Platform Specialty Products Corporation Announces Launch of Element Solutions Inc, Leadership Transition, 2018 Preliminary Results, and 2019 Financial Guidance
-
Arysta transaction expected to close on January 31, 2019
-
At close, Platform Specialty Products to change its corporate name
to Element Solutions Inc and trade under ticker NYSE:ESI, launching
new chapter for the Company
-
Rakesh Sachdev announces his intention to retire from his current
role as Chief Executive Officer, effective at closing, while
continuing as a Director on the Board
-
Benjamin Gliklich to succeed Mr. Sachdev as the new Chief Executive
Officer of Element Solutions Inc, upon closing of the Arysta
transaction
-
Scot R. Benson to assume role of President & Chief Operating Officer
-
Martin E. Franklin to assume role of Executive Chairman and lead
the new Office of the Chairman with Mr. Gliklich and Mr. Benson
-
2018 Preliminary Unaudited Net Sales and Adjusted EBITDA from
Continuing Operations:
-
Consolidated FY18 net sales of approximately $1.96 billion, a
year over year increase of approximately 4%, or 3% on an organic
basis
-
2018 adjusted EBITDA in the range of $420 million to $422
million, a year over year increase of approximately 5% at the
midpoint
-
2019 Financial Guidance:
-
Organic net sales growth expected to be 1% to 3%
-
Adjusted EBITDA growth expected to be 5% to 8% on a constant
currency basis
-
Adjusted EPS of $0.75 to $0.80
-
Net leverage immediately following the closing of the Arysta
transaction expected to be less than 2.4x trailing twelve month
adjusted EBITDA
Platform Specialty Products Corporation (NYSE:PAH) ("Platform" or the
"Company") announced today its preliminary unaudited financial results
for the three and twelve months ended December 31, 2018. As previously
announced, the Company has received all approvals necessary to complete
the sale of Arysta LifeScience Inc. (“Arysta”) to UPL Corporation Ltd.
(“UPL”) and expects the transaction to close on January 31, 2019. In
connection with the Arysta transaction closing, Platform also announced
a corporate name change, leadership transition and 2019 financial
guidance.
All results presented in this press release are preliminary,
unaudited and subject to completion of Platform's year-end financial
close process and its audited financial statements as of and for the
year ended December 31, 2018. Actual results may differ
materially from these preliminary estimates. Unless otherwise
specified, these results exclude discontinued operations. Discontinued
operations relate to Platform's Agricultural Solutions business, which
consists of Arysta LifeScience Inc. and its subsidiaries. On July
20, 2018, Platform entered into a definitive agreement to sell Arysta to
UPL for $4.2 billion in cash, subject to adjustments. The
Company's continuing operations include the existing senior notes and
term loans and the related liabilities and interest expense.
Sale of Arysta LifeScience & New Chapter for
Platform Specialty Products
As previously announced, Platform has obtained all approvals necessary
to complete the sale of Arysta to UPL and expects the transaction to
close on January 31, 2019. The closing of this transaction will start a
new chapter for Platform, which will change its name to Element
Solutions Inc (“ESI” or “Element Solutions”) and be traded on the New
York Stock Exchange under the ticker symbol “NYSE:ESI.” As a part of
this change, the Company separated its previously reported Performance
Solutions segment in the fourth quarter of 2018 into: Electronics and
Industrial & Specialty.
With a less levered, more nimble and more efficient business profile,
ESI will continue to focus on organic growth from its core portfolio and
will pursue measured opportunistic acquisitions to build its
capabilities, technologies and product offerings in its existing and
adjacent end-markets.
Rakesh Sachdev has announced his intention to retire from his current
role of Chief Executive Officer of Platform, effective at closing of the
transaction, while remaining an active Board member of the Company.
Platform’s Board has named Benjamin Gliklich, currently Executive Vice
President of Operations & Strategy, to succeed Mr. Sachdev as Chief
Executive Officer and to join Platform’s Board of Directors. Element
Solutions will be led by Executive Chairman Martin E. Franklin, Mr.
Gliklich, and Scot R. Benson, who has been promoted to the role of
President & Chief Operating Officer, as members of the new Office of the
Chairman.
Preliminary Unaudited Fourth Quarter 2018
Highlights (compared with fourth quarter 2017) for Continuing Operations:
-
Net sales on a reported basis for the fourth quarter of 2018 were
$0.48 billion, a decrease of 2% over the prior fourth quarter period.
Organic net sales, which exclude the impact of currency changes,
certain pass-through metals pricing, and acquisitions, increased 1%.
-
Electronics: Net sales decreased 4% to $0.28 billion. Organic net
sales decreased 1%.
-
Industrial & Specialty: Net sales increased 1% to $0.20 billion.
Organic net sales increased 4%.
-
Adjusted EBITDA for the fourth quarter of 2018 was between $98 million
and $100 million, a decrease of ~ 5% based on the midpoint of the
range. On a constant currency basis, adjusted EBITDA decreased by ~ 1%
based on the midpoint of the range.
-
Electronics: Adjusted EBITDA was between $57 million and $59
million, a decrease of ~ 8%. On a constant currency basis,
adjusted EBITDA decreased ~ 5%.
-
Industrial & Specialty: Adjusted EBITDA was between $40 million
and $42 million, an increase of ~ 1%. On a constant currency
basis, adjusted EBITDA increased ~ 5%.
Preliminary Unaudited Full Year 2018 Highlights
(compared with full year 2017) for Continuing Operations:
-
Net sales on a reported basis for the full year 2018 were $1.96
billion, an increase of 4% over the prior full year period. Organic
net sales increased 3%.
-
Electronics: Net sales increased 3% to $1.16 billion. Organic net
sales increased 2%.
-
Industrial & Specialty: Net sales increased 6% to $0.80 billion.
Organic net sales increased 5%.
-
Adjusted EBITDA in 2018 was between $420 million and $422 million, an
increase of ~ 5% based on the midpoint of the range. On a constant
currency basis, adjusted EBITDA increased by 4% based on the midpoint
of the range.
-
Electronics: Adjusted EBITDA was between $247 million and $249
million, an increase of ~ 6%. On a constant currency basis,
adjusted EBITDA increased ~ 5%.
-
Industrial & Specialty: Adjusted EBITDA was between $172 million
and $174 million, an increase of ~ 3%. On a constant currency
basis, adjusted EBITDA increased ~ 2%.
Preliminary 2019 Guidance
For 2019, the Company expects organic net sales growth of between 1% and
3% and constant currency adjusted EBITDA growth of between 5% and 8%.
Based on year-end 2018 exchange rates, the Company anticipates foreign
exchange headwinds of approximately 2% to net sales and approximately
$15 million to adjusted EBITDA. Adjusted earnings per share is expected
to be between $0.75 and $0.80. This expected range benefits from an
improved tax rate expectation of 27% vs. the 34% used in 2018.
Management Commentary
Chief Executive Officer Rakesh Sachdev commented, “2018 was a productive
year for the Platform business. We achieved meaningful year-over-year
organic net sales growth, despite pressure late in the year from demand
softness in the Asia region across both electronics and industrial
markets. We delivered approximately 3% organic net sales growth in our
overall business, and we realized constant currency adjusted EBITDA
growth of approximately 4% for the year. Our Electronics business,
particularly our Alpha assembly materials product lines, benefited from
successful new product launches, but our circuitry business in
Electronics was impacted by weak demand in the high-end mobile phone
market and a generally weak economy in Asia. Despite these macro
challenges, we again proved the resilience of our diversified business
lines as our Energy and Graphics operations continued to display strong
performance throughout the year. We also made great progress
strategically. We entered the non-conductive adhesives market through
our acquisition of HiTech Korea during 2018 and created our new
MacDermid Alpha brand, a unified electronics-focused business which we
believe provides a wider range of solutions for our electronics
customers than any of our competitors.”
Sachdev continued, “The close of the Arysta transaction will represent a
major milestone for Platform. Following the closing, we will have
achieved the separation we have been working on since 2017 to create a
less levered, more nimble and more focused business. We believe ESI is
well positioned for profitable future growth and compelling value
creation. This is a natural point in the Company’s evolution for me to
step back from day-to-day management, while continuing to contribute as
a Director, and make room for the next generation of the Company’s
leadership. Ben Gliklich is a powerful and effective change maker who,
in his several leadership roles at Platform, has driven significant
transformation throughout the Company and will make a great CEO. Scot
Benson has been a strong and effective business leader for Platform, and
he has successfully grown and integrated the Performance Solutions
businesses. Ben, Scot and their teams are more than ready to lead ESI
and continue the operating momentum we have built together over the past
three years. I have tremendous confidence in the Company and look
forward to actively supporting its success as a continuing Board
Director.”
Chairman Martin E. Franklin commented, “We are excited to be close to
entering this next phase for Platform. The sale of Arysta will
successfully position ESI for tremendous opportunity as a standalone
company. On behalf of the Board, I would like to thank Rakesh for his
immensely productive leadership of this Company over the past three
years and, in advance, for his ongoing contributions as an active member
of our Board. Rakesh delivered and, in fact, exceeded, exactly the goals
we outlined together when we first met, and I am thrilled to have him
continue as my partner on our Board. We are very excited to announce our
new leadership team, and I am personally looking forward to working
closely with Ben and Scot to drive this business forward. Ben is the
right CEO for ESI. I have watched him drive change, lead teams and
persistently pursue positive outcomes for Platform since his first day
here. Scot, as President, has the depth of experience in the business
and end-market expertise to drive solid operational execution. We are
highly confident that our Office of the Chairman leadership approach is
the right one to take the Company forward for the benefit of all
stakeholders.”
Executive Vice President - Operations & Strategy and Chief Executive
Officer designee Benjamin Gliklich added, “ESI will have
terrific businesses, great people and compelling opportunities in front
of it. In the time since we announced the sale of Arysta, we have
developed and refined our vision and strategy for the Company, which we
believe will produce long term value creation for our shareholders and a
culture and workplace where our employees and other stakeholders will
flourish. As a more focused enterprise with a vastly improved capital
structure, we will balance operational excellence and prudent capital
allocation. This means investing behind our fastest growing markets,
maintaining our leadership in technology and service, and managing costs
aggressively, as well as measured acquisitions on an opportunistic basis
where we have market expertise and synergies. Similarly, we will
consider effective ways to use our strengthened balance sheet to
compound shareholder value. I would like to thank Rakesh for his
excellent leadership and generous mentorship. It will be an exciting
next phase for the Company, and I am eagerly looking forward to
continuing to partner with Martin, Scot, the broader team and the Board
to create future value for the shareholders of Element Solutions.”
Gliklich continued, “As we look into 2019, we believe ESI has a strong
earnings growth opportunity despite a challenged overall market. We
expect the weakness in the Asian economy, especially in China, and the
deceleration in the global electronics and automotive markets that
impacted our 2018 fourth quarter results to persist in 2019. We
therefore are guiding towards more modest top-line growth than we
experienced in recent years. We are fortunate to have diversification
and a margin structure that insulates us in these markets as well as a
corporate cost opportunity to help us drive higher earnings growth
despite the macro environment. We expect organic net sales growth
between 1% and 3%, which we believe will outpace our end-markets, and
constant currency adjusted EBITDA growth in the range of 5% and 8%.
Given our improved balance sheet and effective tax rate, this growth
should translate to strong double digit adjusted EPS growth.”
Conference Call
Platform will host a webcast/dial-in conference call to discuss the
Arysta transaction and these other announcements at 8:30 a.m. (Eastern
Time) this morning. Participants on the call will include Martin E.
Franklin, Chairman, Rakesh Sachdev, Chief Executive Officer; Benjamin
Gliklich, Executive Vice President - Operations & Strategy and Chief
Executive Officer designee; Scot R. Benson - President & Chief
Operating Officer designee; and John Connolly, Chief Financial
Officer.
To listen to the call by telephone, please dial 877-876-9173 (domestic)
or 785-424-1667 (international) and provide the Conference ID: PAHQ418.
The call will be simultaneously webcast at www.platformspecialtyproducts.com.
A replay of the call will be available for three weeks shortly after
completion of the live call at www.platformspecialtyproducts.com.
About Platform
Platform is a leading specialty chemicals company which formulates a
broad range of solutions that enhance the performance of products people
use every day. Developed in multi-step technological processes, the
Company's innovative solutions enable its customers' manufacturing
processes in several industries, including consumer electronics,
communication infrastructure, automotive, industrial surface finishing,
consumer packaging and offshore oil production and drilling.
More information on Platform is available at www.platformspecialtyproducts.com.
Forward-Looking Statements
This press release is intended to qualify for the safe harbor from
liability established by the Private Securities Litigation Reform Act of
1995 as it contains "forward-looking statements" with respect to
Platform's preliminary unaudited fourth quarter and full year 2018
financial results, 2019 financial guidance, the timing for completion of
the Arysta transaction, and the Company's name change, leadership
transition and strategy following this transaction. These
statements will often contain words such as "expect," "anticipate,"
"project," "will," "should," "believe," "intend," "plan," "estimate,"
"predict," "seek," "continue," "outlook," "may," "might," "can have,"
"likely," "potential" or "target" and variations of such words and
similar expressions. These projections and statements are based on
management's preliminary unaudited analysis of its financial results for
the fourth quarter and full year 2018 and assumptions based on future
events. As of the date of this press release, Platform's has not
completed its financial statement reporting process, and therefore the
preliminary unaudited results included herein remain subject to
completion of Platform's year-end financial close process and its
audited financial statements as of and for the year ended December 31,
2018. During the course of its close procedures and review process of
the three month and year ended December 31, 2018, Platform may identify
items that would require it to make adjustments, which may be material
to the information presented in this press release. Other important
factors that could cause actual results to differ materially from those
suggested by these forward-looking statements include, but are not
limited to, any event, change or other circumstances that could give
rise to the termination of the Arysta transaction; the risk that the
transaction will not be consummated in a timely manner or by the
targeted date; the risk that Platform will experience unanticipated
delays or difficulties and transaction costs in consummating the
transaction; the risk that any of the closing conditions to the
transaction may not be satisfied in a timely manner or at all; the risk
related to disruption from the transaction and the related diverting of
management’s attention making it more difficult to maintain business and
operational relationships; the failure to realize the benefits,
efficiencies and cost savings expected from the transaction or related
strategic initiatives; the impact of the transaction on Platform's share
price and market volatility; the effect of the announcement of the
transaction on the ability of Platform to retain customers and
suppliers, retain or hire key personnel, and maintain relationships with
customers, suppliers and lenders; the effect of the transaction or the
announcement and completion of related transactions on Platform’s
operating results and businesses generally; the impact of any future
acquisitions or additional divestitures, restructurings, refinancings,
and other unusual items, including Platform's ability to raise or retire
debt or equity and to integrate and obtain the anticipated benefits,
results and/or synergies from these items or other related strategic
initiatives. Additional information concerning these and other factors
that could cause actual results to vary is, or will be, included in
Platform's periodic and other reports filed with the Securities and
Exchange Commission. Platform undertakes no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
|
|
|
PLATFORM SPECIALTY PRODUCTS CORPORATION
ADDITIONAL PRELIMINARY FINANCIAL INFORMATION
(Unaudited)
|
|
|
|
I. PRELIMINARY NET SALES BY SEGMENT
|
|
|
|
|
|
Three Months Ended December 31,
|
|
|
|
Twelve Months Ended December 31,
|
|
($ amounts in billions)
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
Reported
|
|
|
|
Constant Currency
|
|
|
|
Organic
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
Reported
|
|
|
|
Constant Currency
|
|
|
|
Organic
|
|
Net Sales
|
|
Electronics
|
|
|
|
$
|
0.28
|
|
|
|
$
|
0.29
|
|
|
|
(4
|
%)
|
|
|
|
(1
|
%)
|
|
|
|
(1
|
%)
|
|
|
|
$
|
1.16
|
|
|
|
$
|
1.12
|
|
|
|
3
|
%
|
|
|
|
2
|
%
|
|
|
|
2
|
%
|
|
Industrial & Specialty
|
|
|
|
|
0.20
|
|
|
|
|
0.19
|
|
|
|
1
|
%
|
|
|
|
4
|
%
|
|
|
|
4
|
%
|
|
|
|
|
0.80
|
|
|
|
|
0.76
|
|
|
|
6
|
%
|
|
|
|
5
|
%
|
|
|
|
5
|
%
|
|
Total
|
|
|
|
$
|
0.48
|
|
|
|
$
|
0.49
|
|
|
|
(2
|
%)
|
|
|
|
1
|
%
|
|
|
|
1
|
%
|
|
|
|
$
|
1.96
|
|
|
|
$
|
1.88
|
|
|
|
4
|
%
|
|
|
|
3
|
%
|
|
|
|
3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
II. PRELIMINARY ADJUSTED EBITDA BY SEGMENT
|
|
|
|
|
|
Three Months Ended December 31,
|
|
|
Twelve Months Ended December 31,
|
|
($ amounts in millions)
|
|
|
|
2018
|
|
|
2017
|
|
|
Reported*
|
|
|
Constant Currency*
|
|
|
2018
|
|
|
2017
|
|
|
Reported*
|
|
|
Constant Currency*
|
|
Adjusted EBITDA
|
|
Electronics
|
|
|
|
$57 - $59
|
|
|
$63
|
|
|
(~ 8%)
|
|
|
(~ 5%)
|
|
|
$247 - $249
|
|
|
$233
|
|
|
~ 6%
|
|
|
~ 5%
|
|
Industrial & Specialty
|
|
|
|
40 - 42
|
|
|
40
|
|
|
~ 1%
|
|
|
~ 5%
|
|
|
172 - 174
|
|
|
168
|
|
|
~ 3%
|
|
|
~ 2%
|
|
Total
|
|
|
|
$98 - $100
|
|
|
$104
|
|
|
(~ 5%)
|
|
|
(~ 1%)
|
|
|
$420- $422
|
|
|
$401
|
|
|
~ 5%
|
|
|
~ 4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
|
Change
|
|
|
Twelve Months Ended December 31,
|
|
|
Change
|
|
|
|
|
|
2018
|
|
|
2017
|
|
|
Reported
|
|
|
Constant Currency
|
|
|
2018
|
|
|
2017
|
|
|
Reported
|
|
|
Constant Currency
|
|
Adjusted EBITDA Margin*
|
|
|
|
~ 20.7%
|
|
|
21.2%
|
|
|
~ (50)bps
|
|
|
~ (40)bps
|
|
|
~ 21.5%
|
|
|
21.4%
|
|
|
~ 10bps
|
|
|
~ —bps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Percentages are based on the midpoint of preliminary
adjusted EBITDA ranges.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
III. NON-GAAP MEASURES
To supplement the financial measures prepared in accordance with GAAP,
Platform has provided in this release the following non-GAAP financial
measures: EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted
EBITDA guidance, adjusted earnings per share (EPS), adjusted EPS
guidance, normalized free cash flow and organic net sales growth.
Platform also evaluates and presents its results of operations on a
constant currency basis. Management internally reviews each of these
non-GAAP measures to evaluate performance on a comparative
period-to-period basis in terms of absolute performance, trends and
expected future performance with respect to the Company’s business, and
believes that these non-GAAP measures provide investors with an
additional perspective on trends and underlying operating results on a
period-to-period comparable basis. Platform also believes that investors
find this information helpful in understanding the ongoing performance
of its operations separate from items that may have a disproportionate
positive or negative impact on Platform's financial results in any
particular period. These non-GAAP financial measures, however, have
limitations as analytical tools, and should not be considered in
isolation from, a substitute for, or superior to, the related financial
information that Platform reports in accordance with GAAP. The principal
limitations of these non-GAAP financial measures is that they exclude
significant expenses and income that are required by GAAP to be recorded
in the Company’s financial statements, and may not be completely
comparable to similarly titled measures of other companies due to
potential differences in the method of calculation between companies. In
addition, these measures are subject to inherent limitations as they
reflect the exercise of judgment by management about which items are
excluded or included in determining these non-GAAP financial measures.
Investors are encouraged to review the reconciliations of these non-GAAP
financial measures to their most comparable GAAP financial measures
included in this press release, and not to rely on any single financial
measure to evaluate Platform’s businesses.
The Company only provides adjusted EBITDA guidance, adjusted EPS
guidance and organic net sales growth expectations on a non-GAAP basis
and does not provide reconciliations of such forward-looking non-GAAP
measures to GAAP due to the inherent difficulty in forecasting and
quantifying certain amounts that are necessary for such reconciliations,
including adjustments that could be made for restructurings,
refinancings, divestitures, integration and acquisition-related
expenses, share-based compensation amounts, non-recurring, unusual or
unanticipated charges, expenses or gains, adjustments to inventory and
other charges reflected in its reconciliation of historic numbers, the
amount of which, based on historical experience, could be significant.
Constant Currency:
The Company discloses net sales and adjusted EBITDA on a constant
currency basis by adjusting to exclude the impact of changes due to the
translation of foreign currencies of its international locations into
U.S. dollar. Management believes this non-GAAP financial information
facilitates period-to-period comparison in the analysis of trends in
business performance, thereby providing valuable supplemental
information regarding its results of operations, consistent with how the
Company internally evaluates its financial results.
The impact of foreign currency translation is calculated by converting
the Company's current-period local currency financial results into U.S.
dollar using the prior period's exchange rates and comparing these
adjusted amounts to its prior period reported results. The difference
between actual growth rates and constant currency growth rates
represents the impact of foreign currency translation.
Organic Net Sales Growth:
Organic net sales growth is defined as net sales excluding the impact of
foreign currency translation, changes due to the pass-through pricing of
certain metals, and acquisitions and/or divestitures, as applicable.
Management believes this non-GAAP financial measure provides investors
with a more complete understanding of the underlying net sales trends by
providing comparable sales over differing periods on a consistent basis.
The following table reconciles preliminary unaudited GAAP net sales
growth from the Company's continuing operations to organic net sales
growth for the three and twelve months ended December 31, 2018:
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2018
|
|
|
|
|
Reported Net Sales Growth
|
|
|
Impact of Currency
|
|
|
Constant Currency
|
|
|
Change in Pass- Through Metals Pricing
|
|
|
Acquisitions
|
|
|
Organic Net Sales Growth
|
|
Electronics
|
|
|
(4)%
|
|
|
3%
|
|
|
(1)%
|
|
|
0%
|
|
|
(1)%
|
|
|
(1)%
|
|
Industrial & Specialty
|
|
|
1%
|
|
|
3%
|
|
|
4%
|
|
|
—%
|
|
|
—%
|
|
|
4%
|
|
Total
|
|
|
(2)%
|
|
|
3%
|
|
|
1%
|
|
|
0%
|
|
|
—%
|
|
|
1%
|
|
|
|
NOTE: Totals may not sum due to rounding or due to varying
sizes of the two reportable segments.
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2018
|
|
|
|
|
Reported Net Sales Growth
|
|
|
Impact of Currency
|
|
|
Constant Currency
|
|
|
Change in Pass- Through Metals Pricing
|
|
|
Acquisitions
|
|
|
Organic Net Sales Growth
|
|
Electronics
|
|
|
3%
|
|
|
(1)%
|
|
|
2%
|
|
|
0%
|
|
|
(1)%
|
|
|
2%
|
|
Industrial & Specialty
|
|
|
6%
|
|
|
(1)%
|
|
|
5%
|
|
|
—%
|
|
|
—%
|
|
|
5%
|
|
Total
|
|
|
4%
|
|
|
(1)%
|
|
|
3%
|
|
|
0%
|
|
|
—%
|
|
|
3%
|
|
|
|
NOTE: Totals may not sum due to rounding or due to varying
sizes of the two reportable segments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended December 31, 2018, pass through metals
pricing and acquisitions had a (negative) positive impact on the
Company's Electronics and consolidated results of $(1.4) million and
$2.2 million, respectively.
For the twelve months ended December 31, 2018, pass through metals
pricing and acquisitions had a (negative) positive impact on the
Company's Electronics and consolidated results of $(3.4) million and
$5.7 million, respectively.
Normalized Free Cash Flow:
Free cash flow is defined as net cash flows provided by operating
activities less net capital expenditures. Net capital expenditures
include capital expenditures less proceeds from disposals of property,
plant and equipment. Normalized free cash flow adjusts for the
anticipated impact of the Arysta sale on the Company's capital structure.
The following table reconciles preliminary unaudited GAAP net cash flows
(used in) provided by the Company's continuing operations to normalized
free cash flow:
|
|
|
|
|
|
|
|
(in millions)
|
|
|
|
|
Twelve Months Ended December 31, 2018
|
|
Net cash flows (used in) provided by operating activities of
continuing operations
|
|
|
|
|
$(2) - $0
|
|
less: Net capital expenditures:
|
|
|
|
|
|
|
Capital expenditures
|
|
|
|
|
(28)
|
|
Proceeds from disposal of property, plant and equipment
|
|
|
|
|
4
|
|
Net capital expenditures
|
|
|
|
|
(24)
|
|
Free cash flow
|
|
|
*
|
|
~(25)
|
|
plus: Cash interest
|
|
|
|
|
~ 295
|
|
less: Normalized cash interest
|
|
|
**
|
|
< (70)
|
|
Normalized free cash flow
|
|
|
*
|
|
~$200
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Based on the midpoint of preliminary operating cash flows range.
|
|
**
|
|
|
|
Assumes the following illustrative capital structure: $800
million of senior notes and $750 million of term loans (including
the effect of an interest rate swap).
|
|
|
|
|
|
|
EBITDA and Adjusted EBITDA:
EBITDA represents earnings before interest, provision for income taxes,
depreciation and amortization. Adjusted EBITDA is defined as EBITDA
excluding the impact of additional items, which the Company believes are
not representative or indicative of its ongoing business. Adjusted
EBITDA for each segment also includes an allocation of corporate costs,
such as compensation expense and professional fees. Management believes
adjusted EBITDA and adjusted EBITDA margin provide investors with a more
complete understanding of the long-term profitability trends of
Platform’s business and facilitate comparisons of its profitability to
prior and future periods. However, these measures, which do not consider
certain cash requirements, should not be construed as an alternative to
net income or cash flow from operations as a measure of profitability or
liquidity.
The following table reconciles preliminary unaudited GAAP loss from the
Company's continuing operations before income taxes and non-controlling
interests to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
|
Twelve Months Ended December 31,
|
|
(amounts in millions)
|
|
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Unaudited loss from continuing operations before income taxes and
non-controlling interests
|
|
|
|
|
|
$(36) - $(38)
|
|
|
$(108)
|
|
|
$(78) - $(80)
|
|
|
$(260)
|
|
Add (subtract):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
|
|
|
78
|
|
|
81
|
|
|
311
|
|
|
337
|
|
Depreciation expense
|
|
|
|
|
|
11
|
|
|
12
|
|
|
45
|
|
|
46
|
|
Amortization expense
|
|
|
|
|
|
27
|
|
|
28
|
|
|
112
|
|
|
110
|
|
EBITDA
|
|
|
|
|
|
78 - 80
|
|
|
13
|
|
|
388 - 390
|
|
|
233
|
|
Adjustments to reconcile to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring expense
|
|
|
(1) |
|
|
2
|
|
|
7
|
|
|
6
|
|
|
24
|
|
Acquisition and integration costs
|
|
|
(2) |
|
|
2
|
|
|
0
|
|
|
12
|
|
|
4
|
|
Legal settlement gains
|
|
|
(3) |
|
|
—
|
|
|
0
|
|
|
—
|
|
|
(11)
|
|
Foreign exchange loss on foreign denominated external and internal
long-term debt
|
|
|
(4) |
|
|
5
|
|
|
4
|
|
|
6
|
|
|
53
|
|
Debt refinancing costs
|
|
|
(5) |
|
|
1
|
|
|
69
|
|
|
1
|
|
|
83
|
|
Pension plan settlement
|
|
|
(6) |
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
Gain on sale of equity investment
|
|
|
(7) |
|
|
—
|
|
|
—
|
|
|
(11)
|
|
|
—
|
|
Other, net
|
|
|
(8) |
|
|
10
|
|
|
1
|
|
|
18
|
|
|
5
|
|
Adjusted EBITDA
|
|
|
|
|
|
$98 - $100
|
|
|
$104
|
|
|
$420 - $422
|
|
|
$401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE: Totals may not sum due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
|
The Company adjusts for costs of restructuring its operations,
including those related to its acquired businesses. The Company
adjusts these costs because it believes they are not reflective of
ongoing operations.
|
|
(2) |
|
|
The Company adjusts for costs associated with acquisition and
integration activity, including costs of obtaining related financing
such as investment banking, legal and accounting fees, and transfer
taxes. The Company adjusts these costs because it believes they are
not reflective of ongoing operations.
|
|
(3) |
|
|
The Company adjusts for certain legal settlements which it believes
are not considered reflective of ongoing operations, including the
2017 settlement agreement between MacDermid Printing Solutions LLC
(now known as MacDermid Graphics Solutions LLC) and E.I. du Pont de
Nemours and Company (now known as DowDuPont Inc.) which resulted in
a net gain of $11 million.
|
|
(4) |
|
|
The Company adjusts for foreign exchanges gains and losses on
long-term intercompany and third-party debt because it expects the
period-to-period movement of these currencies to offset on a
long-term basis and, due to their long-term nature, are not fully
realized. The Company does not exclude foreign exchange gains and
losses on short-term intercompany and third-party payables and
receivables.
|
|
(5) |
|
|
The Company adjusts for costs related to its senior note and term
debt refinancings because it believes they are not reflective of
ongoing operations.
|
|
(6) |
|
|
The Company adjusts for costs related to significant pension plan
settlements and curtailments. 2017 adjustments related primarily to
the settlement of the Company's pension obligation in the United
Kingdom. The Company adjusts these costs because it believes they
are not reflective of ongoing operations.
|
|
(7) |
|
|
The Company adjusts for a gain on the sale of an equity investment
in 2018 because it believes it is not reflective of ongoing
operations.
|
|
(8) |
|
|
The Company's 2018 adjustments include $11 million of
employee-related expenses associated with the Arysta Sale that do
not qualify for discontinued operations, non-cash changes in the
fair value of contingent consideration and certain professional
consulting fees. The Company's 2017 adjustments include non-cash
change in the fair value of contingent consideration and a
non-recurring severance payment to a senior executive. The Company
adjusts these costs because it believes they are not reflective of
ongoing operations.
|
|
|
|
|
|
Adjusted Earnings Per Share:
Adjusted earnings per share (EPS) is defined as net income (loss) from
continuing operations attributable to common stockholders adjusted to
reflect adjustments consistent with the Company’s definition of adjusted
EBITDA. Additionally, the Company eliminates the amortization associated
with intangible assets and step-up depreciation associated with fixed
assets, both recognized in purchase accounting for acquisitions.
Further, it adjusts the effective tax rate to 27% for 2019. The
resulting adjusted net income from continuing available to stockholders
is divided by the number of shares of outstanding common stock as of the
period end plus the number of shares that would be issued if all
Platform’s convertible stock were converted to common stock, stock
options were vested and exercised and awarded equity grants were vested.
Adjusted earnings per share is a key metric used by management to
measure operating performance and trends as management believes the
exclusion of certain expenses in calculating adjusted earnings per share
facilitates operating performance comparisons on a period-to-period
basis.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190128005294/en/
Copyright Business Wire 2019