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
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Non-Accelerated filer
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Smaller reporting company
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Emerging growth company
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Class
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May 5, 2017
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Common Stock, par value $0.01 per share
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286,176,956 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; PSP
|
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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 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, as amended on August 6, 2014 (Amendment No. 2), October 1, 2014 (Incremental Amendment No. 1), February 13, 2015 (Amendment No. 3), December 3, 2015 (Amendment No. 4) and October 14, 2016 (Amendment No. 5), December 6, 2016 (Amendment No. 6) and April 18, 2017 (Amendment No. 7).
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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, 2016, filed with the SEC on March 13, 2017.
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AROs
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Asset retirement obligations.
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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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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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ASU
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|
Accounting Standards Update.
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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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CODM
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Chief operating decision maker.
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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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EBITDA
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Earnings before interest, taxes, depreciation and amortization.
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EPS
|
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Earnings per share.
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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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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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Terms
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Definitions
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February 2015 Notes Offering
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Platform's 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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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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GAAP
|
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Generally accepted accounting principles in the United States.
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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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H
3
Priority Segments
|
|
Agricultural Solutions' five priority product offerings selected for their high growth and value potential, namely Crop Establishment, Plant Stress and Stimulation, Resistant Weed Management, Specialty Protection Niches and Crop Residue Management.
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June 2015 Equity Offering
|
|
Platform's 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
|
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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
|
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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 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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NAV
|
|
Net asset value.
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November 2015 Notes Offering
|
|
Platform's private offering of $500 million aggregate principal amount of 10.375% USD Notes due 2021, completed on November 10, 2015.
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NYSE
|
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New York Stock Exchange.
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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
|
|
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
|
|
This quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2017.
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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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Terms
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Definitions
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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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ROIC
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Return on invested capital.
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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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Senior Notes
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Platform's 6.00% EUR Notes due 2023, 6.50% USD Notes due 2022 and 10.375% USD Notes due 2021, collectively.
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September 2016 Equity Offering
|
|
Platform's underwritten offering of 48,787,878 shares of its common stock at a public offering price of $8.25 per share, which closed on September 21, 2016, raising gross proceeds of approximately $402.5 million.
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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 Platform’s change of jurisdiction of incorporation from the British Virgin Islands to Delaware on January 22, 2014. Shares of Series A Preferred Stock 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. As of December 31, 2016, none of the Series B Convertible Preferred Stock remained outstanding.
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SERP
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Supplemental Executive Retirement Plan for executive officers of Platform.
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Tartan
|
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Tartan Holdings, LLC, a Delaware limited liability company, formed at the time of the MacDermid Acquisition to hold the PDH Common Stock in exchange of the MacDermid Holdings equity interests.
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TSR
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|
Total stockholder return.
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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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6.00% EUR Notes due 2023
|
|
Platform’s 6.00% senior notes due 2023 denominated in Euros issued in the February 2015 Notes Offering.
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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 March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Net sales
|
$
|
861.8
|
|
|
$
|
823.8
|
|
Cost of sales
|
483.4
|
|
|
467.8
|
|
||
Gross profit
|
378.4
|
|
|
356.0
|
|
||
Operating expenses:
|
|
|
|
|
|||
Selling, technical, general and administrative
|
257.5
|
|
|
284.0
|
|
||
Research and development
|
21.6
|
|
|
19.9
|
|
||
Total operating expenses
|
279.1
|
|
|
303.9
|
|
||
Operating profit
|
99.3
|
|
|
52.1
|
|
||
Other expense:
|
|
|
|
|
|
||
Interest expense, net
|
(89.4
|
)
|
|
(93.8
|
)
|
||
Foreign exchange loss
|
(12.6
|
)
|
|
(71.1
|
)
|
||
Other expense, net
|
(2.2
|
)
|
|
(3.2
|
)
|
||
Total other expense
|
(104.2
|
)
|
|
(168.1
|
)
|
||
Loss before income taxes and non-controlling interests
|
(4.9
|
)
|
|
(116.0
|
)
|
||
Income tax expense
|
(18.7
|
)
|
|
(18.4
|
)
|
||
Net loss
|
(23.6
|
)
|
|
(134.4
|
)
|
||
Net income attributable to the non-controlling interests
|
(0.8
|
)
|
|
(0.4
|
)
|
||
Net loss attributable to common stockholders
|
$
|
(24.4
|
)
|
|
$
|
(134.8
|
)
|
Loss per share
|
|
|
|
|
|
||
Basic
|
$
|
(0.09
|
)
|
|
$
|
(0.59
|
)
|
Diluted
|
$
|
(0.09
|
)
|
|
$
|
(0.59
|
)
|
Weighted average shares outstanding
|
|
|
|
|
|||
Basic
|
284.5
|
|
|
229.5
|
|
||
Diluted
|
284.5
|
|
|
229.5
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Net loss
|
$
|
(23.6
|
)
|
|
$
|
(134.4
|
)
|
|
|
|
|
||||
Other comprehensive income (loss)
|
|
|
|
|
|
||
Foreign currency translation adjustments
|
180.6
|
|
|
321.5
|
|
||
Pension and post-retirement plan net actuarial loss, net of tax of $0.0 and $0.0
|
(0.3
|
)
|
|
—
|
|
||
Unrealized loss on available for sale securities, net of tax of $0.0 and $0.0
|
(0.4
|
)
|
|
(0.4
|
)
|
||
Unrealized gain (loss) arising on qualified hedging derivatives, net of tax of $0.0 and $0.0
|
1.6
|
|
|
(11.0
|
)
|
||
Other comprehensive income
|
181.5
|
|
|
310.1
|
|
||
|
|
|
|
||||
Comprehensive income
|
157.9
|
|
|
175.7
|
|
||
Comprehensive income attributable to the non-controlling interests
|
(6.2
|
)
|
|
(12.1
|
)
|
||
Comprehensive income attributable to common stockholders
|
$
|
151.7
|
|
|
$
|
163.6
|
|
|
March 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
366.4
|
|
|
$
|
422.6
|
|
Accounts receivable, net
|
1,189.5
|
|
|
1,054.8
|
|
||
Inventories
|
516.7
|
|
|
416.4
|
|
||
Prepaid expenses
|
78.3
|
|
|
71.3
|
|
||
Other current assets
|
104.6
|
|
|
106.1
|
|
||
Total current assets
|
2,255.5
|
|
|
2,071.2
|
|
||
Property, plant and equipment, net
|
456.4
|
|
|
460.5
|
|
||
Goodwill
|
4,270.1
|
|
|
4,178.9
|
|
||
Intangible assets, net
|
3,241.1
|
|
|
3,233.3
|
|
||
Other assets
|
126.8
|
|
|
110.2
|
|
||
Total assets
|
$
|
10,349.9
|
|
|
$
|
10,054.1
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
||
Accounts payable
|
$
|
410.4
|
|
|
$
|
383.6
|
|
Current installments of long-term debt and revolving credit facilities
|
207.7
|
|
|
116.1
|
|
||
Accrued salaries, wages and employee benefits
|
86.8
|
|
|
103.5
|
|
||
Accrued income taxes payable
|
79.0
|
|
|
82.5
|
|
||
Accrued expenses and other current liabilities
|
417.0
|
|
|
397.0
|
|
||
Total current liabilities
|
1,200.9
|
|
|
1,082.7
|
|
||
Debt and capital lease obligations
|
5,141.8
|
|
|
5,122.9
|
|
||
Accrued post-retirement benefits
|
73.4
|
|
|
73.8
|
|
||
Deferred income taxes
|
668.2
|
|
|
663.2
|
|
||
Contingent consideration
|
76.8
|
|
|
75.8
|
|
||
Other liabilities
|
138.9
|
|
|
145.9
|
|
||
Total liabilities
|
7,300.0
|
|
|
7,164.3
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
Stockholders' Equity
|
|
|
|
|
|
||
Preferred stock - Series A
|
—
|
|
|
—
|
|
||
Common stock: 400.0 shares authorized (2017: 285.7 shares issued; 2016: 284.2 shares issued)
|
2.8
|
|
|
2.8
|
|
||
Additional paid-in capital
|
4,000.6
|
|
|
3,981.3
|
|
||
Treasury stock (2017: 0.0 shares)
|
(0.1
|
)
|
|
—
|
|
||
Accumulated deficit
|
(597.9
|
)
|
|
(573.5
|
)
|
||
Accumulated other comprehensive loss
|
(498.4
|
)
|
|
(674.5
|
)
|
||
Total stockholders' equity
|
2,907.0
|
|
|
2,736.1
|
|
||
Non-controlling interests
|
142.9
|
|
|
153.7
|
|
||
Total equity
|
3,049.9
|
|
|
2,889.8
|
|
||
Total liabilities and stockholders' equity
|
$
|
10,349.9
|
|
|
$
|
10,054.1
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(23.6
|
)
|
|
$
|
(134.4
|
)
|
Reconciliation of net loss to net cash flows used in operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
85.9
|
|
|
82.6
|
|
||
Deferred income taxes
|
(14.2
|
)
|
|
(14.2
|
)
|
||
Manufacturer's profit in inventory adjustment
|
—
|
|
|
12.0
|
|
||
Unrealized foreign exchange loss
|
13.7
|
|
|
61.8
|
|
||
Other, net
|
12.8
|
|
|
20.3
|
|
||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
||||
Accounts receivable
|
(120.1
|
)
|
|
(102.6
|
)
|
||
Inventories
|
(83.9
|
)
|
|
(86.5
|
)
|
||
Accounts payable
|
32.9
|
|
|
(38.7
|
)
|
||
Accrued expenses
|
(15.9
|
)
|
|
(14.1
|
)
|
||
Other assets and liabilities
|
(8.0
|
)
|
|
3.4
|
|
||
Net cash flows used in operating activities
|
(120.4
|
)
|
|
(210.4
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(14.9
|
)
|
|
(11.6
|
)
|
||
Investment in registrations of products
|
(12.9
|
)
|
|
(7.5
|
)
|
||
Other, net
|
2.4
|
|
|
(0.8
|
)
|
||
Net cash flows used in investing activities
|
(25.4
|
)
|
|
(19.9
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Change in lines of credit, net
|
89.0
|
|
|
132.5
|
|
||
Repayments of borrowings
|
(9.0
|
)
|
|
(8.7
|
)
|
||
Other, net
|
—
|
|
|
(3.1
|
)
|
||
Net cash flows provided by financing activities
|
80.0
|
|
|
120.7
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
9.6
|
|
|
7.1
|
|
||
Net decrease in cash and cash equivalents
|
(56.2
|
)
|
|
(102.5
|
)
|
||
Cash and cash equivalents at beginning of period
|
422.6
|
|
|
432.2
|
|
||
Cash and cash equivalents at end of period
|
$
|
366.4
|
|
|
$
|
329.7
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Treasury Stock
|
|
|
|
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional
Paid-in Capital |
|
Accumulated
Deficit |
|
|
Total
Stockholders' Equity |
|
Non-
controlling Interests |
|
Total Equity
|
||||||||||||||||||||||
Balance at December 31, 2016
|
2,000,000
|
|
|
$
|
—
|
|
|
284,221,168
|
|
|
$
|
2.8
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
3,981.3
|
|
|
$
|
(573.5
|
)
|
|
$
|
(674.5
|
)
|
|
$
|
2,736.1
|
|
|
$
|
153.7
|
|
|
$
|
2,889.8
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.4
|
)
|
|
—
|
|
|
(24.4
|
)
|
|
0.8
|
|
|
(23.6
|
)
|
|||||||||
Other comprehensive income, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
176.1
|
|
|
176.1
|
|
|
5.4
|
|
|
181.5
|
|
|||||||||
Exercise/ vesting of share based compensation
|
—
|
|
|
—
|
|
|
48,721
|
|
|
—
|
|
|
6,618
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||||||
Conversion of PDH Common Stock into common stock
|
—
|
|
|
—
|
|
|
1,356,483
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.5
|
|
|
—
|
|
|
—
|
|
|
16.5
|
|
|
(16.5
|
)
|
|
—
|
|
|||||||||
Issuance of common stock under ESPP
|
—
|
|
|
—
|
|
|
37,980
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||||||||
Equity compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
|||||||||
Distribution to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|||||||||
Balance at March 31, 2017
|
2,000,000
|
|
|
$
|
—
|
|
|
285,664,352
|
|
|
$
|
2.8
|
|
|
6,618
|
|
|
$
|
(0.1
|
)
|
|
$
|
4,000.6
|
|
|
$
|
(597.9
|
)
|
|
$
|
(498.4
|
)
|
|
$
|
2,907.0
|
|
|
$
|
142.9
|
|
|
$
|
3,049.9
|
|
|
Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional
Paid-in Capital |
|
Accumulated
Deficit |
|
|
Total
Stockholders' Equity |
|
Non-
controlling Interests |
|
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
|
|
(amounts in millions)
|
March 31,
2017 |
|
December 31,
2016 |
||||
Total accounts receivable, net
|
$
|
1,209.4
|
|
|
$
|
1,058.0
|
|
Non-current accounts receivable, net
|
(19.9
|
)
|
|
(3.2
|
)
|
||
Current accounts receivable, net
|
$
|
1,189.5
|
|
|
$
|
1,054.8
|
|
(amounts in millions)
|
March 31,
2017 |
|
December 31,
2016 |
||||
Finished goods
|
$
|
355.4
|
|
|
$
|
273.8
|
|
Work in process
|
34.8
|
|
|
37.1
|
|
||
Raw materials and supplies
|
149.9
|
|
|
135.9
|
|
||
Total inventory, net
|
540.1
|
|
|
446.8
|
|
||
Non-current inventory, net
|
(23.4
|
)
|
|
(30.4
|
)
|
||
Current inventory, net
|
$
|
516.7
|
|
|
$
|
416.4
|
|
(amounts in millions)
|
March 31,
2017 |
|
December 31,
2016 |
||||
Land and leasehold improvements
|
$
|
106.4
|
|
|
$
|
101.5
|
|
Buildings and improvements
|
136.9
|
|
|
141.8
|
|
||
Machinery, equipment, fixtures and software
|
308.1
|
|
|
290.5
|
|
||
Construction in process
|
27.6
|
|
|
36.7
|
|
||
Assets under capital lease:
|
|
|
|
||||
Land and buildings
|
7.8
|
|
|
7.7
|
|
||
Machinery and equipment
|
3.6
|
|
|
2.7
|
|
||
Total property, plant and equipment
|
590.4
|
|
|
580.9
|
|
||
Accumulated depreciation and amortization
|
(134.0
|
)
|
|
(120.4
|
)
|
||
Property, plant and equipment, net
|
$
|
456.4
|
|
|
$
|
460.5
|
|
(amounts in millions)
|
|
|
Performance
Solutions
|
|
Agricultural
Solutions
|
|
Total
|
||||||
December 31, 2016
|
(*)
|
|
$
|
2,132.4
|
|
|
$
|
2,046.5
|
|
|
$
|
4,178.9
|
|
Foreign currency translation
|
|
|
29.3
|
|
|
61.9
|
|
|
91.2
|
|
|||
March 31, 2017
|
(*)
|
|
$
|
2,161.7
|
|
|
$
|
2,108.4
|
|
|
$
|
4,270.1
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
(amounts in millions)
|
Weighted Average Useful Life
(years)
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||||||||
Customer lists
|
18.1
|
|
$
|
1,268.3
|
|
|
$
|
(197.8
|
)
|
|
$
|
1,070.5
|
|
|
$
|
1,245.9
|
|
|
$
|
(174.5
|
)
|
|
$
|
1,071.4
|
|
Developed technology
(*)
|
11.6
|
|
2,174.7
|
|
|
(406.4
|
)
|
|
1,768.3
|
|
|
2,022.1
|
|
|
(254.9
|
)
|
|
1,767.2
|
|
||||||
Tradenames
|
7.9
|
|
24.7
|
|
|
(8.7
|
)
|
|
16.0
|
|
|
25.1
|
|
|
(8.2
|
)
|
|
16.9
|
|
||||||
Non-compete agreements
|
5.0
|
|
1.6
|
|
|
(0.8
|
)
|
|
0.8
|
|
|
1.9
|
|
|
(1.1
|
)
|
|
0.8
|
|
||||||
Total
|
14.0
|
|
$
|
3,469.3
|
|
|
$
|
(613.7
|
)
|
|
$
|
2,855.6
|
|
|
$
|
3,295.0
|
|
|
$
|
(438.7
|
)
|
|
$
|
2,856.3
|
|
|
Three Months Ended March 31, 2017
|
||||||||||
|
Total
|
|
RSUs
|
|
Stock Options
|
||||||
|
|
Equity
Classified
|
|
Liability
Classified
|
|
||||||
Outstanding at December 31, 2016
|
3,003,003
|
|
|
2,117,493
|
|
|
320,312
|
|
|
565,198
|
|
Granted
|
1,276,026
|
|
|
1,019,824
|
|
|
—
|
|
|
256,202
|
|
Exercised/Issued
|
(48,721
|
)
|
|
(48,721
|
)
|
|
—
|
|
|
—
|
|
Forfeited
|
(274,671
|
)
|
|
(185,468
|
)
|
|
—
|
|
|
(89,203
|
)
|
Outstanding at March 31, 2017
|
3,955,637
|
|
|
2,903,128
|
|
|
320,312
|
|
|
732,197
|
|
|
RSUs
|
|
Weighted average grant date fair value
|
|
Weighted average vesting period (months)
|
|||
RSUs granted
|
1,019,824
|
|
|
$
|
16.47
|
|
|
33.0
|
|
Monte Carlo input assumptions
|
Weighted average expected term (years)
(1)
|
3.00
|
Expected volatility
(2)
|
52.1%
|
Risk-free rate
(3)
|
1.50%
|
(1)
|
Weighted average expected term is calculated based on the award service period.
|
(2)
|
Expected volatility is calculated based on a blend of the implied and historical equity volatility of an index of comparable companies over a period equal to the expected term.
|
(3)
|
Risk-free rate of return is based on an interpolation of U.S. Treasury rates to reflect an expected term of
three years
at the date of grant.
|
|
March 31, 2017
|
||||||
Vesting Conditions:
|
Outstanding
|
|
Weighted average remaining service period (months)
|
|
Potential additional awards
|
||
Service-based
|
1,007,013
|
|
|
25.5
|
|
—
|
|
Performance-based
|
1,052,737
|
|
|
25.4
|
|
690,882
|
|
Market-based
|
843,378
|
|
|
29.2
|
|
1,603,645
|
|
Total
|
2,903,128
|
|
|
26.5
|
|
2,294,527
|
|
|
Stock Options
|
|
Weighted average strike price per share
|
|
Weighted average grant date fair value per share
|
|||||
Stock options granted
|
256,202
|
|
|
$
|
13.30
|
|
|
$
|
6.05
|
|
|
Black-Scholes input assumptions
|
Weighted average expected term (years)
(1)
|
6.0
|
Expected volatility
(2)
|
45.0%
|
Risk-free rate
(3)
|
2.09%
|
Expected dividend rate
|
—%
|
(1)
|
Weighted average expected term is calculated based on the simplified method for plain vanilla options as the Company has concluded that its historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term and certain alternative information to assist with estimating it is not easily obtainable.
|
(2)
|
Expected volatility is calculated based on a blend of the implied and historical equity volatility of an index of comparable companies over a period equal to the expected term.
|
(3)
|
Risk-free rate of return is based on an interpolation of U.S. Treasury rates to reflect an expected term of
six years
at the date of grant.
|
|
Three Months Ended March 31,
|
||||||||||||||
(amounts in millions)
|
2017
|
|
2016
|
||||||||||||
Pension & SERP Benefits
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
Interest cost on the projected benefit obligation
|
2.2
|
|
|
0.6
|
|
|
2.5
|
|
|
0.8
|
|
||||
Expected return on plan assets
|
(2.5
|
)
|
|
(0.5
|
)
|
|
(2.9
|
)
|
|
(0.7
|
)
|
||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Net periodic (benefit) cost
|
$
|
(0.3
|
)
|
|
$
|
0.6
|
|
|
$
|
(0.4
|
)
|
|
$
|
0.7
|
|
|
Three Months Ended March 31,
|
||||||||||||||
(amounts in millions)
|
2017
|
|
2016
|
||||||||||||
Post-retirement Benefits
|
Domestic
|
|
Foreign
|
|
Domestic
|
|
Foreign
|
||||||||
Interest cost on the projected benefit obligation
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Net periodic cost
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
(amounts in millions)
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
USD Senior Notes due 2022,
interest at 6.5% |
(1)
|
$
|
1,083.9
|
|
|
$
|
1,083.2
|
|
EUR Senior Notes due 2023,
interest at 6.00% |
(1)
|
367.3
|
|
|
362.4
|
|
||
USD Senior Notes due 2021,
interest at 10.375% |
(1)
|
489.5
|
|
|
489.0
|
|
||
First Lien Credit Facility - U.S. Dollar Term Loans due 2020,
interest at the greater of 4.50% or LIBOR plus 3.50% |
(2)
|
582.7
|
|
|
582.5
|
|
||
First Lien Credit Facility - U.S. Dollar Term Loans due 2021,
interest at the greater of 5.00% or LIBOR plus 4.00% |
(2) (3)
|
1,442.0
|
|
|
1,444.2
|
|
||
First Lien Credit Facility - Euro Term Loans due 2020,
interest at the greater of 4.25% or EURIBOR plus 3.25% |
(2)
|
735.2
|
|
|
726.5
|
|
||
First Lien Credit Facility - Euro Term Loans due 2021,
interest at the greater of 4.75% or EURIBOR plus 3.75% |
(2) (3)
|
455.6
|
|
|
450.7
|
|
||
Borrowings under the Revolving Credit Facility
|
(4)
|
85.0
|
|
|
—
|
|
||
Borrowings under lines of credit
|
(4)
|
93.8
|
|
|
86.0
|
|
||
Other
|
|
14.5
|
|
|
14.5
|
|
||
Total debt and capital lease obligations
|
|
5,349.5
|
|
|
5,239.0
|
|
||
Less: current portion debt and capital lease obligations
|
|
(207.7
|
)
|
|
(116.1
|
)
|
||
Total long-term debt and capital lease obligations
|
|
$
|
5,141.8
|
|
|
$
|
5,122.9
|
|
(1)
|
Net of unamortized premium, discounts, and debt issuance costs of
$32.0 million
and
$33.4 million
at
March 31, 2017
and
December 31, 2016
, respectively. Weighted average effective interest rate of
7.80%
and
7.81%
at
March 31, 2017
and
December 31, 2016
, respectively.
|
(2)
|
First Lien Credit Facility term loans net of unamortized discounts and debt issuance costs of
$59.5 million
and
$64.0 million
at
March 31, 2017
and
December 31, 2016
, respectively. Weighted average effective interest rate of
5.68%
and
5.64%
at
March 31, 2017
and
December 31, 2016
, respectively, including the effects of interest rate swaps. Refer to Note 10, Derivative Instruments, for further information regarding the Company's interest rate swaps.
|
(3)
|
The maturity date will extend to June 7, 2023, provided that the Company is able to prepay, redeem or otherwise retire and/or refinance in full its
$1.10 billion
6.50%
USD Notes due 2022, as permitted under the Amended and Restated Credit Agreement, on or prior to November 2, 2021.
|
(4)
|
Weighted average interest rate of
3.28%
and
4.48%
at
March 31, 2017
and
December 31, 2016
, respectively.
|
(amounts in millions)
|
|
|
Principal Payments
|
||
2017 - remaining
|
|
|
$
|
25.3
|
|
2018
|
|
|
33.6
|
|
|
2019
|
|
|
33.4
|
|
|
2020
|
|
|
1,331.1
|
|
|
2021
|
(*)
|
|
2,354.2
|
|
|
2022
|
|
|
1,100.4
|
|
|
Thereafter
|
|
|
373.6
|
|
|
Total
|
|
|
$
|
5,251.6
|
|
(*)
|
In the event the Company is able to prepay, redeem or otherwise retire and/or refinance in full its
$1.10 billion
6.50%
USD Notes due 2022, as permitted under the Amended and Restated Credit Agreement, on or prior to November 2, 2021, the maturity date of approximately
$1.93 billion
of first lien debt will be extended to June 7, 2023 from November 2, 2021.
|
(in millions)
|
Traded against USD
|
|
Traded against EUR
(USD equivalent)
|
||||||||||||
Currency
|
Purchasing
|
|
Selling
|
|
Purchasing
|
|
Selling
|
||||||||
Euro (EUR)
|
$
|
157.9
|
|
|
$
|
347.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Brazilian Real (BRL)
|
45.2
|
|
|
123.7
|
|
|
—
|
|
|
2.2
|
|
||||
Japanese Yen (JPY)
|
45.1
|
|
|
20.6
|
|
|
3.3
|
|
|
3.5
|
|
||||
British Pound (GBP)
|
31.2
|
|
|
—
|
|
|
82.2
|
|
|
—
|
|
||||
Other
|
19.4
|
|
|
19.8
|
|
|
—
|
|
|
0.6
|
|
||||
Total
|
$
|
298.8
|
|
|
$
|
511.6
|
|
|
$
|
85.5
|
|
|
$
|
6.3
|
|
(amounts in millions)
|
|
Balance sheet location
|
|
March 31,
2017 |
|
December 31, 2016
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Accrued expenses and other current liabilities
|
|
$
|
8.5
|
|
|
$
|
10.2
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||
Foreign exchange and metals contracts
|
|
Other current assets
|
|
8.4
|
|
|
8.5
|
|
||
Foreign exchange and metals contracts
|
|
Accrued expenses and other current liabilities
|
|
12.0
|
|
|
10.7
|
|
||
Net derivative contract liability
|
|
|
|
$
|
(12.1
|
)
|
|
$
|
(12.4
|
)
|
(amounts in millions)
|
|
Amount of loss recognized in Other Comprehensive Income for the three months ended March 31,
|
|
Location of loss reclassified from Accumulated Other Comprehensive Income
|
|
Amount of loss reclassified from Accumulated Other Comprehensive Income into income for the three months ended March 31,
|
||||||||||||
Derivatives designated as hedging instruments:
|
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
|||||||||
Interest rate swaps
|
|
$
|
1.4
|
|
|
$
|
13.9
|
|
|
Interest expense, net
|
|
$
|
3.0
|
|
|
$
|
2.9
|
|
(amounts in millions)
|
|
Location of loss recognized in income on derivatives
|
|
Amount of loss recognized in income on derivatives for the three months ended March 31,
|
||||||
Derivatives not designated as hedging
instruments: |
|
|
2017
|
|
2016
|
|||||
Foreign exchange and metals contracts
|
|
Other expense, net
|
|
$
|
1.4
|
|
|
$
|
5.3
|
|
|
March 31, 2017
|
||||||||||||||||||||||
(amounts in millions)
|
Amounts offset
|
|
Amounts not offset
|
|
Net
|
||||||||||||||||||
|
Gross
|
|
Gross offset
|
|
Net amounts presented
|
|
Financial instruments
|
|
Cash collateral paid
|
|
|
||||||||||||
Derivative assets
|
$
|
7.4
|
|
|
$
|
—
|
|
|
$
|
7.4
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
7.1
|
|
Derivative liabilities
|
11.3
|
|
|
—
|
|
|
11.3
|
|
|
(3.4
|
)
|
|
(0.8
|
)
|
|
7.1
|
|
|
December 31, 2016
|
||||||||||||||||||||||
(amounts in millions)
|
Amounts offset
|
|
Amounts not offset
|
|
Net
|
||||||||||||||||||
|
Gross
|
|
Gross offset
|
|
Net amounts presented
|
|
Financial instruments
|
|
Cash collateral paid
|
|
|
||||||||||||
Derivative assets
|
$
|
6.3
|
|
|
$
|
—
|
|
|
$
|
6.3
|
|
|
$
|
(2.5
|
)
|
|
$
|
—
|
|
|
$
|
3.8
|
|
Derivative liabilities
|
8.9
|
|
|
—
|
|
|
8.9
|
|
|
(2.6
|
)
|
|
(1.0
|
)
|
|
5.3
|
|
•
|
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)
|
March 31,
2017 |
|
Quoted prices in
active markets
(Level 1)
|
|
Significant
other observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
70.4
|
|
|
$
|
3.5
|
|
|
$
|
66.9
|
|
|
$
|
—
|
|
Available for sale equity securities
|
2.8
|
|
|
2.1
|
|
|
0.7
|
|
|
—
|
|
||||
Derivatives
|
8.4
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
||||
Total
|
$
|
81.6
|
|
|
$
|
5.6
|
|
|
$
|
76.0
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liability Category
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives
|
$
|
20.5
|
|
|
$
|
—
|
|
|
$
|
20.5
|
|
|
$
|
—
|
|
Long-term contingent consideration
|
76.9
|
|
|
—
|
|
|
—
|
|
|
76.9
|
|
||||
Total
|
$
|
97.4
|
|
|
$
|
—
|
|
|
$
|
20.5
|
|
|
$
|
76.9
|
|
|
|
|
Fair Value Measurement Using
|
||||||||||||
(amounts in millions)
|
December 31,
2016 |
|
Quoted prices in
active markets
(Level 1)
|
|
Significant
other observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
48.2
|
|
|
$
|
—
|
|
|
$
|
48.2
|
|
|
$
|
—
|
|
Available for sale equity securities
|
5.7
|
|
|
5.1
|
|
|
0.6
|
|
|
—
|
|
||||
Derivatives
|
8.5
|
|
|
—
|
|
|
8.5
|
|
|
—
|
|
||||
Total
|
$
|
62.4
|
|
|
$
|
5.1
|
|
|
$
|
57.3
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liability Category
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives
|
$
|
20.9
|
|
|
$
|
—
|
|
|
$
|
20.9
|
|
|
$
|
—
|
|
Long-term contingent consideration
|
75.8
|
|
|
—
|
|
|
—
|
|
|
75.8
|
|
||||
Total
|
$
|
96.7
|
|
|
$
|
—
|
|
|
$
|
20.9
|
|
|
$
|
75.8
|
|
(1)
|
There were
no
other changes to the Company's Level 3 instruments including transfers, purchases, sales, or settlements during the
three months ended
March 31, 2017
.
|
(amounts in millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
||||||||
USD Senior Notes due 2022
|
$
|
1,083.9
|
|
|
$
|
1,140.7
|
|
|
$
|
1,083.2
|
|
|
$
|
1,109.2
|
|
EUR Senior Notes due 2023
|
367.3
|
|
|
384.7
|
|
|
362.4
|
|
|
372.1
|
|
||||
USD Senior Notes due 2021
|
489.5
|
|
|
554.8
|
|
|
489.0
|
|
|
555.4
|
|
||||
First Lien Credit Facility - U.S. Dollar Term Loans, due 2020
|
582.7
|
|
|
612.7
|
|
|
582.5
|
|
|
616.8
|
|
||||
First Lien Credit Facility - U.S. Dollar Term Loans, due 2021
(1)
|
1,442.0
|
|
|
1,473.1
|
|
|
1,444.2
|
|
|
1,493.4
|
|
||||
First Lien Credit Facility - Euro Term Loans, due 2020
|
735.2
|
|
|
749.1
|
|
|
726.5
|
|
|
742.3
|
|
||||
First Lien Credit Facility - Euro Term Loans, due 2021
(1)
|
455.6
|
|
|
459.9
|
|
|
450.7
|
|
|
459.2
|
|
||||
Capital lease obligations
|
3.8
|
|
|
3.8
|
|
|
4.6
|
|
|
4.7
|
|
||||
Total
|
$
|
5,160.0
|
|
|
$
|
5,378.8
|
|
|
$
|
5,143.1
|
|
|
$
|
5,353.1
|
|
(1)
|
In the event the Company is able to prepay, redeem or otherwise retire and/or refinance in full its
$1.10 billion
6.50%
USD Notes due 2022, as permitted under the Amended and Restated Credit Agreement, on or prior to November 2, 2021, the maturity date will be extended to June 7, 2023 from November 2, 2021.
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||||||
(amounts in millions)
|
Foreign Currency Translation Adjustments
|
|
Pension and Post-retirement Plans
|
|
Unrealized Loss on Available for Sale Securities
|
|
Derivative Financial Instrument Revaluation
|
|
Non-Controlling Interests
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||||||||
Balance at December 31, 2016
|
$
|
(694.7
|
)
|
|
$
|
(18.8
|
)
|
|
$
|
0.4
|
|
|
$
|
(5.8
|
)
|
|
$
|
44.4
|
|
|
$
|
(674.5
|
)
|
Other comprehensive income (loss) before reclassifications, net
|
180.6
|
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(1.4
|
)
|
|
(5.4
|
)
|
|
173.1
|
|
||||||
Reclassifications, pretax
|
—
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
3.0
|
|
||||||
Balance at March 31, 2017
|
$
|
(514.1
|
)
|
|
$
|
(19.1
|
)
|
|
$
|
—
|
|
|
$
|
(4.2
|
)
|
|
$
|
39.0
|
|
|
$
|
(498.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 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 December 31, 2015
|
$
|
(899.3
|
)
|
|
$
|
(26.3
|
)
|
|
$
|
1.2
|
|
|
$
|
(8.1
|
)
|
|
$
|
46.4
|
|
|
$
|
(886.1
|
)
|
Other comprehensive income (loss) before reclassifications, net
|
321.5
|
|
|
—
|
|
|
(0.4
|
)
|
|
(13.9
|
)
|
|
(11.7
|
)
|
|
295.5
|
|
||||||
Reclassifications, pretax
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
2.9
|
|
||||||
Balance at March 31, 2016
|
$
|
(577.8
|
)
|
|
$
|
(26.3
|
)
|
|
$
|
0.8
|
|
|
$
|
(19.1
|
)
|
|
$
|
34.7
|
|
|
$
|
(587.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
(amounts in millions, except per share amounts)
|
2017
|
|
2016
|
||||
Net loss attributable to common stockholders
|
$
|
(24.4
|
)
|
|
$
|
(134.8
|
)
|
|
|
|
|
||||
Basic weighted average common stock outstanding
|
284.5
|
|
|
229.5
|
|
||
Share adjustments
(1)
|
—
|
|
|
—
|
|
||
Dilutive weighted average common stock outstanding
|
284.5
|
|
|
229.5
|
|
||
Loss per share attributable to common stockholders:
|
|
|
|
|
|
||
Basic
|
$
|
(0.09
|
)
|
|
$
|
(0.59
|
)
|
Diluted
|
$
|
(0.09
|
)
|
|
$
|
(0.59
|
)
|
|
|
|
|
||||
Dividends per share paid to common stockholders
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
For the three months ended March 31, 2017
and
2016
no
share adjustments are included in the dilutive weighted average shares outstanding computation as their effect would have been anti-dilutive. For more information about such dilutive shares outstanding, refer to the table below.
|
|
Three Months Ended March 31,
|
||||
(amounts in thousands)
|
2017
|
|
2016
|
||
Shares issuable upon conversion of PDH Common Stock
|
7,504
|
|
|
8,052
|
|
Shares issuable upon conversion of Series A Preferred Stock
|
2,000
|
|
|
2,000
|
|
Shares issuable upon conversion of Series B Convertible Preferred Stock*
|
—
|
|
|
22,108
|
|
Shares contingently issuable for the contingent consideration
|
6,141
|
|
|
8,704
|
|
Stock options
|
49
|
|
|
—
|
|
RSUs
|
711
|
|
|
—
|
|
Shares issuable under the ESPP
|
6
|
|
|
1
|
|
|
16,411
|
|
|
40,865
|
|
|
Three Months Ended March 31,
|
||||||
(amounts in millions)
|
2017
|
|
2016
|
||||
Performance Solutions
|
$
|
2.3
|
|
|
$
|
4.2
|
|
Agricultural Solutions
|
—
|
|
|
0.9
|
|
||
Total restructuring
|
$
|
2.3
|
|
|
$
|
5.1
|
|
|
Three Months Ended March 31,
|
||||||
(amounts in millions)
|
2017
|
|
2016
|
||||
Cost of sales
|
$
|
(0.5
|
)
|
|
$
|
(0.4
|
)
|
Selling, technical, general and administrative
|
2.8
|
|
|
5.5
|
|
||
Total restructuring
|
$
|
2.3
|
|
|
$
|
5.1
|
|
Assembly Solutions:
|
|
The business develops, manufactures and sells innovative interconnected materials, primarily in the electronics market, used to assemble printed circuit boards and advanced semiconductor packaging.
|
Electronics Solutions
:
|
|
The business designs and formulates a complete line of proprietary “wet” dynamic chemistries used by customers to process the surface of the printed circuit boards and other electronic components they manufacture.
|
Industrial Solutions
|
|
The business' dynamic chemistries are used for finishing, cleaning and providing surface coatings for a broad range of metal and non-metal surfaces which improve the performance or look of a component of an industrial part or process.
|
Graphic Solutions:
|
|
The business produces photopolymers, through an extensive line of flexographic plates, which are used to produce printing plates for transferring images onto commercial packaging, including packaging for consumer food products, pet food bags, corrugated boxes, labels and beverage containers. In addition, the segment also produces photopolymer printing plates for the flexographic and letterpress newspaper and publications markets.
|
Offshore Solutions:
|
|
The business produces water-based hydraulic control fluids for major oil and gas companies and drilling contractors for offshore deep water production and drilling applications.
|
Crop Establishment:
|
|
Focuses on seed treatment and in-furrow applications to protect the crop in its early stages.
|
Plant Stress and Stimulation:
|
|
Helps the metabolism of the plant deal with abiotic stresses such as drought and cold, while stimulating it to enhance yields through the use of biostimulants and other solutions.
|
Resistant Weed Management:
|
|
Develops solutions to manage weed resistance of widely used herbicides such as glyphosate.
|
Specialty Protection Niches:
|
|
Creates solutions to fight against niche pests in underserved segments such as mites or bacteria.
|
Crop Residue Management:
|
|
Develops standalone biocontrol solutions or combinations of biocontrol with conventional crop protection to help growers to effectively manage residue levels in fruits & vegetables and address evolving food chain requirements.
|
|
Three Months Ended March 31,
|
||||||
(amounts in millions)
|
2017
|
|
2016
|
||||
Net Sales:
|
|
|
|
||||
Performance Solutions
|
$
|
447.1
|
|
|
$
|
420.0
|
|
Agricultural Solutions
|
414.7
|
|
|
403.8
|
|
||
Consolidated net sales
|
$
|
861.8
|
|
|
$
|
823.8
|
|
Adjusted EBITDA:
|
|
|
|
|
|
||
Performance Solutions
|
$
|
102.3
|
|
|
$
|
83.0
|
|
Agricultural Solutions
|
90.8
|
|
|
85.4
|
|
||
Consolidated adjusted EBITDA
|
$
|
193.1
|
|
|
$
|
168.4
|
|
|
Three months ended March 31,
|
||||||
(amounts in millions)
|
2017
|
|
2016
|
||||
Net loss attributable to common stockholders
|
$
|
(24.4
|
)
|
|
$
|
(134.8
|
)
|
Net income attributable to the non-controlling interests
|
0.8
|
|
|
0.4
|
|
||
Income tax expense
|
18.7
|
|
|
18.4
|
|
||
Loss before income taxes and non-controlling interests
|
(4.9
|
)
|
|
(116.0
|
)
|
||
Adjustments to reconcile to adjusted EBITDA:
|
|
|
|
||||
Interest expense, net
|
89.4
|
|
|
93.8
|
|
||
Depreciation expense
|
17.3
|
|
|
18.2
|
|
||
Amortization expense
|
68.6
|
|
|
64.4
|
|
||
Long-term compensation issued in connection with acquisitions
|
—
|
|
|
0.3
|
|
||
Restructuring expense
|
2.3
|
|
|
5.1
|
|
||
Manufacturer's profit in inventory purchase accounting adjustments
|
—
|
|
|
12.0
|
|
||
Acquisition and integration costs
|
3.6
|
|
|
18.9
|
|
||
Non-cash change in fair value of contingent consideration
|
1.1
|
|
|
2.8
|
|
||
Foreign exchange loss on foreign denominated external and internal long-term debt
|
11.8
|
|
|
66.1
|
|
||
Other, net
|
3.9
|
|
|
2.8
|
|
||
Adjusted EBITDA
|
$
|
193.1
|
|
|
$
|
168.4
|
|
|
Three Months Ended March 31,
|
|
|
|
Constant Currency
% Change
|
||||||||
($ amounts in millions)
|
2017
|
|
2016
|
|
% Change
|
|
|||||||
Net sales
|
$
|
861.8
|
|
|
$
|
823.8
|
|
|
5
|
%
|
|
5
|
%
|
Cost of sales
|
483.4
|
|
|
467.8
|
|
|
3
|
%
|
|
4
|
%
|
||
Gross profit
|
378.4
|
|
|
356.0
|
|
|
6
|
%
|
|
8
|
%
|
||
Selling, technical, general and administrative
|
257.5
|
|
|
284.0
|
|
|
(9
|
)%
|
|
(10
|
)%
|
||
Research and development
|
21.6
|
|
|
19.9
|
|
|
9
|
%
|
|
7
|
%
|
||
Operating profit
|
99.3
|
|
|
52.1
|
|
|
91
|
%
|
|
104
|
%
|
||
Interest expense, net
|
(89.4
|
)
|
|
(93.8
|
)
|
|
(5
|
)%
|
|
|
|||
Foreign exchange loss
|
(12.6
|
)
|
|
(71.1
|
)
|
|
(82
|
)%
|
|
|
|||
Other expense, net
|
(2.2
|
)
|
|
(3.2
|
)
|
|
(31
|
)%
|
|
|
|||
Income tax expense
|
(18.7
|
)
|
|
(18.4
|
)
|
|
2
|
%
|
|
|
|||
Net loss
|
$
|
(23.6
|
)
|
|
$
|
(134.4
|
)
|
|
(82
|
)%
|
|
|
|
Three Months Ended March 31,
|
|
|
|
Constant Currency
% Change
|
||||||
($ amounts in millions)
|
2017
|
|
2016
|
|
% Change
|
|
|||||
Performance Solutions
|
$
|
447.1
|
|
|
$
|
420.0
|
|
|
6%
|
|
9%
|
Agricultural Solutions
|
414.7
|
|
|
403.8
|
|
|
3%
|
|
2%
|
||
Total
|
$
|
861.8
|
|
|
$
|
823.8
|
|
|
5%
|
|
5%
|
|
Three Months Ended March 31,
|
|
|
|
Constant Currency
% Change
|
||||||
($ amounts in millions)
|
2017
|
|
2016
|
|
% Change
|
|
|||||
Gross profit
|
|
|
|
|
|
|
|
||||
Performance Solutions
|
$
|
196.8
|
|
|
$
|
177.7
|
|
|
11%
|
|
13%
|
Agricultural Solutions
|
181.6
|
|
|
178.3
|
|
|
2%
|
|
2%
|
||
Total
|
$
|
378.4
|
|
|
$
|
356.0
|
|
|
6%
|
|
8%
|
|
|
|
|
|
|
|
|
||||
Gross margin
|
|
|
|
|
|
|
|
||||
Performance Solutions
|
44.0
|
%
|
|
42.3
|
%
|
|
170 bps
|
|
170 bps
|
||
Agricultural Solutions
|
43.8
|
%
|
|
44.2
|
%
|
|
(40) bps
|
|
—
|
||
Total
|
43.9
|
%
|
|
43.2
|
%
|
|
70 bps
|
|
90 bps
|
|
Three Months Ended March 31,
|
|
|
|
Constant Currency
% Change
|
||||||
($ amounts in millions)
|
2017
|
|
2016
|
|
% Change
|
|
|||||
Selling, technical, general and administrative expense
|
|
|
|
|
|
|
|
||||
Performance Solutions
|
$
|
118.6
|
|
|
$
|
124.0
|
|
|
(4)%
|
|
(3)%
|
Agricultural Solutions
|
119.2
|
|
|
116.0
|
|
|
3%
|
|
(1)%
|
||
PSP Corporate
|
19.7
|
|
|
44.0
|
|
|
(55)%
|
|
(55)%
|
||
Total
|
$
|
257.5
|
|
|
$
|
284.0
|
|
|
(9)%
|
|
(10)%
|
|
|
|
|
|
|
|
|
||||
STG&A as a % of net sales
|
|
|
|
|
|
|
|
||||
Performance Solutions
|
26.5
|
%
|
|
29.5
|
%
|
|
(300) bps
|
|
(310) bps
|
||
Agricultural Solutions
|
28.7
|
%
|
|
28.7
|
%
|
|
—
|
|
(80) bps
|
||
Total
|
29.9
|
%
|
|
34.5
|
%
|
|
(460) bps
|
|
(510) bps
|
|
Three Months Ended March 31,
|
|
|
|
Constant Currency
% Change
|
||||||
($ amounts in millions)
|
2017
|
|
2016
|
|
% Change
|
|
|||||
Research and development expense
|
|
|
|
|
|
|
|
||||
Performance Solutions
|
$
|
11.0
|
|
|
$
|
12.2
|
|
|
(10)%
|
|
(9)%
|
Agricultural Solutions
|
10.6
|
|
|
7.7
|
|
|
38%
|
|
31%
|
||
Total
|
$
|
21.6
|
|
|
$
|
19.9
|
|
|
9%
|
|
7%
|
|
|
|
|
|
|
|
|
||||
R&D as a % of net sales
|
|
|
|
|
|
|
|
||||
Performance Solutions
|
2.5
|
%
|
|
2.9
|
%
|
|
(40) bps
|
|
(50) bps
|
||
Agricultural Solutions
|
2.6
|
%
|
|
1.9
|
%
|
|
70 bps
|
|
60 bps
|
||
Total
|
2.5
|
%
|
|
2.4
|
%
|
|
10 bps
|
|
—
|
|
Three Months Ended March 31,
|
|
|
|
Constant Currency
% Change
|
||||||
($ amounts in millions)
|
2017
|
|
2016
|
|
% Change
|
|
|||||
Operating profit
|
|
|
|
|
|
|
|
||||
Performance Solutions
|
$
|
67.2
|
|
|
$
|
41.5
|
|
|
62%
|
|
67%
|
Agricultural Solutions
|
51.8
|
|
|
54.6
|
|
|
(5)%
|
|
4%
|
||
PSP Corporate
|
(19.7
|
)
|
|
(44.0
|
)
|
|
(55)%
|
|
(55)%
|
||
Total
|
$
|
99.3
|
|
|
$
|
52.1
|
|
|
91%
|
|
104%
|
|
|
|
|
|
|
|
|
||||
Operating margin
|
|
|
|
|
|
|
|
||||
Performance Solutions
|
15.0
|
%
|
|
9.9
|
%
|
|
510 bps
|
|
530 bps
|
||
Agricultural Solutions
|
12.5
|
%
|
|
13.5
|
%
|
|
(100) bps
|
|
30 bps
|
||
Total
|
11.5
|
%
|
|
6.3
|
%
|
|
520 bps
|
|
600 bps
|
|
Three Months Ended March 31,
|
||||||
(amounts in millions)
|
2017
|
|
2016
|
||||
Interest expense, net
|
$
|
(89.4
|
)
|
|
$
|
(93.8
|
)
|
Foreign exchange loss
|
(12.6
|
)
|
|
(71.1
|
)
|
||
Other expense, net
|
(2.2
|
)
|
|
(3.2
|
)
|
||
Total other expense
|
$
|
(104.2
|
)
|
|
$
|
(168.1
|
)
|
|
Three Months Ended March 31,
|
||||||
(amounts in millions)
|
2017
|
|
2016
|
||||
Income tax expense
|
$
|
(18.7
|
)
|
|
$
|
(18.4
|
)
|
|
Three Months Ended March 31,
|
|
|
|
Constant Currency
|
||||||
(amounts in millions)
|
2017
|
|
2016
|
|
% Change
|
|
% Change
|
||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
||
Performance Solutions
|
$
|
102.3
|
|
|
$
|
83.0
|
|
|
23%
|
|
27%
|
Agricultural Solutions
|
90.8
|
|
|
85.4
|
|
|
6%
|
|
8%
|
||
Consolidated adjusted EBITDA
|
$
|
193.1
|
|
|
$
|
168.4
|
|
|
15%
|
|
18%
|
|
Three Months Ended March 31,
|
||||||
(amounts in millions)
|
2017
|
|
2016
|
||||
Cash and cash equivalents, beginning of the period
|
$
|
422.6
|
|
|
$
|
432.2
|
|
Cash used in operating activities
|
(120.4
|
)
|
|
(210.4
|
)
|
||
Cash used in investing activities
|
(25.4
|
)
|
|
(19.9
|
)
|
||
Cash provided by financing activities
|
80.0
|
|
|
120.7
|
|
||
Exchange rate impact on cash and cash equivalents
|
9.6
|
|
|
7.1
|
|
||
Cash and cash equivalents, end of the period
|
$
|
366.4
|
|
|
$
|
329.7
|
|
|
|
|
|
||||
Key operating metrics
|
|
|
|
||||
Days sales outstanding (DSO)
(a)
|
|
|
|
||||
Performance Solutions segment
|
72
|
|
|
73
|
|
||
Agricultural Solutions segment
|
184
|
|
|
188
|
|
||
Consolidated Platform Specialty Products
|
126
|
|
|
130
|
|
||
|
|
|
|
||||
Days in Inventory (DII)
(b)
|
|
|
|
||||
Performance Solutions segment
|
66
|
|
|
69
|
|
||
Agricultural Solutions segment
|
138
|
|
|
173
|
|
||
Consolidated Platform Specialty Products
|
101
|
|
|
119
|
|
(a)
|
Calculated as the product of our total net accounts receivable balance and 360 divided by our annualized sales.
|
(b)
|
Calculated as the product of our total net inventory balance and 360 divided by our annualized cost of sales excluding intercompany sales.
|
•
|
$1.94 billion
of Senior Notes;
|
•
|
$3.22 billion
of term debt arrangements outstanding under our First Lien Credit Facility; and
|
•
|
$179 million
of borrowings under local and revolving lines of credit.
|
•
|
implementing a global consolidation and planning system;
|
•
|
implementing control processes relating to newly-acquired businesses and non-routine transactions;
|
•
|
implementing enhanced monitoring controls relating to the financial reporting and performance of our newly-acquired businesses;
|
•
|
enhancing our financial planning and analysis function within our businesses and at the corporate level;
|
•
|
adding further qualified resources to our corporate and segment staff; and
|
•
|
enhancing the controllership function in our newly-acquired businesses.
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased As Part of a Publicly Announced Repurchased Program
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Repurchase Program
|
|||
January 1 - January 31
|
—
|
|
|
$
|
—
|
|
|
*
|
|
*
|
February 1 - February 28
|
—
|
|
|
—
|
|
|
*
|
|
*
|
|
March 1 - March 31
|
6,618
|
|
(1)
|
13.02
|
|
|
*
|
|
*
|
|
Total
|
6,618
|
|
|
$
|
13.02
|
|
|
*
|
|
*
|
*
|
Not applicable as the Company does not have a share repurchase program in effect.
|
(1)
|
Represents shares repurchased by the Company in connection with employee elections to use shares to pay withholding taxes upon the vesting of their RSUs.
|
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 the Current Report on Form 8-K filed on June 13, 2014, and incorporated herein by reference)
|
3.2
|
Amended and Restated By-laws (filed as Exhibit 3.2 of the Annual Report on Form 10-K filed on March 31, 2014, and incorporated herein by reference)
|
10.1
|
Second Amended and Restated Credit Agreement, dated as of August 6, 2014, among, inter alia, the Company, MacDermid Holdings, LLC, MacDermid, Incorporated, the subsidiaries of the borrower from time to time parties thereto, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent and collateral agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 8, 2014, and incorporated herein by reference)
|
10.2
|
Amendment No. 7, dated April 18, 2017, among, inter alios, Platform, MacDermid, the subsidiaries of the borrowers from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent (filed as Exhibit 10.1 of the Current Report on Form 8-K filed on April 18, 2017, and incorporated herein by reference)
|
10.3
|
Amended and Restated Security Agreement, dated as of October 31, 2013, among the Company, MacDermid Holdings, LLC, MacDermid, Incorporated and the subsidiaries of the borrowers from time to time parties thereto in favor of Barclays Bank PLC, as collateral agent (filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed on March 31, 2014, and incorporated herein by reference)
|
10.4†
|
Form of Change in Control Agreement (filed as Exhibit 10.1 of the Current Report on Form 8-K filed on April 8, 2016, and incorporated herein by reference)
|
10.5
|
Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan (filed as Appendix A to Platform’s Definitive Proxy Statement, as filed on April 25, 2014, and incorporated herein by reference)
|
10.6†*
|
Letter Agreement dated July 11, 2016 by and between Platform and Mr. John P. Connolly
|
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
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
PLATFORM SPECIALTY PRODUCTS CORPORATION
|
|
|
|
|
|
By:
|
/s/ John P. Connolly
|
|
|
John P. Connolly
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
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 the Current Report on Form 8-K filed on June 13, 2014, and incorporated herein by reference)
|
3.2
|
Amended and Restated By-laws (filed as Exhibit 3.2 of the Annual Report on Form 10-K filed on March 31, 2014, and incorporated herein by reference)
|
10.1
|
Second Amended and Restated Credit Agreement, dated as of August 6, 2014, among, inter alia, the Company, MacDermid Holdings, LLC, MacDermid, Incorporated, the subsidiaries of the borrower from time to time parties thereto, the lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent and collateral agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 8, 2014, and incorporated herein by reference)
|
10.2
|
Amendment No. 7, dated April 18, 2017, among, inter alios, Platform, MacDermid, the subsidiaries of the borrowers from time to time parties thereto, the lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent and collateral agent (filed as Exhibit 10.1 of the Current Report on Form 8-K filed on April 18, 2017, and incorporated herein by reference)
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10.3
|
Amended and Restated Security Agreement, dated as of October 31, 2013, among the Company, MacDermid Holdings, LLC, MacDermid, Incorporated and the subsidiaries of the borrowers from time to time parties thereto in favor of Barclays Bank PLC, as collateral agent (filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed on March 31, 2014, and incorporated herein by reference)
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10.4†
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Form of Change in Control Agreement (filed as Exhibit 10.1 of the Current Report on Form 8-K filed on April 8, 2016, and incorporated herein by reference)
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10.5
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Platform Specialty Products Corporation Amended and Restated 2013 Incentive Compensation Plan (filed as Appendix A to Platform’s Definitive Proxy Statement, as filed on April 25, 2014, and incorporated herein by reference)
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10.6†*
|
Letter Agreement dated July 11, 2016 by and between Platform and Mr. John P. Connolly
|
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
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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
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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
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(i)
|
you are convicted of, or plead guilty or nolo contendere to, any crime constituting a felony or involving dishonesty or moral turpitude;
|
(ii)
|
you engage in any activity that amounts to negligence and that significantly affects the business affairs, or reputation of Platform or its subsidiaries or business units;
|
(iii)
|
you willfully fail to perform your duties, or perform your duties in a grossly negligent manner, which failure or performance continues for twenty (20) days after written notice from Platform; or
|
(iv)
|
you violate the Company's policies, or the law, and such violation creates liability (actual or potential) for Platform or its subsidiaries or business units;
|
|
PLATFORM SPECIALTY PRODUCTS CORPORATION
|
|
|
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/s/ Sanjiv Khattri
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Sanjiv Khattri
|
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Chief Financial Officer for Platform
|
|
|
|
|
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/s/ John P. Connolly
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|
7/26/16
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John P. Connolly
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|
Date
|
|
|
|
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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.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
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)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 9, 2017
|
|
|
|
|
/s/ Rakesh Sachdev
|
|
|
Rakesh Sachdev
|
||
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Platform Specialty Products Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
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;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 9, 2017
|
|
|
|
|
/s/ John P. Connolly
|
|
|
John P. Connolly
|
||
Chief Financial Officer
|
|
Date:
|
May 9, 2017
|
|
By:
|
/s/ Rakesh Sachdev
|
|
Name:
|
Rakesh Sachdev
|
|
Title:
|
Chief Executive Officer
|
|
Date:
|
May 9, 2017
|
|
By:
|
/s/ John P. Connolly
|
|
Name:
|
John P. Connolly
|
|
Title:
|
Chief Financial Officer
|