Holdings, MacDermid, the subsidiaries of Platform and MacDermid Holdings from time to time parties thereto, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent and collateral agent.
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Senior Notes
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Our 6.00% EUR Notes due 2023, 6.50% USD Notes due 2022 and 10.375% USD Notes due 2021, collectively.
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Series A Preferred Stock
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2,000,000 shares of Platform’s Series A convertible preferred stock which were automatically converted from ordinary shares held by the Founder Entities upon the Domestication, and which are convertible into shares of Platform’s common stock, on a one-for-one basis, at any time at the option of the Founder Entities.
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Series B Convertible Preferred Stock
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600,000 shares of Platform’s Series B convertible preferred stock issued to the Arysta Seller in connection with the Arysta Acquisition on February 13, 2015, which are convertible into a maximum of 22,107,590 shares of Platform's common stock at the option of the Arysta Seller.
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SERP
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Supplemental Executive Retirement Plan for executive officers of Platform.
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U.S. Dollar Tranche B Term Loans
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Tranche B term loans, denominated in U.S. Dollars, borrowed by Platform in connection with the Alent, Arysta and CAS Acquisitions.
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U.S. GAAP
|
|
Generally accepted accounting principles in the United States.
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2013 Plan
|
|
Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan adopted by the Board on October 31, 2013, as amended on December 16, 2013 and approved by Platform’s stockholders at the annual meeting held on June 12, 2014.
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2016 Annual Meeting
|
|
Platform's annual meeting of stockholders held on June 2, 2016.
|
2016 Q1 Form 10-Q
|
|
Platform's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2016, as filed with the SEC on May 10, 2016.
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401K Plan
|
|
MacDermid, Incorporated Profit Sharing and Employee Savings Plan.
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6.00% EUR Notes due 2023
|
|
Platform’s 6.00% senior notes due 2023 denominated in Euros issued in the February 2015 Notes Offering.
|
6.50% USD Notes due 2022
|
|
Platform’s 6.50% senior notes due 2022 denominated in U.S. Dollars issued in the February 2015 Notes Offering.
|
10.375% USD Notes due 2021
|
|
Platform's 10.375% senior notes due 2021 denominated in U.S. Dollars issued in the November 2015 Notes Offering.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
$
|
921.6
|
|
|
$
|
675.1
|
|
|
$
|
1,745.4
|
|
|
$
|
1,209.9
|
|
Cost of sales
|
541.0
|
|
|
406.5
|
|
|
1,008.8
|
|
|
734.2
|
|
||||
Gross profit
|
380.6
|
|
|
268.6
|
|
|
736.6
|
|
|
475.7
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||
Selling, technical, general and administrative
|
265.2
|
|
|
206.2
|
|
|
549.2
|
|
|
398.2
|
|
||||
Research and development
|
20.5
|
|
|
18.4
|
|
|
40.4
|
|
|
31.3
|
|
||||
Total operating expenses
|
285.7
|
|
|
224.6
|
|
|
589.6
|
|
|
429.5
|
|
||||
Operating profit
|
94.9
|
|
|
44.0
|
|
|
147.0
|
|
|
46.2
|
|
||||
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net
|
(97.4
|
)
|
|
(51.1
|
)
|
|
(191.2
|
)
|
|
(90.5
|
)
|
||||
Loss on derivative contracts
|
(5.4
|
)
|
|
(1.4
|
)
|
|
(10.7
|
)
|
|
(1.4
|
)
|
||||
Foreign exchange gain (loss)
|
25.0
|
|
|
(15.1
|
)
|
|
(46.2
|
)
|
|
18.8
|
|
||||
Other income, net
|
1.7
|
|
|
14.3
|
|
|
4.0
|
|
|
16.0
|
|
||||
Total other expense
|
(76.1
|
)
|
|
(53.3
|
)
|
|
(244.1
|
)
|
|
(57.1
|
)
|
||||
Income (loss) before income taxes and non-controlling interests
|
18.8
|
|
|
(9.3
|
)
|
|
(97.1
|
)
|
|
(10.9
|
)
|
||||
Income tax (expense) benefit
|
(26.9
|
)
|
|
0.2
|
|
|
(45.3
|
)
|
|
(24.5
|
)
|
||||
Net loss
|
(8.1
|
)
|
|
(9.1
|
)
|
|
(142.4
|
)
|
|
(35.4
|
)
|
||||
Net income attributable to the non-controlling interests
|
(0.7
|
)
|
|
(3.1
|
)
|
|
(1.2
|
)
|
|
(3.5
|
)
|
||||
Net loss attributable to common stockholders
|
$
|
(8.8
|
)
|
|
$
|
(12.2
|
)
|
|
$
|
(143.6
|
)
|
|
$
|
(38.9
|
)
|
Loss per share
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
(0.04
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.63
|
)
|
|
$
|
(0.20
|
)
|
Diluted
|
$
|
(0.04
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.63
|
)
|
|
$
|
(0.20
|
)
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
229.6
|
|
|
192.8
|
|
|
229.5
|
|
|
192.3
|
|
||||
Diluted
|
229.6
|
|
|
192.8
|
|
|
229.5
|
|
|
192.3
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss
|
$
|
(8.1
|
)
|
|
$
|
(9.1
|
)
|
|
$
|
(142.4
|
)
|
|
$
|
(35.4
|
)
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), before tax
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments:
|
131.0
|
|
|
88.7
|
|
|
452.5
|
|
|
(263.8
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Pension and post-retirement plans:
|
|
|
|
|
|
|
|
||||||||
Tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||
Pension and post-retirement plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Unrealized (loss) gain on available for sale securities:
|
|
|
|
|
|
|
|
||||||||
Unrealized holding (loss) gain on available for sale securities
|
(1.8
|
)
|
|
0.3
|
|
|
(2.3
|
)
|
|
0.2
|
|
||||
Unrealized (loss) gain on available for sale securities
|
(1.8
|
)
|
|
0.3
|
|
|
(2.3
|
)
|
|
0.2
|
|
||||
Tax benefit
|
0.6
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
||||
Unrealized (loss) gain on available for sale securities, net of tax
|
(1.2
|
)
|
|
0.3
|
|
|
(1.6
|
)
|
|
0.2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments revaluation:
|
|
|
|
|
|
|
|
||||||||
Unrealized hedging loss arising during the period, net
|
(5.8
|
)
|
|
—
|
|
|
(16.8
|
)
|
|
—
|
|
||||
Derivative financial instruments revaluation
|
(5.8
|
)
|
|
—
|
|
|
(16.8
|
)
|
|
—
|
|
||||
Tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Derivative financial instruments revaluation, net of tax
|
(5.8
|
)
|
|
—
|
|
|
(16.8
|
)
|
|
—
|
|
||||
Total other comprehensive income (loss), net of tax
|
124.0
|
|
|
89.0
|
|
|
434.1
|
|
|
(264.1
|
)
|
||||
Other comprehensive (income) loss attributable to the non-controlling interests
|
(10.0
|
)
|
|
(1.6
|
)
|
|
(21.7
|
)
|
|
7.1
|
|
||||
Other comprehensive income (loss) attributable to common stockholders
|
114.0
|
|
|
87.4
|
|
|
412.4
|
|
|
(257.0
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income (loss)
|
105.9
|
|
|
78.3
|
|
|
270.0
|
|
|
(292.4
|
)
|
||||
Comprehensive income attributable to the non-controlling interests
|
(0.7
|
)
|
|
(3.1
|
)
|
|
(1.2
|
)
|
|
(3.5
|
)
|
||||
Comprehensive income (loss) attributable to common stockholders
|
$
|
105.2
|
|
|
$
|
75.2
|
|
|
$
|
268.8
|
|
|
$
|
(295.9
|
)
|
|
June 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
341.7
|
|
|
$
|
432.2
|
|
Restricted cash
|
0.9
|
|
|
0.3
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $24.2
and $14.4 at June 30, 2016 and December 31, 2015, respectively |
1,181.7
|
|
|
1,023.0
|
|
||
Inventories
|
572.7
|
|
|
517.5
|
|
||
Note receivable
|
—
|
|
|
125.0
|
|
||
Prepaid expenses and other current assets
|
171.3
|
|
|
172.5
|
|
||
Total current assets
|
2,268.3
|
|
|
2,270.5
|
|
||
Property, plant and equipment, net
|
480.3
|
|
|
491.6
|
|
||
Goodwill
|
4,370.0
|
|
|
4,021.9
|
|
||
Intangible assets, net
|
3,454.1
|
|
|
3,314.3
|
|
||
Other assets
|
99.3
|
|
|
91.9
|
|
||
Total assets
|
$
|
10,672.0
|
|
|
$
|
10,190.2
|
|
Liabilities & Stockholders' Equity
|
|
|
|
|
|
||
Accounts payable
|
$
|
393.9
|
|
|
$
|
450.3
|
|
Current installments of long-term debt and revolving credit facilities
|
161.5
|
|
|
54.7
|
|
||
Accrued salaries, wages and employee benefits
|
64.0
|
|
|
78.1
|
|
||
Accrued income taxes payable
|
76.0
|
|
|
65.1
|
|
||
Accrued expenses and other current liabilities
|
440.6
|
|
|
414.2
|
|
||
Total current liabilities
|
1,136.0
|
|
|
1,062.4
|
|
||
Long-term debt and capital lease obligations
|
5,187.2
|
|
|
5,173.6
|
|
||
Long-term retirement benefits, less current portion
|
75.6
|
|
|
80.5
|
|
||
Long-term deferred income taxes
|
733.7
|
|
|
678.8
|
|
||
Long-term contingent consideration
|
74.8
|
|
|
70.7
|
|
||
Other long-term liabilities
|
250.9
|
|
|
205.0
|
|
||
Total liabilities
|
7,458.2
|
|
|
7,271.0
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
Redeemable preferred stock - Series B
|
645.9
|
|
|
645.9
|
|
||
Stockholders' Equity
|
|
|
|
|
|
||
Preferred stock - Series A
|
—
|
|
|
—
|
|
||
Common stock 400,000,000 shares authorized, 229,597,246 and 229,464,157 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively
|
2.3
|
|
|
2.3
|
|
||
Additional paid-in capital
|
3,524.2
|
|
|
3,520.4
|
|
||
Accumulated deficit
|
(676.3
|
)
|
|
(532.7
|
)
|
||
Accumulated other comprehensive loss
|
(473.7
|
)
|
|
(886.1
|
)
|
||
Total stockholders' equity
|
2,376.5
|
|
|
2,103.9
|
|
||
Non-controlling interests
|
191.4
|
|
|
169.4
|
|
||
Total equity
|
2,567.9
|
|
|
2,273.3
|
|
||
Total liabilities, redeemable preferred shares and stockholders' equity
|
$
|
10,672.0
|
|
|
$
|
10,190.2
|
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(142.4
|
)
|
|
$
|
(35.4
|
)
|
Reconciliation of net loss from operations to net cash flows (used in) provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
168.0
|
|
|
114.2
|
|
||
Deferred income taxes
|
(24.1
|
)
|
|
18.2
|
|
||
Non-cash fair value adjustment to contingent consideration
|
4.1
|
|
|
3.6
|
|
||
Manufacturer's profit in inventory adjustment
|
11.7
|
|
|
56.7
|
|
||
Equity compensation expense
|
2.9
|
|
|
2.6
|
|
||
Foreign exchange loss (gain)
|
33.4
|
|
|
(20.4
|
)
|
||
Non-cash restructuring charges
|
4.1
|
|
|
4.7
|
|
||
Impairment loss
|
2.8
|
|
|
—
|
|
||
Amortization of deferred financing costs
|
6.7
|
|
|
4.5
|
|
||
Provision for bad debts
|
3.1
|
|
|
4.1
|
|
||
Other, net
|
4.9
|
|
|
(2.7
|
)
|
||
Changes in assets & liabilities, net of acquisitions:
|
|
|
|
||||
Accounts receivable
|
(91.0
|
)
|
|
(101.8
|
)
|
||
Inventories
|
(41.3
|
)
|
|
(41.3
|
)
|
||
Accounts payable and accrued expenses
|
(68.0
|
)
|
|
79.9
|
|
||
Other changes in assets and liabilities, net
|
11.8
|
|
|
13.4
|
|
||
Net cash flows (used in) provided by operating activities
|
(113.3
|
)
|
|
100.3
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Change in restricted cash
|
(0.6
|
)
|
|
600.0
|
|
||
Capital expenditures
|
(22.6
|
)
|
|
(29.3
|
)
|
||
Investment in registrations of products
|
(15.4
|
)
|
|
(14.6
|
)
|
||
Proceeds from disposal of property, plant and equipment
|
12.1
|
|
|
—
|
|
||
Derivative payments
|
(4.5
|
)
|
|
—
|
|
||
Acquisition of businesses, net of acquired cash
|
1.3
|
|
|
(2,856.7
|
)
|
||
Other, net
|
(0.5
|
)
|
|
0.1
|
|
||
Net cash flows used in investing activities
|
$
|
(30.2
|
)
|
|
$
|
(2,300.5
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Debt (payments) proceeds, net of discount and premium
|
$
|
(0.9
|
)
|
|
$
|
2,082.7
|
|
Change in revolving credit facilities, net
|
104.1
|
|
|
7.1
|
|
||
Repayments of borrowings
|
(17.4
|
)
|
|
(10.3
|
)
|
||
Proceeds from issuance of common stock, net
|
0.4
|
|
|
469.4
|
|
||
Payment of debt financing fees
|
(0.7
|
)
|
|
(45.5
|
)
|
||
Change in factored liabilities
|
(36.9
|
)
|
|
(18.9
|
)
|
||
Other, net
|
(1.1
|
)
|
|
(0.6
|
)
|
||
Net cash flows provided by financing activities
|
47.5
|
|
|
2,483.9
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
5.5
|
|
|
(8.8
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(90.5
|
)
|
|
274.9
|
|
||
Cash and cash equivalents at beginning of period
|
432.2
|
|
|
397.3
|
|
||
Cash and cash equivalents at end of period
|
$
|
341.7
|
|
|
$
|
672.2
|
|
Non-cash Investing Activities
|
|
|
|
|
|
||
Settlement of Note Receivable in exchange for OMG Malaysia
|
$
|
125.0
|
|
|
$
|
—
|
|
Acquisition of OMG Malaysia through the settlement of Note Receivable
|
$
|
(125.0
|
)
|
|
$
|
—
|
|
|
Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional
Paid-in Capital |
|
Accumulated
Deficit |
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total
Stockholders' Equity |
|
Non-
controlling Interest |
|
Total Equity
|
||||||||||||||||||
Balance at December 31, 2015
|
2,000,000
|
|
|
$
|
—
|
|
|
229,464,157
|
|
|
$
|
2.3
|
|
|
$
|
3,520.4
|
|
|
$
|
(532.7
|
)
|
|
$
|
(886.1
|
)
|
|
$
|
2,103.9
|
|
|
$
|
169.4
|
|
|
$
|
2,273.3
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(134.8
|
)
|
|
—
|
|
|
(134.8
|
)
|
|
0.4
|
|
|
(134.4
|
)
|
||||||||
Other comprehensive income, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
298.4
|
|
|
298.4
|
|
|
11.7
|
|
|
310.1
|
|
||||||||
Issuance of common stock to former non-founder director for exercise of stock options
|
—
|
|
|
—
|
|
|
7,642
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Conversion of PDH Common Stock into common stock
|
—
|
|
|
—
|
|
|
16,499
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
—
|
|
||||||||
Issuance of common stock under ESPP
|
—
|
|
|
—
|
|
|
35,399
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||||
Equity compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||||||
Balance at March 31, 2016
|
2,000,000
|
|
|
—
|
|
|
229,523,697
|
|
|
2.3
|
|
|
3,521.7
|
|
|
(667.5
|
)
|
|
(587.7
|
)
|
|
2,268.8
|
|
|
181.3
|
|
|
2,450.1
|
|
||||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.8
|
)
|
|
—
|
|
|
(8.8
|
)
|
|
0.7
|
|
|
(8.1
|
)
|
||||||||
Other comprehensive income, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
114.0
|
|
|
114.0
|
|
|
10.0
|
|
|
124.0
|
|
||||||||
Conversion of PDH Common Stock into common stock
|
—
|
|
|
—
|
|
|
37,445
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
—
|
|
||||||||
Issuance of common stock under ESPP
|
—
|
|
|
—
|
|
|
36,104
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||||
Equity compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
||||||||
Distribution to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||||||
Balance at June 30, 2016
|
2,000,000
|
|
|
$
|
—
|
|
|
229,597,246
|
|
|
$
|
2.3
|
|
|
$
|
3,524.2
|
|
|
$
|
(676.3
|
)
|
|
$
|
(473.7
|
)
|
|
$
|
2,376.5
|
|
|
$
|
191.4
|
|
|
$
|
2,567.9
|
|
|
Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
|
Total
Stockholders'
Equity
|
|
Non-
controlling
Interest
|
|
Total Equity
|
|||||||||||||||||||
Balance at December 31, 2014
|
2,000,000
|
|
|
$
|
—
|
|
|
182,066,980
|
|
|
$
|
1.9
|
|
|
$
|
2,812.4
|
|
|
$
|
(224.1
|
)
|
|
$
|
(130.6
|
)
|
|
$
|
2,459.6
|
|
|
$
|
93.0
|
|
|
$
|
2,552.6
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26.7
|
)
|
|
—
|
|
|
(26.7
|
)
|
|
0.4
|
|
|
(26.3
|
)
|
||||||||
Other comprehensive loss, net of taxes (as restated)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(344.4
|
)
|
|
(344.4
|
)
|
|
(8.7
|
)
|
|
(353.1
|
)
|
||||||||
Issuance of common stock to Founder Entities as stock dividend on Series A Preferred Stock declared on 12/31/14
|
—
|
|
|
—
|
|
|
10,050,290
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock to former non-founder director for exercise of stock options
|
—
|
|
|
—
|
|
|
75,000
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||||||
Conversion of PDH Common Stock into common stock
|
—
|
|
|
—
|
|
|
21,316
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
—
|
|
||||||||
Issuance of common stock under ESPP
|
—
|
|
|
—
|
|
|
7,986
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||||||
Equity compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
||||||||
Acquisition of non-controlling interest with Arysta Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.6
|
|
|
24.6
|
|
||||||||
Balance at March 31, 2015 (as revised)
|
2,000,000
|
|
|
—
|
|
|
192,221,572
|
|
|
1.9
|
|
|
2,814.3
|
|
|
(250.8
|
)
|
|
(475.0
|
)
|
|
2,090.4
|
|
|
109.1
|
|
|
2,199.5
|
|
||||||||
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.2
|
)
|
|
—
|
|
|
(12.2
|
)
|
|
3.1
|
|
|
(9.1
|
)
|
||||||||
Other comprehensive income, net of taxes (as revised)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87.4
|
|
|
87.4
|
|
|
1.6
|
|
|
89.0
|
|
||||||||
Issuance of common stock at $26.50 per share in June 2015 Equity Offering
|
—
|
|
|
—
|
|
|
18,226,414
|
|
|
0.2
|
|
|
482.8
|
|
|
—
|
|
|
—
|
|
|
483.0
|
|
|
—
|
|
|
483.0
|
|
||||||||
Issuance costs in connection with June 2015 Equity Offering
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.8
|
)
|
|
—
|
|
|
—
|
|
|
(14.8
|
)
|
|
—
|
|
|
(14.8
|
)
|
||||||||
Conversion of PDH Common Stock into common stock
|
—
|
|
|
—
|
|
|
406,217
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|
(4.7
|
)
|
|
—
|
|
||||||||
Issuance of common stock under ESPP
|
—
|
|
|
—
|
|
|
6,841
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||||||
Equity compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
||||||||
Balance at June 30, 2015
|
2,000,000
|
|
|
$
|
—
|
|
|
210,861,044
|
|
|
$
|
2.1
|
|
|
$
|
3,287.9
|
|
|
$
|
(263.0
|
)
|
|
$
|
(387.6
|
)
|
|
$
|
2,639.4
|
|
|
$
|
109.1
|
|
|
$
|
2,748.5
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
OMG Malaysia
|
$
|
7.4
|
|
|
$
|
—
|
|
|
$
|
12.9
|
|
|
$
|
—
|
|
Alent
|
229.4
|
|
|
—
|
|
|
449.0
|
|
|
—
|
|
||||
OMG
|
25.8
|
|
|
—
|
|
|
53.0
|
|
|
—
|
|
||||
Arysta
|
366.1
|
|
|
341.9
|
|
|
649.7
|
|
|
519.4
|
|
||||
Total
|
$
|
628.7
|
|
|
$
|
341.9
|
|
|
$
|
1,164.6
|
|
|
$
|
519.4
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
OMG Malaysia
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
Alent
|
16.5
|
|
|
—
|
|
|
15.1
|
|
|
—
|
|
||||
OMG
|
1.4
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
||||
Arysta
|
(94.4
|
)
|
|
(61.5
|
)
|
|
(165.1
|
)
|
|
(65.8
|
)
|
||||
Total
|
$
|
(74.7
|
)
|
|
$
|
(61.5
|
)
|
|
$
|
(148.5
|
)
|
|
$
|
(65.8
|
)
|
(amounts in millions)
|
OMG Malaysia
|
|
Alent
|
|
OMG Businesses
|
||||||
Consideration
|
|
|
|
|
|
||||||
Cash, net
|
$
|
(1.3
|
)
|
|
$
|
1,507.0
|
|
|
$
|
239.1
|
|
Equity instruments
|
—
|
|
|
231.4
|
|
|
—
|
|
|||
Note receivable settlement
|
125.0
|
|
|
—
|
|
|
—
|
|
|||
Total consideration
|
$
|
123.7
|
|
|
$
|
1,738.4
|
|
|
$
|
239.1
|
|
|
|
|
|
|
|
||||||
Acquisition costs
|
$
|
0.5
|
|
|
$
|
29.4
|
|
|
$
|
7.4
|
|
|
|
|
|
|
|
||||||
Identifiable assets acquired and liabilities assumed
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
4.3
|
|
|
$
|
177.4
|
|
|
$
|
33.1
|
|
- less uncollectible
|
—
|
|
|
(1.8
|
)
|
|
(1.6
|
)
|
|||
Accounts receivable - fair value
|
4.3
|
|
|
175.6
|
|
|
31.5
|
|
|||
Inventories
|
6.4
|
|
|
116.1
|
|
|
13.2
|
|
|||
Other current assets
|
0.2
|
|
|
29.3
|
|
|
1.6
|
|
|||
Property, plant and equipment
|
4.7
|
|
|
192.2
|
|
|
35.1
|
|
|||
Identifiable intangible assets
|
38.3
|
|
|
682.9
|
|
|
77.9
|
|
|||
Other assets
|
—
|
|
|
38.3
|
|
|
0.2
|
|
|||
Current liabilities
|
(3.5
|
)
|
|
(181.8
|
)
|
|
(21.5
|
)
|
|||
Non-current deferred tax liability
|
(10.0
|
)
|
|
(139.6
|
)
|
|
(13.6
|
)
|
|||
Other long term liabilities
|
—
|
|
|
(345.2
|
)
|
|
(2.9
|
)
|
|||
Total identifiable net assets
|
40.4
|
|
|
567.8
|
|
|
121.5
|
|
|||
Goodwill
|
83.3
|
|
|
1,170.6
|
|
|
117.6
|
|
|||
Total purchase price
|
$
|
123.7
|
|
|
$
|
1,738.4
|
|
|
$
|
239.1
|
|
|
OMG Malaysia
|
|
Alent
|
|
OMG Businesses
|
|
Total
|
||||||||||||||||||||
(amounts in millions)
|
Fair Value
|
|
Weighted average useful life (years)
|
|
Fair Value
|
|
Weighted average useful life (years)
|
|
Fair Value
|
|
Weighted average useful life (years)
|
|
Fair Value
|
|
Weighted average useful life (years)
|
||||||||||||
Customer lists
|
$
|
35.0
|
|
|
25.0
|
|
|
$
|
391.4
|
|
|
14.7
|
|
|
$
|
49.0
|
|
|
24.3
|
|
|
$
|
475.4
|
|
|
16.5
|
|
Developed technology
|
3.3
|
|
|
5.0
|
|
|
203.3
|
|
|
10.0
|
|
|
28.0
|
|
|
10.0
|
|
|
234.6
|
|
|
9.9
|
|
||||
Tradenames
|
—
|
|
|
—
|
|
|
85.8
|
|
(1)
|
20.0
|
|
|
0.9
|
|
|
10.0
|
|
|
86.7
|
|
|
18.3
|
|
||||
In process - R&D
|
—
|
|
|
—
|
|
|
2.4
|
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
||||
Total
|
$
|
38.3
|
|
|
23.3
|
|
|
$
|
682.9
|
|
|
13.2
|
|
|
$
|
77.9
|
|
|
19.0
|
|
|
$
|
799.1
|
|
|
14.3
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Pro forma revenue
|
$
|
921.6
|
|
|
$
|
951.2
|
|
|
$
|
1,748.3
|
|
|
$
|
1,848.4
|
|
Pro forma net (loss) income attributable to stockholders
|
(8.1
|
)
|
|
17.7
|
|
|
(127.3
|
)
|
|
(46.7
|
)
|
(amounts in millions)
|
June 30,
2016 |
|
December 31, 2015
|
||||
Finished goods
|
$
|
365.8
|
|
|
$
|
340.1
|
|
Work in process
|
43.8
|
|
|
28.5
|
|
||
Raw materials and supplies
|
163.1
|
|
|
148.9
|
|
||
Total inventory, net
|
$
|
572.7
|
|
|
$
|
517.5
|
|
(amounts in millions)
|
|
June 30,
2016 |
|
December 31, 2015
|
||||
Land and leasehold improvements
|
|
$
|
107.4
|
|
|
$
|
107.9
|
|
Buildings and improvements
|
|
137.1
|
|
|
143.8
|
|
||
Machinery, equipment, fixtures and software
|
|
297.5
|
|
|
276.8
|
|
||
Assets under capital lease
|
|
|
|
|
||||
Land and buildings
|
|
8.0
|
|
|
6.4
|
|
||
Machinery and equipment
|
|
5.6
|
|
|
5.1
|
|
||
Total property, plant and equipment
|
|
555.6
|
|
|
540.0
|
|
||
Accumulated depreciation
|
|
(93.6
|
)
|
|
(64.3
|
)
|
||
Accumulated amortization of capital leases
|
|
(6.8
|
)
|
|
(5.5
|
)
|
||
Total accumulated depreciation and amortization
|
|
455.2
|
|
|
470.2
|
|
||
Construction in process
|
|
25.1
|
|
|
21.4
|
|
||
Property, plant and equipment, net
|
|
$
|
480.3
|
|
|
$
|
491.6
|
|
(amounts in millions)
|
Performance
Solutions
|
|
Agricultural Solutions
|
|
Total
|
||||||
December 31, 2015
|
$
|
2,147.2
|
|
|
$
|
1,874.7
|
|
|
$
|
4,021.9
|
|
Addition from acquisitions
|
66.9
|
|
|
—
|
|
|
66.9
|
|
|||
Purchase accounting adjustments
|
46.3
|
|
|
—
|
|
|
46.3
|
|
|||
Other
|
—
|
|
|
(2.4
|
)
|
|
(2.4
|
)
|
|||
Foreign currency translation
|
5.4
|
|
|
231.9
|
|
|
237.3
|
|
|||
June 30, 2016
|
$
|
2,265.8
|
|
|
$
|
2,104.2
|
|
|
$
|
4,370.0
|
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(amounts in millions)
|
Weighted Average Useful Life (years)
|
|
Gross Carrying
Amount and Foreign Exchange
|
|
Accumulated
Amortization and
Foreign Exchange
|
|
Net Book
Value
|
|
Gross Carrying
Amount and Foreign Exchange
|
|
Accumulated
Amortization and
Foreign Exchange
|
|
Net Book
Value
|
||||||||||||
Customer lists
|
18.3
|
|
$
|
1,240.5
|
|
|
$
|
(96.7
|
)
|
|
$
|
1,143.8
|
|
|
$
|
1,297.2
|
|
|
$
|
(184.0
|
)
|
|
$
|
1,113.2
|
|
Developed technology
|
11.7
|
|
2,002.9
|
|
|
(101.7
|
)
|
|
1,901.2
|
|
|
2,260.9
|
|
|
(440.4
|
)
|
|
1,820.5
|
|
||||||
Tradenames
|
8.1
|
|
22.2
|
|
|
(5.2
|
)
|
|
17.0
|
|
|
24.2
|
|
|
(5.4
|
)
|
|
18.8
|
|
||||||
Non-compete agreements
|
5.0
|
|
1.9
|
|
|
(0.8
|
)
|
|
1.1
|
|
|
1.9
|
|
|
(0.5
|
)
|
|
1.4
|
|
||||||
Total
|
14.1
|
|
$
|
3,267.5
|
|
|
$
|
(204.4
|
)
|
|
$
|
3,063.1
|
|
|
$
|
3,584.2
|
|
|
$
|
(630.3
|
)
|
|
$
|
2,953.9
|
|
|
Six Months Ended June 30, 2016
|
||||||||||
|
Total
|
|
RSUs
|
|
Stock Options
|
||||||
|
|
Equity
Classified
|
|
Liability Classified
|
|
||||||
Outstanding at December 31, 2015
|
1,006,436
|
|
|
501,634
|
|
|
329,802
|
|
|
175,000
|
|
Granted
|
1,999,346
|
|
|
1,609,148
|
|
|
—
|
|
|
390,198
|
|
Exercised/Issued
|
(7,642
|
)
|
|
(7,642
|
)
|
|
—
|
|
|
—
|
|
Forfeited
|
(84,255
|
)
|
|
(84,255
|
)
|
|
—
|
|
|
—
|
|
Outstanding at June 30, 2016
|
2,913,885
|
|
|
2,018,885
|
|
|
329,802
|
|
|
565,198
|
|
|
RSUs
|
|
Weighted average grant date fair value
|
|
Weighted average vesting period (months)
|
|||
RSUs issued
|
1,609,148
|
|
|
$
|
10.83
|
|
|
34.6
|
|
Stock Options
|
|
Weighted average strike price
|
|
Weighted average grant date fair value
|
|||||
Stock options granted
|
390,198
|
|
|
$
|
8.05
|
|
|
$
|
4.35
|
|
|
Black-Scholes Input Assumptions
|
Weighted average expected term (years)
|
6.0
|
Expected volatility
|
53.0%
|
Risk-free rate
|
1.52% to 1.56%
|
Expected dividend rate
|
—%
|
Fair value price
|
$4.32 to $4.81
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||||||
Pension & SERP Benefits:
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
||||||||||||||||
Net periodic (benefit) cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
Interest cost on the projected benefit obligation
|
2.5
|
|
|
0.8
|
|
|
1.6
|
|
|
0.5
|
|
|
5.1
|
|
|
1.5
|
|
|
3.2
|
|
|
1.0
|
|
||||||||
Expected return on plan assets
|
(2.9
|
)
|
|
(0.7
|
)
|
|
(2.4
|
)
|
|
(0.5
|
)
|
|
(5.8
|
)
|
|
(1.3
|
)
|
|
(4.8
|
)
|
|
(1.0
|
)
|
||||||||
Amortization of prior service cost
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||||||
Net periodic (benefit) cost
|
$
|
(0.4
|
)
|
|
$
|
0.7
|
|
|
$
|
(0.8
|
)
|
|
$
|
0.2
|
|
|
$
|
(0.7
|
)
|
|
$
|
1.4
|
|
|
$
|
(1.6
|
)
|
|
$
|
0.4
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||||||
Post-retirement Benefits:
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
||||||||||||||||
Net periodic cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest cost on the projected benefit obligation
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
Net periodic cost
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
(amounts in millions)
|
June 30,
2016 |
|
December 31, 2015
|
||||
Debt and Capital Lease Obligations
|
|
|
|
||||
USD Senior Notes, due 2022,
interest at 6.5%, net of unamortized premium and debt issuance costs of $18.1 million and $18.9 million at June 30, 2016 and December 31, 2015, respectively |
$
|
1,081.9
|
|
|
$
|
1,081.1
|
|
EUR Senior Notes, due 2023,
interest at 6.00%, net of debt issuance costs of $5.9 million and $6.1 million at June 30, 2016 and December 31, 2015, respectively |
382.7
|
|
|
374.0
|
|
||
USD Senior Notes, due 2021,
interest at 10.375%, net of debt issuance costs of $11.9 million and $12.5 million at June 30, 2016 and December 31, 2015, respectively |
488.1
|
|
|
487.5
|
|
||
First Lien Credit Facility - U.S. Dollar Term Loans, due 2020,
interest at the greater of 5.50% or LIBOR plus 4.50%, net of unamortized discount and debt issuance costs of $61.6 million and $66.8 million at June 30, 2016 and December 31, 2015, respectively |
2,622.8
|
|
|
2,631.3
|
|
||
First Lien Credit Facility - EURO Term Loans, due 2020,
interest at the greater of 5.50% or LIBOR plus 4.50%, net of unamortized discount and debt issuance costs of $13.6 million and $14.9 million at June 30, 2016 and December 31, 2015, respectively |
631.4
|
|
|
619.2
|
|
||
Borrowings under the Revolving Credit Facility,
interest at LIBOR plus 3.00% at June 30, 2016 |
90.0
|
|
|
—
|
|
||
Borrowings under lines of credit,
weighted average interest rate of 2.86% and 4.28% at June 30, 2016 and December 31, 2015, respectively |
34.5
|
|
|
16.7
|
|
||
Other
|
17.3
|
|
|
18.5
|
|
||
Total debt and capital lease obligations
|
5,348.7
|
|
|
5,228.3
|
|
||
Less: current portion debt and capital lease obligations
|
(161.5
|
)
|
|
(54.7
|
)
|
||
Total long-term debt and capital lease obligations
|
$
|
5,187.2
|
|
|
$
|
5,173.6
|
|
(amounts in millions)
|
|
|
|
June 30,
2016 |
|
December 31, 2015
|
||||
Derivatives designated as hedging instruments
|
|
Liabilities Balance Sheet location
|
|
|
|
|
||||
Interest rate swaps
|
|
Accrued expenses and other current liabilities
|
|
$
|
(10.6
|
)
|
|
$
|
—
|
|
Interest rate swaps
|
|
Other long-term liabilities
|
|
(18.8
|
)
|
|
(12.5
|
)
|
||
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
Assets Balance Sheet location
|
|
|
|
|
|
|
||
Foreign exchange and metals contracts
|
|
Prepaid expenses and other current assets
|
|
5.4
|
|
|
1.1
|
|
||
Foreign exchange contracts
|
|
Other Assets
|
|
—
|
|
|
1.0
|
|
||
|
|
Liabilities Balance Sheet location
|
|
|
|
|
|
|
||
Foreign exchange and metals contracts
|
|
Accrued expenses and other current liabilities
|
|
(21.9
|
)
|
|
(1.0
|
)
|
||
Net derivative contract liability
|
|
|
|
$
|
(45.9
|
)
|
|
$
|
(11.4
|
)
|
Financial assets
|
Amounts offset
|
|
Amounts not offset
|
|
Net
|
||||||||||||||||||
June 30, 2016
|
Gross assets
|
|
Gross liabilities offset
|
|
Net amounts presented
|
|
Financial instruments
|
|
Cash collateral paid
|
|
|
||||||||||||
Derivative assets
|
$
|
4.4
|
|
|
$
|
—
|
|
|
$
|
4.4
|
|
|
$
|
(2.0
|
)
|
|
$
|
—
|
|
|
$
|
2.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial liabilities
|
Amounts offset
|
|
Amounts not offset
|
|
Net
|
||||||||||||||||||
June 30, 2016
|
Gross liabilities
|
|
Gross assets offset
|
|
Net amounts presented
|
|
Financial instruments
|
|
Cash collateral paid
|
|
|
||||||||||||
Derivative liabilities
|
$
|
19.1
|
|
|
$
|
—
|
|
|
$
|
19.1
|
|
|
$
|
(1.8
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
14.8
|
|
•
|
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
|
•
|
Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in non-active markets; and model-derived valuations whose inputs are observable or whose significant valuation drivers are observable.
|
•
|
Level 3 – significant inputs to the valuation model are unobservable and/or reflect the Company’s market assumptions.
|
|
|
|
Fair Value Measurement Using
|
||||||||||||
(amounts in millions)
|
June 30,
2016 |
|
Quoted prices in
active markets
(Level 1)
|
|
Significant
other observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
17.2
|
|
|
$
|
1.0
|
|
|
$
|
16.2
|
|
|
$
|
—
|
|
Available for sale equity securities
|
2.4
|
|
|
1.8
|
|
|
0.6
|
|
|
—
|
|
||||
Derivatives
|
5.4
|
|
|
—
|
|
|
5.4
|
|
|
—
|
|
||||
Total
|
$
|
25.0
|
|
|
$
|
2.8
|
|
|
$
|
22.2
|
|
|
$
|
—
|
|
Liability Category
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term contingent consideration
|
$
|
74.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
74.8
|
|
Derivatives
|
51.3
|
|
|
—
|
|
|
51.3
|
|
|
—
|
|
||||
Total
|
$
|
126.1
|
|
|
$
|
—
|
|
|
$
|
51.3
|
|
|
$
|
74.8
|
|
|
|
|
Fair Value Measurement Using
|
||||||||||||
(amounts in millions)
|
December 31, 2015
|
|
Quoted prices in
active markets
(Level 1)
|
|
Significant
other observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
59.4
|
|
|
$
|
2.9
|
|
|
$
|
56.5
|
|
|
$
|
—
|
|
Available for sale equity securities
|
6.6
|
|
|
5.8
|
|
|
0.8
|
|
|
—
|
|
||||
Derivatives
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
||||
Total
|
$
|
68.1
|
|
|
$
|
8.7
|
|
|
$
|
59.4
|
|
|
$
|
—
|
|
Liability Category
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term contingent consideration
|
$
|
70.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70.7
|
|
Derivatives
|
13.5
|
|
|
—
|
|
|
13.5
|
|
|
—
|
|
||||
Total
|
$
|
84.2
|
|
|
$
|
—
|
|
|
$
|
13.5
|
|
|
$
|
70.7
|
|
(amounts in millions)
|
Long-term contingent consideration
|
||
Fair value measurements using significant unobservable inputs (Level 3)
|
June 30, 2016
|
||
Balance at December 31, 2015
|
$
|
70.7
|
|
Changes in fair value
|
4.1
|
|
|
Purchases, sales and settlements
(1)
|
—
|
|
|
Transfers into Level 3
|
—
|
|
|
Transfers out of Level 3
|
—
|
|
|
Balance at June 30, 2016
|
$
|
74.8
|
|
(amounts in millions)
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying
Value
|
|
Fair Value
|
|
Carrying
Value
|
|
Fair Value
|
||||||||
USD Senior Notes, due 2022
|
$
|
1,081.9
|
|
|
$
|
970.8
|
|
|
$
|
1,081.1
|
|
|
$
|
946.3
|
|
EUR Senior Notes, due 2023
|
382.7
|
|
|
329.6
|
|
|
374.0
|
|
|
326.7
|
|
||||
USD Senior Notes, due 2021
|
488.1
|
|
|
505.0
|
|
|
487.5
|
|
|
500.0
|
|
||||
First Lien Credit Facility - U.S. Dollar Term Loans
|
2,622.8
|
|
|
2,641.9
|
|
|
2,631.3
|
|
|
2,603.6
|
|
||||
First Lien Credit Facility - EURO Term Loans
|
631.4
|
|
|
638.7
|
|
|
619.2
|
|
|
624.3
|
|
||||
Capital lease obligations
|
5.2
|
|
|
5.2
|
|
|
5.5
|
|
|
5.3
|
|
||||
Total
|
$
|
5,212.1
|
|
|
$
|
5,091.2
|
|
|
$
|
5,198.6
|
|
|
$
|
5,006.2
|
|
|
Three Months Ended June 30, 2016
|
||||||||||||||||||||||
(amounts in millions)
|
Foreign Currency Translation Adjustments
|
|
Pension and Post-retirement Plans
|
|
Unrealized Gain on Available for Sale Securities
|
|
Derivative Financial Instrument Revaluation
|
|
Non-Controlling Interests
|
|
Accumulated Other Comprehensive Loss
|
||||||||||||
Balance at March 31, 2016
|
$
|
(577.8
|
)
|
|
$
|
(26.3
|
)
|
|
$
|
0.8
|
|
|
$
|
(19.1
|
)
|
|
$
|
34.7
|
|
|
$
|
(587.7
|
)
|
Other comprehensive income (loss) before reclassifications, net
|
131.0
|
|
|
—
|
|
|
(1.2
|
)
|
|
(8.8
|
)
|
|
(10.0
|
)
|
|
111.0
|
|
||||||
Reclassifications, pretax
|
—
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
3.0
|
|
||||||
Tax benefit reclassified
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at June 30, 2016
|
$
|
(446.8
|
)
|
|
$
|
(26.3
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(24.9
|
)
|
|
$
|
24.7
|
|
|
$
|
(473.7
|
)
|
|
Six Months Ended June 30, 2016
|
||||||||||||||||||||||
(amounts in millions)
|
Foreign Currency Translation Adjustments
|
|
Pension and Post-retirement Plans
|
|
Unrealized Gain on Available for Sale Securities
|
|
Derivative Financial Instrument Revaluation
|
|
Non-Controlling Interests
|
|
Accumulated Other Comprehensive (loss) Income
|
||||||||||||
Balance at December 31, 2015
|
$
|
(899.3
|
)
|
|
$
|
(26.3
|
)
|
|
$
|
1.2
|
|
|
$
|
(8.1
|
)
|
|
$
|
46.4
|
|
|
$
|
(886.1
|
)
|
Other comprehensive income (loss) before reclassifications, net
|
452.5
|
|
|
—
|
|
|
(1.6
|
)
|
|
(22.7
|
)
|
|
(21.7
|
)
|
|
406.5
|
|
||||||
Reclassifications, pretax
|
—
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
|
5.9
|
|
||||||
Tax benefit reclassified
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at June 30, 2016
|
$
|
(446.8
|
)
|
|
$
|
(26.3
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(24.9
|
)
|
|
$
|
24.7
|
|
|
$
|
(473.7
|
)
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||||||
(amounts in millions)
|
Foreign Currency Translation Adjustments
|
|
Pension and Post-retirement Plans
|
|
Unrealized Gain on Available for Sale Securities
|
|
Derivative Financial Instrument Revaluation
|
|
Non-Controlling Interests
|
|
Accumulated Other Comprehensive (loss) Income
|
||||||||||||
Balance at December 31, 2014
|
$
|
(122.2
|
)
|
|
$
|
(14.9
|
)
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
6.4
|
|
|
$
|
(130.6
|
)
|
Other comprehensive (loss) income before reclassifications, net
|
(263.8
|
)
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
7.1
|
|
|
(256.5
|
)
|
||||||
Reclassifications, pretax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax expense reclassified
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||||
Balance at June 30, 2015
|
$
|
(386.0
|
)
|
|
$
|
(15.4
|
)
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
13.5
|
|
|
$
|
(387.6
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions, except per share amounts)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss attributable to common stockholders
|
$
|
(8.8
|
)
|
|
$
|
(12.2
|
)
|
|
$
|
(143.6
|
)
|
|
$
|
(38.9
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common stock outstanding
|
229.6
|
|
|
192.8
|
|
|
229.5
|
|
|
192.3
|
|
||||
Share adjustments
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Dilutive weighted average common stock outstanding
|
229.6
|
|
|
192.8
|
|
|
229.5
|
|
|
192.3
|
|
||||
Loss per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
(0.04
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.63
|
)
|
|
$
|
(0.20
|
)
|
Diluted
|
$
|
(0.04
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.63
|
)
|
|
$
|
(0.20
|
)
|
|
|
|
|
|
|
|
|
||||||||
Dividends per share paid to common stockholders
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
(amounts in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Shares contingently issuable to Founder Entities as stock dividend on Series A Preferred Stock
|
—
|
|
|
2,789
|
|
|
—
|
|
|
2,789
|
|
Shares issuable upon conversion of PDH Common Stock
|
8,014
|
|
|
8,213
|
|
|
8,033
|
|
|
8,213
|
|
Shares issuable upon conversion of Series A Preferred Stock
|
2,000
|
|
|
2,000
|
|
|
2,000
|
|
|
2,000
|
|
Shares issuable upon conversion of Series B Convertible Preferred Stock
|
22,108
|
|
|
22,108
|
|
|
22,108
|
|
|
16,733
|
|
Shares contingently issuable for the contingent consideration
|
8,490
|
|
|
1,347
|
|
|
8,599
|
|
|
1,333
|
|
Stock options
|
—
|
|
|
69
|
|
|
—
|
|
|
79
|
|
RSUs
|
144
|
|
|
161
|
|
|
72
|
|
|
89
|
|
Shares issuable under the ESPP
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
40,758
|
|
|
36,687
|
|
|
40,814
|
|
|
31,236
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Rent expense
|
$
|
10.0
|
|
|
$
|
6.1
|
|
|
$
|
19.1
|
|
|
$
|
10.4
|
|
(amounts in millions)
|
Operating
Lease
Payment
|
||
As of June 30, 2016
|
|||
2016, remaining
|
$
|
18.0
|
|
2017
|
25.4
|
|
|
2018
|
16.8
|
|
|
2019
|
11.6
|
|
|
2020
|
9.7
|
|
|
2021
|
8.8
|
|
|
Thereafter
|
26.1
|
|
|
Total minimum non-cancelable operating lease commitments
|
$
|
116.4
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
AROs, beginning of period
|
$
|
18.3
|
|
|
$
|
17.4
|
|
|
$
|
17.5
|
|
|
$
|
18.5
|
|
Acquisitions
|
2.8
|
|
|
0.4
|
|
|
2.8
|
|
|
0.4
|
|
||||
Accretion expense
|
0.4
|
|
|
0.2
|
|
|
0.6
|
|
|
0.5
|
|
||||
Remeasurements
|
—
|
|
|
(0.7
|
)
|
|
0.1
|
|
|
(0.7
|
)
|
||||
Payments
|
(0.3
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
||||
Foreign currency adjustments
|
(0.3
|
)
|
|
0.4
|
|
|
0.4
|
|
|
(1.0
|
)
|
||||
AROs, end of period
|
$
|
20.9
|
|
|
$
|
17.7
|
|
|
$
|
20.9
|
|
|
$
|
17.7
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Performance Solutions
|
$
|
6.2
|
|
|
$
|
1.4
|
|
|
$
|
10.4
|
|
|
$
|
2.9
|
|
Agricultural Solutions
|
0.9
|
|
|
10.7
|
|
|
1.8
|
|
|
10.8
|
|
||||
Total restructuring
|
$
|
7.1
|
|
|
$
|
12.1
|
|
|
$
|
12.2
|
|
|
$
|
13.7
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Cost of sales
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
(0.4
|
)
|
|
$
|
1.2
|
|
Selling, technical, general and administrative
|
7.1
|
|
|
10.9
|
|
|
12.6
|
|
|
12.5
|
|
||||
Total restructuring
|
$
|
7.1
|
|
|
$
|
12.1
|
|
|
$
|
12.2
|
|
|
$
|
13.7
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net Sales (from external customers):
|
|
|
|
|
|
|
|
||||||||
Performance Solutions
|
$
|
438.0
|
|
|
$
|
181.5
|
|
|
$
|
858.0
|
|
|
$
|
361.8
|
|
Agricultural Solutions
|
483.6
|
|
|
493.6
|
|
|
887.4
|
|
|
848.1
|
|
||||
Consolidated net sales
|
$
|
921.6
|
|
|
$
|
675.1
|
|
|
$
|
1,745.4
|
|
|
$
|
1,209.9
|
|
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Performance Solutions
|
$
|
97.9
|
|
|
$
|
54.0
|
|
|
$
|
180.8
|
|
|
$
|
102.8
|
|
Agricultural Solutions
|
95.0
|
|
|
113.8
|
|
|
180.5
|
|
|
197.0
|
|
||||
Adjusted EBITDA
|
$
|
192.9
|
|
|
$
|
167.8
|
|
|
$
|
361.3
|
|
|
$
|
299.8
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss attributable to common stockholders
|
$
|
(8.8
|
)
|
|
$
|
(12.2
|
)
|
|
$
|
(143.6
|
)
|
|
$
|
(38.9
|
)
|
Net income attributable to the non-controlling interests
|
0.7
|
|
|
3.1
|
|
|
1.2
|
|
|
3.5
|
|
||||
Income tax expense (benefit)
|
26.9
|
|
|
(0.2
|
)
|
|
45.3
|
|
|
24.5
|
|
||||
Net income (loss) before income taxes and non-controlling interests
|
18.8
|
|
|
(9.3
|
)
|
|
(97.1
|
)
|
|
(10.9
|
)
|
||||
Adjustments to reconcile to Adjusted EBITDA:
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
97.4
|
|
|
51.1
|
|
|
191.2
|
|
|
90.5
|
|
||||
Depreciation expense
|
18.8
|
|
|
13.7
|
|
|
37.0
|
|
|
22.0
|
|
||||
Amortization expense
|
66.6
|
|
|
52.5
|
|
|
131.0
|
|
|
92.2
|
|
||||
Long-term compensation issued in connection with acquisitions
|
0.1
|
|
|
0.2
|
|
|
0.4
|
|
|
1.7
|
|
||||
Restructuring expenses
|
7.1
|
|
|
12.1
|
|
|
12.2
|
|
|
13.7
|
|
||||
Manufacturer's profit in inventory purchase accounting adjustments
|
(0.3
|
)
|
|
20.6
|
|
|
11.7
|
|
|
56.7
|
|
||||
Acquisition and integration costs
|
5.2
|
|
|
24.1
|
|
|
24.2
|
|
|
55.4
|
|
||||
Non-cash change in fair value of contingent consideration
|
1.3
|
|
|
0.9
|
|
|
4.1
|
|
|
3.6
|
|
||||
Legal settlements
|
(2.8
|
)
|
|
(16.0
|
)
|
|
(2.8
|
)
|
|
(16.0
|
)
|
||||
Foreign exchange (gains) losses on foreign denominated external and internal debt
|
(19.3
|
)
|
|
17.9
|
|
|
46.8
|
|
|
(6.1
|
)
|
||||
Other expense (income)
|
—
|
|
|
—
|
|
|
2.6
|
|
|
(3.0
|
)
|
||||
Adjusted EBITDA
|
$
|
192.9
|
|
|
$
|
167.8
|
|
|
$
|
361.3
|
|
|
$
|
299.8
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
$
|
921.6
|
|
|
$
|
675.1
|
|
|
$
|
1,745.4
|
|
|
$
|
1,209.9
|
|
Cost of sales
|
541.0
|
|
|
406.5
|
|
|
1,008.8
|
|
|
734.2
|
|
||||
Gross profit
|
380.6
|
|
|
268.6
|
|
|
736.6
|
|
|
475.7
|
|
||||
Selling, technical, general and administrative
|
265.2
|
|
|
206.2
|
|
|
549.2
|
|
|
398.2
|
|
||||
Research and development
|
20.5
|
|
|
18.4
|
|
|
40.4
|
|
|
31.3
|
|
||||
Operating profit
|
94.9
|
|
|
44.0
|
|
|
147.0
|
|
|
46.2
|
|
||||
Interest expense, net
|
(97.4
|
)
|
|
(51.1
|
)
|
|
(191.2
|
)
|
|
(90.5
|
)
|
||||
Other income (expense)
|
21.3
|
|
|
(2.2
|
)
|
|
(52.9
|
)
|
|
33.4
|
|
||||
Income tax (expense) income
|
(26.9
|
)
|
|
0.2
|
|
|
(45.3
|
)
|
|
(24.5
|
)
|
||||
Net loss
|
$
|
(8.1
|
)
|
|
$
|
(9.1
|
)
|
|
$
|
(142.4
|
)
|
|
$
|
(35.4
|
)
|
(amounts in millions)
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Performance Solutions
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
$
|
438.0
|
|
|
$
|
181.5
|
|
|
$
|
858.0
|
|
|
$
|
361.9
|
|
Cost of sales
|
242.6
|
|
|
86.4
|
|
|
484.9
|
|
|
172.6
|
|
||||
Gross profit
|
195.4
|
|
|
95.1
|
|
|
373.1
|
|
|
189.3
|
|
||||
Selling, technical, general and administrative
|
127.6
|
|
|
53.2
|
|
|
251.6
|
|
|
108.5
|
|
||||
Research and development
|
11.4
|
|
|
5.9
|
|
|
23.5
|
|
|
11.5
|
|
||||
Operating profit
|
$
|
56.4
|
|
|
$
|
36.0
|
|
|
$
|
98.0
|
|
|
$
|
69.3
|
|
|
|
|
|
|
|
|
|
||||||||
Agricultural Solutions
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
483.6
|
|
|
$
|
493.6
|
|
|
$
|
887.4
|
|
|
$
|
848.1
|
|
Cost of sales
|
298.4
|
|
|
320.1
|
|
|
523.9
|
|
|
561.6
|
|
||||
Gross profit
|
185.2
|
|
|
173.5
|
|
|
363.5
|
|
|
286.5
|
|
||||
Selling, technical, general and administrative
|
119.8
|
|
|
128.0
|
|
|
235.8
|
|
|
235.8
|
|
||||
Research and development
|
9.1
|
|
|
12.5
|
|
|
16.9
|
|
|
19.8
|
|
||||
Operating profit
|
$
|
56.3
|
|
|
$
|
33.0
|
|
|
$
|
110.8
|
|
|
$
|
30.9
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
(amounts in millions)
|
2016
|
|
2016
|
||||
Net sales
|
$
|
262.6
|
|
|
$
|
514.9
|
|
Cost of sales
|
158.8
|
|
|
323.2
|
|
||
Gross profit
|
103.8
|
|
|
191.7
|
|
||
Selling, technical, general and administrative
|
69.5
|
|
|
140.2
|
|
||
Research and development
|
6.6
|
|
|
13.5
|
|
||
Operating profit
|
27.7
|
|
|
38.0
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
$
|
921.6
|
|
|
$
|
675.1
|
|
|
$
|
1,745.4
|
|
|
$
|
1,209.9
|
|
|
Three Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2016
|
||||||||||
(amounts in millions)
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||
Total change
|
$
|
246.5
|
|
|
36.5
|
%
|
|
$
|
535.5
|
|
|
44.3
|
%
|
- acquisitions
|
(262.6
|
)
|
|
(38.9
|
)%
|
|
(514.9
|
)
|
|
(42.6
|
)%
|
||
- foreign currency translation
|
27.7
|
|
|
4.1
|
%
|
|
67.3
|
|
|
5.6
|
%
|
||
Change, adjusted for acquisitions and foreign currency translation
|
$
|
11.6
|
|
|
1.7
|
%
|
|
$
|
87.9
|
|
|
7.3
|
%
|
(amounts in millions)
|
Three Months Ended June 30, 2016
|
|
Three Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2015
|
||||||||
Performance Solutions
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
438.0
|
|
|
$
|
181.5
|
|
|
$
|
858.0
|
|
|
$
|
361.9
|
|
- acquisitions
|
(262.6
|
)
|
|
—
|
|
|
(514.9
|
)
|
|
—
|
|
||||
- foreign currency translation
|
3.7
|
|
|
—
|
|
|
10.7
|
|
|
—
|
|
||||
Net sales, adjusted for acquisitions and foreign exchange
|
$
|
179.1
|
|
|
$
|
181.5
|
|
|
$
|
353.8
|
|
|
$
|
361.9
|
|
|
|
|
|
|
|
|
|
||||||||
Agricultural Solutions
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
483.6
|
|
|
$
|
493.6
|
|
|
$
|
887.4
|
|
|
$
|
848.1
|
|
- foreign currency translation
|
24.0
|
|
|
—
|
|
|
56.6
|
|
|
—
|
|
||||
Net sales, adjusted for acquisitions and foreign exchange
|
$
|
507.6
|
|
|
$
|
493.6
|
|
|
$
|
944.0
|
|
|
$
|
848.1
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Cost of sales
|
$
|
541.0
|
|
|
$
|
406.5
|
|
|
$
|
1,008.8
|
|
|
$
|
734.2
|
|
|
Three Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2016
|
||||||||||
(amounts in millions)
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||
Total change
|
$
|
134.5
|
|
|
33.1
|
%
|
|
$
|
274.6
|
|
|
37.4
|
%
|
- acquisitions
|
(158.8
|
)
|
|
(39.1
|
)%
|
|
(323.2
|
)
|
|
(44.0
|
)%
|
||
- foreign currency translation
|
16.2
|
|
|
4.0
|
%
|
|
38.1
|
|
|
5.2
|
%
|
||
Change, adjusted for acquisitions and foreign currency translation
|
$
|
(8.1
|
)
|
|
(2.0
|
)%
|
|
$
|
(10.5
|
)
|
|
(1.4
|
)%
|
(amounts in millions)
|
Three Months Ended June 30, 2016
|
|
Three Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2015
|
||||||||
Performance Solutions
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
$
|
242.6
|
|
|
$
|
86.4
|
|
|
$
|
484.9
|
|
|
$
|
172.6
|
|
- acquisitions
|
(158.8
|
)
|
|
—
|
|
|
(323.2
|
)
|
|
—
|
|
||||
- foreign currency translation
|
1.4
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
||||
Cost of sales, adjusted for acquisitions and foreign exchange
|
$
|
85.2
|
|
|
$
|
86.4
|
|
|
$
|
166.3
|
|
|
$
|
172.6
|
|
|
|
|
|
|
|
|
|
||||||||
Agricultural Solutions
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
$
|
298.4
|
|
|
$
|
320.1
|
|
|
$
|
523.9
|
|
|
$
|
561.6
|
|
- foreign currency translation
|
14.8
|
|
|
—
|
|
|
33.5
|
|
|
—
|
|
||||
Cost of sales, adjusted for acquisitions and foreign exchange
|
$
|
313.2
|
|
|
$
|
320.1
|
|
|
$
|
557.4
|
|
|
$
|
561.6
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Gross profit
|
$
|
380.6
|
|
|
$
|
268.6
|
|
|
$
|
736.6
|
|
|
$
|
475.7
|
|
|
Three Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2016
|
||||||||||
(amounts in millions)
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||
Total change
|
$
|
112.0
|
|
|
41.7
|
%
|
|
$
|
260.9
|
|
|
54.8
|
%
|
- acquisitions
|
(103.8
|
)
|
|
(38.6
|
)%
|
|
(191.7
|
)
|
|
(40.3
|
)%
|
||
- foreign currency translation
|
11.5
|
|
|
4.3
|
%
|
|
29.2
|
|
|
6.1
|
%
|
||
Change, adjusted for acquisitions and foreign currency translation
|
$
|
19.7
|
|
|
7.3
|
%
|
|
$
|
98.4
|
|
|
20.7
|
%
|
(amounts in millions)
|
Three Months Ended June 30, 2016
|
|
Three Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2015
|
||||||||
Performance Solutions
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
$
|
195.4
|
|
|
$
|
95.1
|
|
|
$
|
373.1
|
|
|
$
|
189.3
|
|
- acquisitions
|
(103.8
|
)
|
|
—
|
|
|
(191.7
|
)
|
|
—
|
|
||||
- foreign currency translation
|
2.3
|
|
|
—
|
|
|
6.1
|
|
|
—
|
|
||||
Gross profit, adjusted for acquisitions and foreign exchange
|
$
|
93.9
|
|
|
$
|
95.1
|
|
|
$
|
187.5
|
|
|
$
|
189.3
|
|
|
|
|
|
|
|
|
|
||||||||
Agricultural Solutions
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
$
|
185.2
|
|
|
$
|
173.5
|
|
|
$
|
363.5
|
|
|
$
|
286.5
|
|
- foreign currency translation
|
9.2
|
|
|
—
|
|
|
23.1
|
|
|
—
|
|
||||
Gross profit, adjusted for acquisitions and foreign exchange
|
$
|
194.4
|
|
|
$
|
173.5
|
|
|
$
|
386.6
|
|
|
$
|
286.5
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Selling, technical, general and administrative
|
$
|
265.2
|
|
|
$
|
206.2
|
|
|
$
|
549.2
|
|
|
$
|
398.2
|
|
|
Three Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2016
|
||||||||||
(amounts in millions)
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||
Total change
|
$
|
59.0
|
|
|
28.6
|
%
|
|
$
|
151.0
|
|
|
37.9
|
%
|
- acquisitions
|
(69.5
|
)
|
|
(33.7
|
)%
|
|
(140.2
|
)
|
|
(35.2
|
)%
|
||
- foreign currency translation
|
9.0
|
|
|
4.4
|
%
|
|
21.2
|
|
|
5.3
|
%
|
||
Change, adjusted for acquisitions and foreign currency translation
|
$
|
(1.5
|
)
|
|
(0.7
|
)%
|
|
$
|
32.0
|
|
|
8.0
|
%
|
(amounts in millions)
|
Three Months Ended June 30, 2016
|
|
Three Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2015
|
||||||||
Performance Solutions
|
|
|
|
|
|
|
|
||||||||
Selling, technical, general and administrative expense
|
$
|
127.6
|
|
|
$
|
53.2
|
|
|
$
|
251.6
|
|
|
$
|
108.5
|
|
- acquisitions
|
(69.5
|
)
|
|
—
|
|
|
(140.2
|
)
|
|
—
|
|
||||
- foreign currency translation
|
1.1
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
||||
Selling, technical, general and administrative expense, adjusted for acquisitions and foreign exchange
|
$
|
59.2
|
|
|
$
|
53.2
|
|
|
$
|
114.5
|
|
|
$
|
108.5
|
|
|
|
|
|
|
|
|
|
||||||||
Agricultural Solutions
|
|
|
|
|
|
|
|
||||||||
Selling, technical, general and administrative expense
|
$
|
119.8
|
|
|
$
|
128.0
|
|
|
$
|
235.8
|
|
|
$
|
235.8
|
|
- foreign currency translation
|
7.9
|
|
|
—
|
|
|
18.1
|
|
|
—
|
|
||||
Selling, technical, general and administrative expense, adjusted for acquisitions and foreign exchange
|
$
|
127.7
|
|
|
$
|
128.0
|
|
|
$
|
253.9
|
|
|
$
|
235.8
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Research and development
|
$
|
20.5
|
|
|
$
|
18.4
|
|
|
$
|
40.4
|
|
|
$
|
31.3
|
|
|
Three Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2016
|
||||||||||
(amounts in millions)
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||
Total change
|
$
|
2.1
|
|
|
11.4
|
%
|
|
$
|
9.1
|
|
|
29.1
|
%
|
- acquisitions
|
(6.6
|
)
|
|
(35.9
|
)%
|
|
(13.5
|
)
|
|
(43.1
|
)%
|
||
- foreign currency translation
|
0.6
|
|
|
3.3
|
%
|
|
1.3
|
|
|
4.2
|
%
|
||
Change, adjusted for acquisitions and foreign currency translation
|
$
|
(3.9
|
)
|
|
(21.2
|
)%
|
|
$
|
(3.1
|
)
|
|
(9.9
|
)%
|
(amounts in millions)
|
Three Months Ended June 30, 2016
|
|
Three Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2015
|
||||||||
Performance Solutions
|
|
|
|
|
|
|
|
||||||||
Research and development expense
|
$
|
11.4
|
|
|
$
|
5.9
|
|
|
$
|
23.5
|
|
|
$
|
11.5
|
|
- acquisitions
|
(6.6
|
)
|
|
—
|
|
|
(13.5
|
)
|
|
—
|
|
||||
- foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Research and development expense, adjusted for acquisitions and foreign exchange
|
$
|
4.8
|
|
|
$
|
5.9
|
|
|
$
|
10.0
|
|
|
$
|
11.5
|
|
|
|
|
|
|
|
|
|
||||||||
Agricultural Solutions
|
|
|
|
|
|
|
|
||||||||
Research and development expense
|
$
|
9.1
|
|
|
$
|
12.5
|
|
|
$
|
16.9
|
|
|
$
|
19.8
|
|
- foreign currency translation
|
0.6
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
||||
Research and development expense, adjusted for acquisitions and foreign exchange
|
$
|
9.7
|
|
|
$
|
12.5
|
|
|
$
|
18.2
|
|
|
$
|
19.8
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Operating profit
|
$
|
94.9
|
|
|
$
|
44.0
|
|
|
$
|
147.0
|
|
|
$
|
46.2
|
|
|
Three Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2016
|
||||||||||
(amounts in millions)
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||
Total Change
|
$
|
50.9
|
|
|
115.7
|
%
|
|
$
|
100.8
|
|
|
218.2
|
%
|
- acquisitions
|
(27.7
|
)
|
|
(63.0
|
)%
|
|
(38.0
|
)
|
|
(82.3
|
)%
|
||
- foreign currency translation
|
1.9
|
|
|
4.3
|
%
|
|
6.7
|
|
|
14.5
|
%
|
||
Change, adjusted for acquisitions and foreign currency translation
|
$
|
25.1
|
|
|
57.0
|
%
|
|
$
|
69.5
|
|
|
150.4
|
%
|
(amounts in millions)
|
Three Months Ended June 30, 2016
|
|
Three Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2015
|
||||||||
Performance Solutions
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
$
|
56.4
|
|
|
$
|
36.0
|
|
|
$
|
98.0
|
|
|
$
|
69.3
|
|
- acquisitions
|
(27.7
|
)
|
|
—
|
|
|
(38.0
|
)
|
|
—
|
|
||||
- foreign currency translation
|
1.2
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
||||
Operating Profit, adjusted for acquisitions and foreign exchange
|
$
|
29.9
|
|
|
$
|
36.0
|
|
|
$
|
63.0
|
|
|
$
|
69.3
|
|
|
|
|
|
|
|
|
|
||||||||
Agricultural Solutions
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
$
|
56.3
|
|
|
$
|
33.0
|
|
|
$
|
110.8
|
|
|
$
|
30.9
|
|
- foreign currency translation
|
0.7
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
||||
Operating profit, adjusted for acquisitions and foreign exchange
|
$
|
57.0
|
|
|
$
|
33.0
|
|
|
$
|
114.5
|
|
|
$
|
30.9
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Interest expense, net
|
$
|
(97.4
|
)
|
|
$
|
(51.1
|
)
|
|
$
|
(191.2
|
)
|
|
$
|
(90.5
|
)
|
Loss on derivative contracts
|
(5.4
|
)
|
|
(1.4
|
)
|
|
(10.7
|
)
|
|
(1.4
|
)
|
||||
Foreign exchange gain (loss)
|
25.0
|
|
|
(15.1
|
)
|
|
(46.2
|
)
|
|
18.8
|
|
||||
Other income, net
|
1.7
|
|
|
14.3
|
|
|
4.0
|
|
|
16.0
|
|
||||
Total other expense
|
$
|
(76.1
|
)
|
|
$
|
(53.3
|
)
|
|
$
|
(244.1
|
)
|
|
$
|
(57.1
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Income tax (expense) benefit
|
$
|
(26.9
|
)
|
|
$
|
0.2
|
|
|
$
|
(45.3
|
)
|
|
$
|
(24.5
|
)
|
Effective tax rate
|
143.1
|
%
|
|
2.7
|
%
|
|
(46.7
|
)%
|
|
(224.7
|
)%
|
|
Six Months Ended June 30,
|
||||||
(amounts in millions)
|
2016
|
|
2015
|
||||
Cash and cash equivalents, beginning of the period
|
$
|
432.2
|
|
|
$
|
397.3
|
|
Cash (used in) provided by operating activities
|
(113.3
|
)
|
|
100.3
|
|
||
Cash used in investing activities
|
(30.2
|
)
|
|
(2,300.5
|
)
|
||
Cash provided by financing activities
|
47.5
|
|
|
2,483.9
|
|
||
Exchange rate impact on cash and cash equivalents
|
5.5
|
|
|
(8.8
|
)
|
||
Cash and cash equivalents, end of the period
|
$
|
341.7
|
|
|
$
|
672.2
|
|
|
|
|
|
||||
Key operating metrics
|
|
|
|
||||
Days sales outstanding (DSO)
|
124
|
|
|
123
|
|
||
Days in Inventory (DII)
|
104
|
|
|
106
|
|
•
|
implementation of a global consolidation and planning system, which is expected to be completed during the later half of 2016;
|
•
|
implementation of control processes as it relates to newly-acquired businesses and non-routine transactions;
|
•
|
implementation of enhanced monitoring controls relating to the financial reporting and performance of our newly-acquired businesses;
|
•
|
implementation of enhanced our financial planning and analysis function within our businesses and at the corporate level;
|
•
|
addition of further qualified resources to our corporate and segment staff;
|
•
|
enhancement of the controllership function in our newly-acquired businesses; and
|
•
|
continued recruiting efforts to hire qualified personnel.
|
•
|
quarterly variations in our operating results;
|
•
|
changes in the market’s expectations about our operating results;
|
•
|
our operating results failing to meet the expectation of management, securities analysts or investors in a particular period;
|
•
|
the failure to remediate identified material weaknesses;
|
•
|
changes in financial estimates and recommendations by securities analysts concerning our Company or our industry in general;
|
•
|
operating and securities price performance of companies that investors deem comparable to us;
|
•
|
news reports and publication of research reports relating to our business or trends in our markets;
|
•
|
changes in laws and regulations affecting our businesses;
|
•
|
announcements or strategic developments, acquisitions and other material events by us or our competitors;
|
•
|
sales of substantial amounts of common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur;
|
•
|
adverse market reaction to any additional debt we incur in the future;
|
•
|
litigation and class action proceedings;
|
•
|
the failure to identify and complete acquisitions in the future or unexpected difficulties or developments related to the integration of recently completed, pending or future acquisitions;
|
•
|
actions by institutional stockholders;
|
•
|
general economic and political conditions such as business cycles, recessions and acts of war or terrorism; and
|
•
|
other matters discussed in this Quarterly Report.
|
•
|
increased credit risk and different financial conditions, which may necessitate longer payment cycles of accounts receivable or result in increased bad debt write-offs (including due to bankruptcy) or additions to reserves;
|
•
|
additional withholding taxes or otherwise tax our foreign income, tariffs, duties, export controls, import restrictions or other restrictions on foreign trade or investment, including currency exchange controls;
|
•
|
foreign exchange controls or other currency restrictions and limitation on the movement of funds, including the prohibition of the repatriation of funds, which may result in adverse tax consequences and tax inefficiencies;
|
•
|
export licenses may be difficult to obtain, and the transportation of our products may be delayed or interrupted;
|
•
|
general economic and political conditions in the countries in which we operate, including devaluation or fluctuations in the value of currencies, gross domestic product, interest rates, market demand, labor costs and other factors beyond our control;
|
•
|
unexpected adverse changes in foreign laws or in foreign regulatory requirements, including in laws or regulatory requirements pertaining to employee benefits, the environment and health and safety;
|
•
|
protectionist policies, which may restrict or impair the manufacturing, sales or import and export of our products;
|
•
|
new restrictions on access to markets, such as adverse trade policies or trade barriers;
|
•
|
a lack of or inadequate infrastructure;
|
•
|
natural disasters or other crises;
|
•
|
reduced protection of intellectual property rights in some countries;
|
•
|
expropriation of assets or forced relocations of operations;
|
•
|
inflation and hyperinflationary economic conditions and adverse economic effects resulting from governmental attempts to control inflation, such as imposition of wage and price controls and higher interest rates;
|
•
|
the requirement to comply with a wide variety of foreign and U.S. laws and regulations that apply to international operations, including, without limitation, economic sanctions regulations, labor laws, import and export regulations, anti-corruption and anti-bribery laws;
|
•
|
challenges in maintaining an effective internal control environment with operations in multiple international locations, including language differences, varying levels of U.S. GAAP expertise in international locations and multiple financial information systems; and
|
•
|
labor disruptions, civil unrest, significant social, political or economic instability, wars or other armed conflict or acts of terrorism.
|
Exhibit
Number
|
Description
|
3.1(a)
|
Certificate of Incorporation (filed as Exhibit 3.1 of Post-Effective Amendment No.1 to the Registration Statement on Form S-4 (File No. 333-192778) filed on January 24, 2014, and incorporated herein by reference)
|
3.1(b)
|
Certificate of Amendment of Certificate of Incorporation (filed as Exhibit 3.1 of Current Report on Form 8-K filed on June 13, 2014, and incorporated herein by reference)
|
3.1(c)
|
Certificate of Designation of Series B Convertible Preferred Stock (filed as Exhibit 3.1 of Current Report on Form 8-K filed on February 17, 2015, and incorporated herein by reference)
|
3.2
|
Amended and Restated By-laws (filed as Exhibit 3.2 of the Annual Report on Form 10-K filed on March 31, 2014, and incorporated herein by reference)
|
4.1*
|
Fourth Supplemental Indenture, dated as of April 13, 2016, among Platform, the Subsequent Guarantors, the Trustee and the EUR Agent, to the Indenture dated as of February 2, 2015
|
4.2*
|
Third Supplemental Indenture, dated as of April 13, 2016, among Platform, the Subsequent Guarantors and the Trustee, to the Indenture dated as of November 10, 2015
|
10.1*
|
Amendment No.5 to Platform Specialty Products Corporation Employee Savings and 401(k) Plan
|
10.2*
|
Amendment No.6 to Platform Specialty Products Corporation Employee Savings and 401(k) Plan
|
31.1*
|
Principal Executive Officer Certification Pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to the Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2*
|
Principal Financial Officer Certification Pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to the Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1**
|
Principal Executive Officer and Principal Financial Officer Certifications Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101. INS*
|
XBRL Instance Document
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
XBRL Extension Calculation Linkbase Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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PLATFORM SPECIALTY PRODUCTS CORPORATION
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By:
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/s/ Robert L. Worshek
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Name: Robert L. Worshek
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Title: Vice President and Chief Accounting Officer
(Principal Accounting Officer)
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Exhibit
Number
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Description
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3.1(a)
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Certificate of Incorporation (filed as Exhibit 3.1 of Post-Effective Amendment No.1 to the Registration Statement on Form S-4 (File No. 333-192778) filed on January 24, 2014, and incorporated herein by reference)
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3.1(b)
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Certificate of Amendment of Certificate of Incorporation (filed as Exhibit 3.1 of Current Report on Form 8-K filed on June 13, 2014, and incorporated herein by reference)
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3.1(c)
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Certificate of Designation of Series B Convertible Preferred Stock (filed as Exhibit 3.1 of Current Report on Form 8-K filed on February 17, 2015, and incorporated herein by reference)
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3.2
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Amended and Restated By-laws (filed as Exhibit 3.2 of the Annual Report on Form 10-K filed on March 31, 2014, and incorporated herein by reference)
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4.1*
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Fourth Supplemental Indenture, dated as of April 13, 2016, among Platform, the Subsequent Guarantors, the Trustee and the EUR Agent, to the Indenture dated as of February 2, 2015
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4.2*
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Third Supplemental Indenture, dated as of April 13, 2016, among Platform, the Subsequent Guarantors and the Trustee, to the Indenture dated as of November 10, 2015
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10.1*
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Amendment No.5 to Platform Specialty Products Corporation Employee Savings and 401(k) Plan
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10.2*
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Amendment No.6 to Platform Specialty Products Corporation Employee Savings and 401(k) Plan
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31.1*
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Principal Executive Officer Certification Pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to the Section 302 of the Sarbanes-Oxley Act of 2002
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31.2*
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Principal Financial Officer Certification Pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to the Section 302 of the Sarbanes-Oxley Act of 2002
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32.1**
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Principal Executive Officer and Principal Financial Officer Certifications Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101. INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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101.CAL*
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XBRL Extension Calculation Linkbase Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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“(2)
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With respect to Participants who are OMG Employees, Hours of Service shall be determined in accordance with this Section, provided however that, for solely purposes of eligibility to make Elective Contributions under Section 3.1(a), eligibility to receive Matching Contributions under Section 3.1(b), and determining Credited Service for purposes of Sections 6.4 and 8.2, the term Company shall include OMG for periods of service prior to October 1, 2015. Without limiting the foregoing, an OMG Employee’s Hours of Service for purposes of Section 4.1 and 4.2 shall be determined without regard to periods of service with OMG prior to October 1, 2015.”
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Platform Specialty Products Corporation;
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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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;
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(b)
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designated 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;
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(c)
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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
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(d)
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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
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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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
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(b)
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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.
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Date:
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August 9, 2016
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/s/ Rakesh Sachdev
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Rakesh Sachdev
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Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Platform Specialty Products Corporation;
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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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;
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(b)
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designated 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;
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(c)
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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
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(d)
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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
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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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
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(b)
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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.
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Date:
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August 9, 2016
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/s/ Sanjiv Khattri
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Sanjiv Khattri
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Executive Vice President and Chief Financial Officer
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Date:
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August 9, 2016
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By:
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/s/ Rakesh Sachdev
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Name:
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Rakesh Sachdev
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Title:
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Chief Executive Officer
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Date:
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August 9, 2016
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By:
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/s/ Sanjiv Khattri
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Name:
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Sanjiv Khattri
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Title:
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Executive Vice President and Chief Financial Officer
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