x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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47-5632014
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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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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
x
No
¨
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
x
No
¨
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
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||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes
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¨
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No
|
x
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Page
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•
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“Versum,” “we,” “our,” “us” and “the company” refer to Versum Materials, Inc. and its consolidated subsidiaries for periods subsequent to the Separation and Distribution completed on October 1, 2016.
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•
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“Air Products” refers to Air Products and Chemicals, Inc. and its consolidated subsidiaries, not including, for all periods following the Separation and Distribution, Versum.
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•
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References to the “Separation” refer to the legal separation resulting in the allocation, transfer and assignment to Versum of the assets, liabilities and operations of Air Products’ Electronic Materials business and the creation, as a result of the Distribution, of a separate, publicly traded company, Versum, which holds the Electronic Materials business.
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•
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References to the “Distribution” refer to the distribution by Air Products to its stockholders completed on October 1, 2016, of 100% of the outstanding shares of Versum, as further described herein.
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Three Months Ended March 31,
|
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Six Months Ended March 31,
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||||||||||||
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2018
|
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2017
|
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2018
|
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2017
|
||||||||
(In millions, except per share data)
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
340.7
|
|
|
$
|
270.8
|
|
|
$
|
671.5
|
|
|
$
|
541.6
|
|
Cost of sales
|
195.9
|
|
|
154.5
|
|
|
387.5
|
|
|
305.4
|
|
||||
Selling and administrative
|
36.6
|
|
|
29.5
|
|
|
71.9
|
|
|
59.7
|
|
||||
Research and development
|
11.1
|
|
|
10.9
|
|
|
23.8
|
|
|
21.2
|
|
||||
Business separation, restructuring and cost reduction actions
|
8.2
|
|
|
6.1
|
|
|
10.0
|
|
|
9.3
|
|
||||
Other (income) expense, net
|
(0.5
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(3.0
|
)
|
||||
Operating Income
|
89.4
|
|
|
69.9
|
|
|
178.3
|
|
|
149.0
|
|
||||
Interest expense
|
11.9
|
|
|
11.6
|
|
|
23.2
|
|
|
23.1
|
|
||||
Write-off of financing costs
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
||||
Income Before Taxes
|
77.5
|
|
|
58.3
|
|
|
153.0
|
|
|
125.9
|
|
||||
Income tax provision
|
14.2
|
|
|
11.5
|
|
|
69.1
|
|
|
26.8
|
|
||||
Net Income
|
63.3
|
|
|
46.8
|
|
|
83.9
|
|
|
99.1
|
|
||||
Less: Net Income Attributable to Non-Controlling Interests
|
1.7
|
|
|
1.9
|
|
|
3.7
|
|
|
3.4
|
|
||||
Net Income Attributable to Versum
|
$
|
61.6
|
|
|
$
|
44.9
|
|
|
$
|
80.2
|
|
|
$
|
95.7
|
|
Net income attributable to Versum per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.57
|
|
|
$
|
0.41
|
|
|
$
|
0.74
|
|
|
$
|
0.88
|
|
Diluted
|
$
|
0.56
|
|
|
$
|
0.41
|
|
|
$
|
0.73
|
|
|
$
|
0.88
|
|
Shares used in computing per common share amounts:
|
|
|
|
|
|
|
|
||||||||
Basic
|
108.9
|
|
|
108.7
|
|
|
108.9
|
|
|
108.7
|
|
||||
Diluted
|
109.7
|
|
|
109.3
|
|
|
109.8
|
|
|
109.2
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
||||||||
Net Income
|
$
|
63.3
|
|
|
$
|
46.8
|
|
|
$
|
83.9
|
|
|
$
|
99.1
|
|
Other Comprehensive Income (Loss), net of tax
|
|
|
|
|
|
|
|
||||||||
Translation adjustments, net
|
6.6
|
|
|
29.3
|
|
|
26.3
|
|
|
(0.8
|
)
|
||||
Gain from hedging activities
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Pension activity, net of tax for the three and six months ended March 31, 2018 of $0 and for the three and six months ended March 31, 2017 of $0 and $1.5 million, respectively
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(5.7
|
)
|
||||
Total Other Comprehensive Income (Loss)
|
6.6
|
|
|
29.1
|
|
|
26.4
|
|
|
(6.5
|
)
|
||||
Comprehensive Income
|
69.9
|
|
|
75.9
|
|
|
110.3
|
|
|
92.6
|
|
||||
Net Income Attributable to Non-controlling Interests
|
1.7
|
|
|
1.9
|
|
|
3.7
|
|
|
3.4
|
|
||||
Other Comprehensive Income (Loss) Attributable to Non-controlling Interests
|
0.9
|
|
|
2.4
|
|
|
1.6
|
|
|
1.4
|
|
||||
Comprehensive Income Attributable to Versum
|
$
|
67.3
|
|
|
$
|
71.6
|
|
|
$
|
105.0
|
|
|
$
|
87.8
|
|
|
March 31, 2018
|
|
September 30, 2017
|
||||
(In millions, except share data)
|
|
|
|
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash items
|
$
|
254.4
|
|
|
$
|
271.4
|
|
Trade receivables, net
|
165.9
|
|
|
145.3
|
|
||
Inventories
|
167.8
|
|
|
151.6
|
|
||
Contracts in progress, less progress billings
|
35.3
|
|
|
15.6
|
|
||
Prepaid expenses
|
18.0
|
|
|
12.2
|
|
||
Other current assets
|
10.4
|
|
|
10.8
|
|
||
Total Current Assets
|
651.8
|
|
|
606.9
|
|
||
Plant and equipment:
|
|
|
|
||||
Plant and equipment, at cost
|
1,033.4
|
|
|
955.2
|
|
||
Less: accumulated depreciation
|
649.4
|
|
|
624.9
|
|
||
Plant and equipment, net
|
384.0
|
|
|
330.3
|
|
||
Goodwill
|
188.2
|
|
|
182.6
|
|
||
Intangible assets, net
|
67.3
|
|
|
70.8
|
|
||
Other noncurrent assets
|
54.1
|
|
|
56.2
|
|
||
Total Noncurrent Assets
|
693.6
|
|
|
639.9
|
|
||
Total Assets
|
$
|
1,345.4
|
|
|
$
|
1,246.8
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Payables and accrued liabilities
|
$
|
75.8
|
|
|
$
|
120.8
|
|
Accrued income taxes
|
46.5
|
|
|
31.4
|
|
||
Current portion of long-term debt
|
5.8
|
|
|
5.8
|
|
||
Total Current Liabilities
|
128.1
|
|
|
158.0
|
|
||
Long-term debt
|
976.1
|
|
|
977.0
|
|
||
Noncurrent income tax payable
|
29.0
|
|
|
—
|
|
||
Deferred tax liabilities
|
31.4
|
|
|
37.3
|
|
||
Other noncurrent liabilities
|
53.8
|
|
|
49.9
|
|
||
Total Noncurrent Liabilities
|
1,090.3
|
|
|
1,064.2
|
|
||
Total Liabilities
|
1,218.4
|
|
|
1,222.2
|
|
||
Commitments and Contingencies - See Note 14
|
|
|
|
||||
Stockholders’ Equity (Deficit)
|
|
|
|
||||
Common stock (par value $1 per share; 250,000,000 shares authorized; outstanding 108,943,401 and 108,815,330 at March 31, 2018 and September 30, 2017, respectively)
|
108.9
|
|
|
108.8
|
|
||
Capital in excess of par
|
—
|
|
|
4.8
|
|
||
Accumulated deficit
|
(28.2
|
)
|
|
(105.2
|
)
|
||
Accumulated other comprehensive income (loss)
|
6.4
|
|
|
(18.4
|
)
|
||
Total Versum’s Stockholders’ Equity (Deficit)
|
87.1
|
|
|
(10.0
|
)
|
||
Non-controlling Interests
|
39.9
|
|
|
34.6
|
|
||
Total Stockholders’ Equity
|
127.0
|
|
|
24.6
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
1,345.4
|
|
|
$
|
1,246.8
|
|
|
Six Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
(In millions)
|
|
|
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
83.9
|
|
|
$
|
99.1
|
|
Less: Net income attributable to non-controlling interests
|
3.7
|
|
|
3.4
|
|
||
Net income attributable to Versum
|
80.2
|
|
|
95.7
|
|
||
Adjustments to reconcile income to cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
23.9
|
|
|
21.8
|
|
||
Deferred income taxes
|
(4.5
|
)
|
|
2.5
|
|
||
Gain on sale of assets
|
(0.3
|
)
|
|
(0.4
|
)
|
||
Share-based compensation
|
5.0
|
|
|
3.5
|
|
||
Other adjustments
|
(1.2
|
)
|
|
(1.1
|
)
|
||
Working capital changes that provided (used) cash:
|
|
|
|
||||
Trade receivables
|
(16.9
|
)
|
|
(32.0
|
)
|
||
Inventories
|
(10.6
|
)
|
|
(8.7
|
)
|
||
Contracts in progress, less progress billings
|
(18.0
|
)
|
|
7.4
|
|
||
Payables and accrued liabilities
|
(46.4
|
)
|
|
(17.4
|
)
|
||
Accrued income taxes
|
39.2
|
|
|
(1.9
|
)
|
||
Other working capital
|
6.1
|
|
|
23.6
|
|
||
Cash Provided by Operating Activities
|
56.5
|
|
|
93.0
|
|
||
Investing Activities
|
|
|
|
||||
Additions to plant and equipment
|
(65.1
|
)
|
|
(20.2
|
)
|
||
Proceeds from sale of assets
|
1.0
|
|
|
0.9
|
|
||
Cash Used for Investing Activities
|
(64.1
|
)
|
|
(19.3
|
)
|
||
Financing Activities
|
|
|
|
||||
Payments on long-term debt
|
(2.9
|
)
|
|
(2.9
|
)
|
||
Short-term borrowings
|
—
|
|
|
1.5
|
|
||
Debt issuance costs
|
—
|
|
|
(1.7
|
)
|
||
Dividends paid to shareholders
|
(10.9
|
)
|
|
—
|
|
||
Dividends paid to non-controlling interests
|
—
|
|
|
(1.2
|
)
|
||
Other financing activity
|
(2.8
|
)
|
|
0.1
|
|
||
Cash Used for Financing Activities
|
(16.6
|
)
|
|
(4.2
|
)
|
||
Effect of Exchange Rate Changes on Cash
|
7.2
|
|
|
0.7
|
|
||
(Decrease) Increase in Cash and Cash Items
|
(17.0
|
)
|
|
70.2
|
|
||
Cash and Cash items-Beginning of Year
|
271.4
|
|
|
105.6
|
|
||
Cash and Cash items-End of Period
|
$
|
254.4
|
|
|
$
|
175.8
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Cash paid for interest on debt
|
$
|
21.8
|
|
|
$
|
20.6
|
|
Cash paid for taxes
|
$
|
37.0
|
|
|
$
|
26.6
|
|
|
Common Stock
|
|
Capital in Excess of Par
|
|
Accumulated Deficit
|
|
Air Products’ Net
Investment |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total Versum’s Stockholders’
Equity (Deficit) |
|
Non-controlling
Interests |
|
Total
|
||||||||||||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance, September 30, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(127.3
|
)
|
|
$
|
(10.0
|
)
|
|
$
|
(137.3
|
)
|
|
$
|
33.9
|
|
|
$
|
(103.4
|
)
|
Net income
|
—
|
|
|
—
|
|
|
95.7
|
|
|
—
|
|
|
—
|
|
|
95.7
|
|
|
3.4
|
|
|
99.1
|
|
||||||||
Net Transfer to Air Products
|
—
|
|
|
—
|
|
|
(291.0
|
)
|
|
135.4
|
|
|
(2.1
|
)
|
|
(157.7
|
)
|
|
0.1
|
|
|
(157.6
|
)
|
||||||||
Reclassification of Air Products' net investment to additional paid in capital
|
—
|
|
|
8.1
|
|
|
—
|
|
|
(8.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cash dividend declared
|
—
|
|
|
(5.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|
—
|
|
|
(5.4
|
)
|
||||||||
Issuance of common stock at separation
|
108.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108.7
|
|
|
—
|
|
|
108.7
|
|
||||||||
Issuance of common stock through shared based compensation plans
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
|
(5.8
|
)
|
|
1.4
|
|
|
(4.4
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
2.4
|
|
||||||||
Dividends to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(1.2
|
)
|
||||||||
Balance, March 31, 2017
|
$
|
108.8
|
|
|
$
|
5.1
|
|
|
$
|
(195.3
|
)
|
|
$
|
—
|
|
|
$
|
(17.9
|
)
|
|
$
|
(99.3
|
)
|
|
$
|
37.6
|
|
|
$
|
(61.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance, September 30, 2017
|
$
|
108.8
|
|
|
$
|
4.8
|
|
|
$
|
(105.2
|
)
|
|
$
|
—
|
|
|
$
|
(18.4
|
)
|
|
$
|
(10.0
|
)
|
|
$
|
34.6
|
|
|
$
|
24.6
|
|
Net income
|
—
|
|
|
—
|
|
|
80.2
|
|
|
—
|
|
|
—
|
|
|
80.2
|
|
|
3.7
|
|
|
83.9
|
|
||||||||
Cash dividend paid
|
—
|
|
|
(7.7
|
)
|
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|
(10.9
|
)
|
|
—
|
|
|
(10.9
|
)
|
||||||||
Issuance of common stock through shared based compensation plans
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.8
|
|
|
24.8
|
|
|
1.6
|
|
|
26.4
|
|
||||||||
Share-based compensation
|
—
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
2.9
|
|
||||||||
Balance, March 31, 2018
|
$
|
108.9
|
|
|
$
|
—
|
|
|
$
|
(28.2
|
)
|
|
$
|
—
|
|
|
$
|
6.4
|
|
|
$
|
87.1
|
|
|
$
|
39.9
|
|
|
$
|
127.0
|
|
|
Severance and
Other Benefits
|
||
(In millions)
|
|
||
Balance, September 30, 2017
|
$
|
4.2
|
|
Current Period Charge
|
0.2
|
|
|
Cash Payments
|
(1.3
|
)
|
|
Balance, March 31, 2018
|
$
|
3.1
|
|
|
March 31, 2018
|
|
September 30, 2017
|
||||
(In millions)
|
|
|
|
||||
Inventories at FIFO cost
|
|
|
|
||||
Finished goods
|
$
|
98.0
|
|
|
$
|
87.6
|
|
Work in process
|
18.0
|
|
|
20.3
|
|
||
Raw materials, supplies and other
|
60.8
|
|
|
52.5
|
|
||
|
176.8
|
|
|
160.4
|
|
||
Less: Excess of FIFO cost over LIFO cost
|
(9.0
|
)
|
|
(8.8
|
)
|
||
Inventories
|
$
|
167.8
|
|
|
$
|
151.6
|
|
|
Materials
|
|
Delivery
Systems and
Services
|
|
Total
|
||||||
(In millions)
|
|
|
|
|
|
||||||
Balance, September 30, 2017
|
$
|
165.3
|
|
|
$
|
17.3
|
|
|
$
|
182.6
|
|
Currency translation adjustment
|
5.2
|
|
|
0.4
|
|
|
5.6
|
|
|||
Balance, March 31, 2018
|
$
|
170.5
|
|
|
$
|
17.7
|
|
|
$
|
188.2
|
|
|
March 31, 2018
|
|
September 30, 2017
|
||||
(In millions)
|
|
|
|
||||
Short-term borrowings
(A)
|
$
|
—
|
|
|
$
|
—
|
|
Current portion of long-term debt
|
5.8
|
|
|
5.8
|
|
||
Long-term debt
|
976.1
|
|
|
977.0
|
|
||
Total Debt
|
$
|
981.9
|
|
|
$
|
982.8
|
|
(A)
|
Represents borrowing under foreign lines of credit by non-U.S. subsidiaries which are short term in nature. Availability under these lines of credit at
March 31, 2018
is
$20.8 million
.
|
|
March 31, 2018
|
|
September 30, 2017
|
||||
(In millions)
|
|
|
|
||||
Term loan facility under Credit Agreement
|
$
|
566.4
|
|
|
$
|
569.3
|
|
Revolving facility under Credit Agreement
|
—
|
|
|
—
|
|
||
5.500% Senior Notes due 2024
|
425.0
|
|
|
425.0
|
|
||
Total debt
|
991.4
|
|
|
994.3
|
|
||
Less debt discount
|
2.0
|
|
|
2.5
|
|
||
Less deferred debt costs
|
7.5
|
|
|
9.0
|
|
||
Less current portion of long-term debt
|
5.8
|
|
|
5.8
|
|
||
Long-term debt payable after one year
|
$
|
976.1
|
|
|
$
|
977.0
|
|
|
March 31, 2018
|
||||||||||
|
Balance Sheet Location
|
|
Amount
|
|
Balance Sheet Location
|
|
Amount
|
||||
(In millions)
|
|
|
|
|
|
|
|
||||
Forward exchange contracts
|
Other current assets
|
|
$
|
—
|
|
|
Payables and accrued liabilities
|
|
$
|
1.1
|
|
|
September 30, 2017
|
||||||||||
|
Balance Sheet Location
|
|
Amount
|
|
Balance Sheet Location
|
|
Amount
|
||||
(In millions)
|
|
|
|
|
|
|
|
||||
Forward exchange contracts
|
Other current assets
|
|
$
|
0.9
|
|
|
Payables and accrued liabilities
|
|
$
|
1.5
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Forward Exchange Contracts, net of tax:
|
|
|
|
|
|
|
|
||||||||
Net loss recognized in other (income) expense, net
(A)
|
$
|
1.9
|
|
|
$
|
0.9
|
|
|
$
|
1.9
|
|
|
$
|
1.1
|
|
(A)
|
The impact of the non-designated hedges noted above was largely offset by gains and losses resulting from the impact of changes in exchange rates on recognized assets and liabilities denominated in nonfunctional currencies.
|
|
March 31, 2018
|
|
September 30, 2017
|
||||||||||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
(In millions)
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Forward Exchange Contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
0.9
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Forward Exchange Contracts
|
$
|
1.1
|
|
|
$
|
1.1
|
|
|
$
|
1.5
|
|
|
$
|
1.5
|
|
Long-term Debt
|
|
|
|
|
|
|
|
||||||||
Senior Notes
|
$
|
440.9
|
|
|
$
|
425.0
|
|
|
$
|
450.5
|
|
|
$
|
425.0
|
|
Term Facility
|
571.0
|
|
|
566.4
|
|
|
575.7
|
|
|
569.3
|
|
||||
Total Long-term Debt
|
$
|
1,011.9
|
|
|
$
|
991.4
|
|
|
$
|
1,026.2
|
|
|
$
|
994.3
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
1.0
|
|
|
$
|
1.1
|
|
Interest cost
|
0.2
|
|
|
0.2
|
|
|
0.4
|
|
|
0.3
|
|
||||
Actuarial loss amortization
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
||||
Net periodic pension cost
|
$
|
0.7
|
|
|
$
|
0.8
|
|
|
$
|
1.4
|
|
|
$
|
1.6
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
||||||||
Defined contribution expense
|
$
|
2.1
|
|
|
$
|
1.8
|
|
|
$
|
4.2
|
|
|
$
|
3.7
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
||||||||
Before-Tax Share-Based Compensation Award Cost
|
$
|
2.6
|
|
|
$
|
1.9
|
|
|
$
|
5.0
|
|
|
$
|
3.5
|
|
Income Tax Benefit
|
0.6
|
|
|
0.7
|
|
|
1.2
|
|
|
1.2
|
|
||||
After-Tax Share-Based Compensation Award Cost
|
$
|
2.0
|
|
|
$
|
1.2
|
|
|
$
|
3.8
|
|
|
$
|
2.3
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
||||||||
Restricted stock units
|
$
|
2.4
|
|
|
$
|
1.9
|
|
|
$
|
4.7
|
|
|
$
|
3.4
|
|
Stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Director awards
|
0.2
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||
Before-Tax Share-Based Compensation Cost
|
$
|
2.6
|
|
|
$
|
1.9
|
|
|
$
|
5.0
|
|
|
$
|
3.5
|
|
|
Six Months Ended March 31,
|
||||
|
2018
|
|
2017
|
||
(In percentages)
|
|
|
|
||
Expected volatility
|
28.0
|
%
|
|
28.7
|
%
|
Risk-free interest rate
|
1.9
|
%
|
|
1.4
|
%
|
Expected dividend yield
|
0.5
|
%
|
|
—
|
%
|
|
Shares
|
|
Weighted Average Grant-Date Fair Value
|
|||
(In millions, except weighted average)
|
|
|
|
|||
Outstanding, September 30, 2017
|
1.1
|
|
|
$
|
25.30
|
|
Granted
|
0.2
|
|
|
47.23
|
|
|
Paid out
|
(0.2
|
)
|
|
29.68
|
|
|
Outstanding, March 31, 2018
|
1.1
|
|
|
$
|
29.40
|
|
|
Shares
|
|
Weighted Average Grant-Date Fair Value
|
|||
(In millions, except weighted average)
|
|
|
|
|||
Outstanding, September 30, 2016
|
—
|
|
|
$
|
—
|
|
Converted on October 1, 2016
|
0.5
|
|
|
22.85
|
|
|
Granted
|
0.7
|
|
|
25.30
|
|
|
Paid out
|
(0.1
|
)
|
|
15.55
|
|
|
Outstanding, March 31, 2017
|
1.1
|
|
|
$
|
25.30
|
|
|
Shares
|
|
Weighted Average Exercise Price
|
|||
(In millions, except weighted average)
|
|
|
|
|||
Outstanding, September 30, 2017
|
0.5
|
|
|
$
|
18.55
|
|
Granted
|
—
|
|
|
—
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
Outstanding, March 31, 2018
|
0.5
|
|
|
$
|
18.61
|
|
|
Shares
|
|
Weighted Average Exercise Price
|
|||
(In millions, except weighted average)
|
|
|
|
|||
Outstanding, September 30, 2016
|
—
|
|
|
$
|
—
|
|
Converted on October 1, 2016
|
0.5
|
|
|
18.37
|
|
|
Granted
|
—
|
|
|
—
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
Outstanding, March 31, 2017
|
0.5
|
|
|
$
|
18.36
|
|
|
Weighted Average Remaining Contractual Terms (In years)
|
|
Aggregate Intrinsic Value
|
||
(In millions, except years)
|
|
|
|
||
Outstanding, March 31, 2018
|
5.2
|
|
$
|
8.8
|
|
Exercisable, March 31, 2018
|
5.2
|
|
8.8
|
|
|
Weighted Average Remaining Contractual Terms (In years)
|
|
Aggregate Intrinsic Value
|
||
(In millions, except years)
|
|
|
|
||
Outstanding, March 31, 2017
|
5.9
|
|
$
|
6.3
|
|
Exercisable, March 31, 2017
|
5.8
|
|
6.2
|
|
|
Net income on derivatives qualifying as hedges
|
|
Foreign currency translation adjustments
|
|
Pension and postretirement benefits
|
|
Total
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
||||||||
Balance, September 30, 2017
|
$
|
(0.2
|
)
|
|
$
|
(16.0
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(18.4
|
)
|
Other comprehensive income before reclassifications
|
0.1
|
|
|
26.3
|
|
|
—
|
|
|
26.4
|
|
||||
Amounts reclassified from AOCL
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net current period other comprehensive income
|
0.1
|
|
|
26.3
|
|
|
—
|
|
|
26.4
|
|
||||
Other comprehensive income attributable to non-controlling interest
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||
Balance, March 31, 2018
|
$
|
(0.1
|
)
|
|
$
|
8.7
|
|
|
$
|
(2.2
|
)
|
|
$
|
6.4
|
|
|
Net loss on derivatives qualifying as hedges
|
|
Foreign currency translation adjustments
|
|
Pension and postretirement benefits
|
|
Total
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
||||||||
Balance, September 30, 2016
|
$
|
(0.2
|
)
|
|
$
|
(9.8
|
)
|
|
$
|
—
|
|
|
$
|
(10.0
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
|
(4.6
|
)
|
||||
Net transfers from Air Products
|
—
|
|
|
3.8
|
|
|
(5.9
|
)
|
|
(2.1
|
)
|
||||
Amounts reclassified from AOCL
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
||||
Net current period other comprehensive loss
|
—
|
|
|
(0.8
|
)
|
|
(5.7
|
)
|
|
(6.5
|
)
|
||||
Other comprehensive loss attributable to non-controlling interest
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||
Balance, March 31, 2017
|
$
|
(0.2
|
)
|
|
$
|
(12.0
|
)
|
|
$
|
(5.7
|
)
|
|
$
|
(17.9
|
)
|
|
Six Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
(In millions)
|
|
|
|
||||
Pension and Postretirement Benefits, net of tax
(A)
|
$
|
—
|
|
|
$
|
0.2
|
|
(A)
|
The components include actuarial loss amortization and are reflected in net periodic benefit cost. Refer to
Note 10
,
Retirement Benefits
, for further information.
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
(In millions, except per share data)
|
|
|
|
|
|
|
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to Versum
|
$
|
61.6
|
|
|
$
|
44.9
|
|
|
$
|
80.2
|
|
|
$
|
95.7
|
|
Denominator
|
|
|
|
|
|
|
|
|
|||||||
Weighted average number of common shares - Basic
|
108.9
|
|
|
108.7
|
|
|
108.9
|
|
|
108.7
|
|
||||
Effect of dilutive securities
|
|
|
|
|
|
|
|
||||||||
Employee stock option and other award plans
|
0.8
|
|
|
0.6
|
|
|
0.9
|
|
|
0.5
|
|
||||
Weighted average number of common shares - Diluted
|
109.7
|
|
|
109.3
|
|
|
109.8
|
|
|
109.2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings Per Common Share Attributable to Versum
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to Versum - Basic
|
$
|
0.57
|
|
|
$
|
0.41
|
|
|
$
|
0.74
|
|
|
$
|
0.88
|
|
Net Income Attributable to Versum - Diluted
|
0.56
|
|
|
0.41
|
|
|
0.73
|
|
|
0.88
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
|
|
|
|
|
|
||||||||
Materials
|
$
|
218.9
|
|
|
$
|
198.3
|
|
|
$
|
433.5
|
|
|
$
|
406.3
|
|
Delivery Systems and Services
|
121.1
|
|
|
71.7
|
|
|
236.4
|
|
|
133.6
|
|
||||
Corporate
|
0.7
|
|
|
0.8
|
|
|
1.6
|
|
|
1.7
|
|
||||
Total
|
$
|
340.7
|
|
|
$
|
270.8
|
|
|
$
|
671.5
|
|
|
$
|
541.6
|
|
Operating Income (Loss)
|
|
|
|
|
|
|
|
||||||||
Materials
|
$
|
71.6
|
|
|
$
|
65.1
|
|
|
$
|
137.4
|
|
|
$
|
138.0
|
|
Delivery Systems and Services
|
32.9
|
|
|
17.7
|
|
|
66.3
|
|
|
30.1
|
|
||||
Corporate
|
(6.9
|
)
|
|
(6.8
|
)
|
|
(15.4
|
)
|
|
(9.8
|
)
|
||||
Segment Total
|
$
|
97.6
|
|
|
$
|
76.0
|
|
|
$
|
188.3
|
|
|
$
|
158.3
|
|
Business separation, restructuring and cost reduction actions
|
(8.2
|
)
|
|
(6.1
|
)
|
|
(10.0
|
)
|
|
(9.3
|
)
|
||||
Total
|
$
|
89.4
|
|
|
$
|
69.9
|
|
|
$
|
178.3
|
|
|
$
|
149.0
|
|
|
March 31, 2018
|
|
September 30, 2017
|
||||
(In millions)
|
|
|
|
||||
Total Assets
|
|
|
|
||||
Materials
|
$
|
831.8
|
|
|
$
|
773.8
|
|
Delivery Systems and Services
|
151.1
|
|
|
110.9
|
|
||
Corporate
|
362.5
|
|
|
362.1
|
|
||
Total
|
$
|
1,345.4
|
|
|
$
|
1,246.8
|
|
•
|
Sales of
$340.7 million
increased
$69.9 million
, or
25.8%
. Sales
increased
due to higher volumes of
28%
partially offset by unfavorable price/mix of
4%
. The increase in sales was attributable to robust growth in our DS&S segment with strong volume growth in both Advanced Materials and Process Materials product lines offset by unfavorable price/mix. Currency changes had a favorable impact on sales of
2%
.
|
•
|
Operating income of
$89.4 million
increased
$19.5 million
, or
27.9%
, due to higher volumes of $34 million partially offset by higher
Selling & Administrative and Research & Development (“SARD”) and other costs of $7 million, unfavorable gross profit impacts of $5 million and unfavorable
separation, restructuring and cost reduction actions of $2 million
.
Operating income margin was
26.2%
,
up
40
basis points (“bp”).
|
•
|
Adjusted EBITDA of
$109.9 million
increased
$23.0 million
, or
26.5%
,
primarily due to higher volumes of $34 million partially offset by higher SARD and other costs of $7 million and unfavorable gross profit impacts of $4 million.
The major drivers of the improved performance were the strong volumes in both DS&S and Materials coupled with modestly favorable currency. These were partially offset by unfavorable gross profit impacts in Materials and higher SARD and other costs to support growth.
Adjusted EBITDA margin was
32.3%
,
up
20
bp.
|
•
|
Cash flows from operations for the
six months ended March 31, 2018
was
$56.5 million
, with cash used for capital spending of
$65.1 million
, including
$26.7 million
of capital spending related to one-time restructuring activities versus cash flows from operations for the
six months ended March 31, 2017
of
$93.0 million
. The reduction of
$36.5 million
is primarily due to vendor prepayments in advance of our SAP system go live and prior year spin related positive cash flow impacts.
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
(In millions)
|
|
|
|
||||
Sales
|
$
|
340.7
|
|
|
$
|
270.8
|
|
Cost of sales
|
195.9
|
|
|
154.5
|
|
||
Selling and administrative
|
36.6
|
|
|
29.5
|
|
||
Research and development
|
11.1
|
|
|
10.9
|
|
||
Business separation, restructuring and cost reduction actions
|
8.2
|
|
|
6.1
|
|
||
Other (income) expense, net
|
(0.5
|
)
|
|
(0.1
|
)
|
||
Operating income
|
89.4
|
|
|
69.9
|
|
||
Interest expense
|
11.9
|
|
|
11.6
|
|
||
Income Before Taxes
|
77.5
|
|
|
58.3
|
|
||
Income tax provision
|
14.2
|
|
|
11.5
|
|
||
Net Income
|
63.3
|
|
|
46.8
|
|
||
Less: Net Income Attributable to Non-controlling Interests
|
1.7
|
|
|
1.9
|
|
||
Net Income Attributable to Versum
|
$
|
61.6
|
|
|
$
|
44.9
|
|
Non-GAAP Basis
|
|
|
|
||||
Adjusted EBITDA
|
$
|
109.9
|
|
|
$
|
86.9
|
|
|
% Change from Prior Period
|
|
|
Three Months Ended March 31, 2018
|
|
Sales
|
|
|
Volume
|
28
|
%
|
Price/mix
|
(4
|
)%
|
Currency
|
2
|
%
|
Total Versum Change
|
26
|
%
|
|
Six Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
(In millions)
|
|
|
|
||||
Sales
|
$
|
671.5
|
|
|
$
|
541.6
|
|
Cost of sales
|
387.5
|
|
|
305.4
|
|
||
Selling and administrative
|
71.9
|
|
|
59.7
|
|
||
Research and development
|
23.8
|
|
|
21.2
|
|
||
Business separation, restructuring and cost reduction actions
|
10.0
|
|
|
9.3
|
|
||
Other (income) expense, net
|
—
|
|
|
(3.0
|
)
|
||
Operating income
|
178.3
|
|
|
149.0
|
|
||
Interest expense
|
23.2
|
|
|
23.1
|
|
||
Write-off of financing costs
|
2.1
|
|
|
—
|
|
||
Income Before Taxes
|
153.0
|
|
|
125.9
|
|
||
Income tax provision
|
69.1
|
|
|
26.8
|
|
||
Net Income
|
83.9
|
|
|
99.1
|
|
||
Less: Net Income Attributable to Non-controlling Interests
|
3.7
|
|
|
3.4
|
|
||
Net Income Attributable to Versum
|
$
|
80.2
|
|
|
$
|
95.7
|
|
Non-GAAP Basis
|
|
|
|
||||
Adjusted EBITDA
|
$
|
212.2
|
|
|
$
|
180.1
|
|
|
% Change from Prior Period
|
|
|
Six Months Ended March 31, 2018
|
|
Sales
|
|
|
Volume
|
26
|
%
|
Price/mix
|
(4
|
)%
|
Currency
|
2
|
%
|
Total Versum Change
|
24
|
%
|
•
|
Our measures exclude (1) expenses related to business separation, restructuring and cost reduction actions, as detailed in
Note 3
, “
Business Separation, Restructuring and Cost Reduction Actions
”, to our Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, and (2) the write-off of financing costs, each of which we do not consider to be representative of our underlying business operations. However, these disclosed items represent costs to Versum.
|
•
|
Though not business operating costs, interest expense and income tax provision represent ongoing costs of Versum.
|
•
|
Depreciation and amortization charges represent the wear and tear or reduction in value of the plant, equipment, and intangible assets which permit us to manufacture and market our products.
|
•
|
Other companies may define non-GAAP measures differently than we do, limiting their usefulness as comparative measures.
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
(In millions, except percentages)
|
|
||||||
Net Income Attributable to Versum
|
$
|
61.6
|
|
|
$
|
44.9
|
|
Add: Interest expense
|
11.9
|
|
|
11.6
|
|
||
Add: Income tax provision
|
14.2
|
|
|
11.5
|
|
||
Add: Depreciation and amortization
|
12.3
|
|
|
10.9
|
|
||
Add: Non-controlling interests
|
1.7
|
|
|
1.9
|
|
||
Add: Business separation, restructuring and cost reduction actions
|
8.2
|
|
|
6.1
|
|
||
Adjusted EBITDA
|
$
|
109.9
|
|
|
$
|
86.9
|
|
Adjusted EBITDA Margin
|
32.3
|
%
|
|
32.1
|
%
|
||
Change from prior year
|
$
|
23.0
|
|
|
|
||
% change from prior year
|
26.5
|
%
|
|
|
Sales
|
|
|
|
||||
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
(In millions)
|
|
|
|
||||
Materials
|
$
|
218.9
|
|
|
$
|
198.3
|
|
DS&S
|
121.1
|
|
|
71.7
|
|
||
Corporate
|
0.7
|
|
|
0.8
|
|
||
Total Company Sales
|
$
|
340.7
|
|
|
$
|
270.8
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
(In millions, except percentages)
|
|
|
|
||||
Materials
|
|
|
|
||||
Operating income
|
$
|
71.6
|
|
|
$
|
65.1
|
|
Add: Depreciation and amortization
|
11.6
|
|
|
10.1
|
|
||
Segment Adjusted EBITDA
|
$
|
83.2
|
|
|
$
|
75.2
|
|
Segment Adjusted EBITDA margin
(A)
|
38.0
|
%
|
|
37.9
|
%
|
||
DS&S
|
|
|
|
||||
Operating income
|
$
|
32.9
|
|
|
$
|
17.7
|
|
Add: Depreciation and amortization
|
0.4
|
|
|
0.4
|
|
||
Segment Adjusted EBITDA
|
$
|
33.3
|
|
|
$
|
18.1
|
|
Segment Adjusted EBITDA margin
(A)
|
27.5
|
%
|
|
25.2
|
%
|
||
Corporate
|
|
|
|
||||
Operating loss
|
$
|
(6.9
|
)
|
|
$
|
(6.8
|
)
|
Add: Depreciation and amortization
|
0.3
|
|
|
0.4
|
|
||
Segment Adjusted EBITDA
|
$
|
(6.6
|
)
|
|
$
|
(6.4
|
)
|
|
|
|
|
||||
Total Versum Adjusted EBITDA
|
$
|
109.9
|
|
|
$
|
86.9
|
|
(A)
|
Segment adjusted EBITDA margin is calculated by dividing segment Adjusted EBITDA by segment sales.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Operating Income
|
|
||||||
Segment total
|
$
|
97.6
|
|
|
$
|
76.0
|
|
Business separation, restructuring and cost reduction actions
|
(8.2
|
)
|
|
(6.1
|
)
|
||
Combined Total
|
$
|
89.4
|
|
|
$
|
69.9
|
|
|
% Change from Prior Period
|
|
|
Three Months Ended March 31, 2018
|
|
Sales
|
|
|
Volume
|
15
|
%
|
Price/mix
|
(7
|
)%
|
Currency
|
2
|
%
|
Total Materials Sales Change
|
10
|
%
|
|
% Change from Prior Period
|
|
|
Three Months Ended March 31, 2018
|
|
Sales
|
|
|
Volume
|
66
|
%
|
Price/mix
|
—
|
%
|
Currency
|
3
|
%
|
Total DS&S Sales Change
|
69
|
%
|
|
Six Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
(In millions, except percentages)
|
|
||||||
Net Income Attributable to Versum
|
$
|
80.2
|
|
|
$
|
95.7
|
|
Add: Interest expense
|
23.2
|
|
|
23.1
|
|
||
Add: Write-off of financing costs
|
2.1
|
|
|
—
|
|
||
Add: Income tax provision
|
69.1
|
|
|
26.8
|
|
||
Add: Depreciation and amortization
|
23.9
|
|
|
21.8
|
|
||
Add: Non-controlling interests
|
3.7
|
|
|
3.4
|
|
||
Add: Business separation, restructuring and cost reduction actions
|
10.0
|
|
|
9.3
|
|
||
Adjusted EBITDA
|
$
|
212.2
|
|
|
$
|
180.1
|
|
Adjusted EBITDA Margin
|
31.6
|
%
|
|
33.3
|
%
|
||
Change from prior year
|
$
|
32.1
|
|
|
|
||
% change from prior year
|
17.8
|
%
|
|
|
Sales
|
|
|
|
||||
|
Six Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
(In millions)
|
|
|
|
||||
Materials
|
$
|
433.5
|
|
|
$
|
406.3
|
|
DS&S
|
236.4
|
|
|
133.6
|
|
||
Corporate
|
1.6
|
|
|
1.7
|
|
||
Total Company Sales
|
$
|
671.5
|
|
|
$
|
541.6
|
|
|
Six Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
(In millions, except percentages)
|
|
|
|
||||
Materials
|
|
|
|
||||
Operating income
|
$
|
137.4
|
|
|
$
|
138.0
|
|
Add: Depreciation and amortization
|
22.6
|
|
|
20.3
|
|
||
Segment Adjusted EBITDA
|
$
|
160.0
|
|
|
$
|
158.3
|
|
Segment Adjusted EBITDA margin
(A)
|
36.9
|
%
|
|
39.0
|
%
|
||
DS&S
|
|
|
|
||||
Operating income
|
$
|
66.3
|
|
|
$
|
30.1
|
|
Add: Depreciation and amortization
|
0.7
|
|
|
0.7
|
|
||
Segment Adjusted EBITDA
|
$
|
67.0
|
|
|
$
|
30.8
|
|
Segment Adjusted EBITDA margin
(A)
|
28.3
|
%
|
|
23.1
|
%
|
||
Corporate
|
|
|
|
||||
Operating loss
|
$
|
(15.4
|
)
|
|
$
|
(9.8
|
)
|
Add: Depreciation and amortization
|
0.6
|
|
|
0.8
|
|
||
Segment Adjusted EBITDA
|
$
|
(14.8
|
)
|
|
$
|
(9.0
|
)
|
|
|
|
|
||||
Total Versum Adjusted EBITDA
|
$
|
212.2
|
|
|
$
|
180.1
|
|
(A)
|
Segment adjusted EBITDA margin is calculated by dividing segment Adjusted EBITDA by segment sales.
|
|
Six Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Operating Income
|
|
||||||
Segment total
|
$
|
188.3
|
|
|
$
|
158.3
|
|
Business separation, restructuring and cost reduction actions
|
(10.0
|
)
|
|
(9.3
|
)
|
||
Combined Total
|
$
|
178.3
|
|
|
$
|
149.0
|
|
|
% Change from Prior Period
|
|
|
Six Months Ended March 31, 2018
|
|
Sales
|
|
|
Volume
|
11
|
%
|
Price/mix
|
(6
|
)%
|
Currency
|
2
|
%
|
Total Materials Sales Change
|
7
|
%
|
|
% Change from Prior Period
|
|
|
Six Months Ended March 31, 2018
|
|
Sales
|
|
|
Volume
|
75
|
%
|
Price/mix
|
—
|
%
|
Currency
|
2
|
%
|
Total DS&S Sales Change
|
77
|
%
|
|
Six Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
(In millions)
|
|
||||||
Operating activities
|
$
|
56.5
|
|
|
$
|
93.0
|
|
Investing activities
|
(64.1
|
)
|
|
(19.3
|
)
|
||
Financing activities
|
(16.6
|
)
|
|
(4.2
|
)
|
Exhibit No
|
|
Exhibit
|
10.1#
|
|
Versum Materials, Inc. Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Versum Materials, Inc. filed on January 31, 2018)
|
10.2#
|
|
Versum Materials, Inc. Amended and Restated Short-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Versum Materials, Inc. filed on January 31, 2018)
|
|
||
|
||
|
||
|
||
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
VERSUM MATERIALS, INC.
|
||
|
|
|
|
|
By:
|
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/s/ George G. Bitto
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George G. Bitto
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Executive Vice President and Chief Financial Officer
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Date:
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May 9, 2018
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By:
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/s/ Jessica Feather-Bowman
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Jessica Feather-Bowman
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Controller and Principal Accounting Officer
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Date:
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May 9, 2018
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VERSUM MATERIALS, INC.
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Grantee
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By: _____________________________
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Name:
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Title:
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Versum Materials, Inc.;
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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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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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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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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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(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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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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/s/ Guillermo Novo
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Guillermo Novo
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President and Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Versum Materials, Inc.;
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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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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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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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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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(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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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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/s/ George G. Bitto
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George G. Bitto
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Executive Vice President and Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated:
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May 9, 2018
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/s/ Guillermo Novo
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Guillermo Novo
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President and Chief Executive Officer
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/s/ George G. Bitto
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George G. Bitto
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Executive Vice President and Chief Financial Officer
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