Platform Specialty Products Corporation
Platform Specialty Products Corp (Form: 8-K, Received: 02/28/2017 07:04:57)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________
FORM 8-K
________________________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2017
________________________________________________________

PLATFORMLOGOA04.JPG

________________________________________________________
(Exact name of registrant as specified in its charter)


Delaware
001-36272
37-1744899
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1450 Centrepark Boulevard
Suite 210
West Palm Beach, Florida
33401
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:   (561) 207-9600

Not Applicable
________________________________________________________
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[   ]  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02. Results of Operations and Financial Condition.

On February 28, 2017 , Platform Specialty Products Corporation ("Platform") issued a press release announcing its financial results for the three and twelve months ended December 31, 2016 . A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
To supplement the financial measures prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"), within the press release, Platform has provided the following non-GAAP financial measures: adjusted EBITDA, adjusted EBITDA margin, adjusted EBITDA guidance, comparable net sales, comparable adjusted earnings per share, comparable adjusted EBITDA, comparable adjusted EBITDA margin, organic sales and free cash flow. Platform also evaluates and presents its results of operations on a constant currency and comparable constant currency basis. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a company's historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statements of income, balance sheets or statements of cash flows (or equivalent statements) of the company, or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.
Management believes that these non-GAAP measures provide useful information to investors by excluding certain items that it believes are not representative of Platform's business and including other items that it believes are useful in evaluating Platform's operations; thereby providing to investors 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 and to its peers.  When reconciled to the corresponding GAAP measures, these non-GAAP measures also help Platform's investors to understand the long-term profitability trends of Platform's businesses. Finally, these non-GAAP measures address questions Platform routinely receives from securities analysts, investors and other interested parties in the evaluation of companies in its industry and, in order to assure that all investors have access to the same data, Platform has determined that it is appropriate to make this data available to all.  Non-GAAP financial measures are however not prepared in accordance with GAAP, as they exclude certain items, as described in the press release attached hereto as Exhibit 99.1, and may not be indicative of the results that Platform expects to recognize for future periods. In addition, these non-GAAP financial measures may differ from measures that other companies may use. As a result, these non-GAAP financial measures should be considered in addition to, and not a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures provided in the press release. For definitions of Platform's non-GAAP measures and a description of its non-GAAP adjustments, see the notes to the financial tables and section VI. Non-GAAP Measures included in the press release.
The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in this Item 2.02 and Exhibit 99.1 attached hereto shall not be incorporated by reference into any filing of Platform, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
Exhibit Title
99.1
Press release dated February 28, 2017 relating to Platform's financial results for the three and twelve months ended December 31, 2016 (furnished only).





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
PLATFORM SPECIALTY PRODUCTS CORPORATION
 
 
(Registrant)
February 28, 2017
 
/s/   Sanjiv Khattri
(Date)
 
Sanjiv Khattri
 
 
Executive Vice President and Chief Financial Officer






Exhibit Index
Exhibit Number
Exhibit Title
99.1
Press release dated February 28, 2017 relating to Platform's financial results for the three and twelve months ended December 31, 2016 (furnished only).





EXHIBIT 99.1
PLATFORMLOGOA04.JPG
Platform Specialty Products Corporation
Announces 2016 Fourth Quarter and Full Year Financial Performance
2016 net sales of $3.6 billion , an increase of 41.0% ; record net sales of $ 950 million in Q4 2016
FY and Q4 2016 organic sales increase of 2.0% and 4.6% , respectively
2016 GAAP basic EPS loss of $0.14 or $0.63 fully diluted
FY and Q4 2016 adjusted EPS of $0.63 and $0.20 , respectively
2016 GAAP net loss of $35 million
2016 Adjusted EBITDA of $769 million , an increase of 35.5%
Announcing 2017 Adjusted EBITDA guidance range of $800 million to $830 million
West Palm Beach, Fla., February 28, 2017 -- Platform Specialty Products Corporation (NYSE: PAH) (“Platform” or the “Company”), a global, diversified specialty chemicals company, today announced unaudited financial highlights for the three and twelve months ended December 31, 2016 .
Fourth Quarter 2016 Highlights:
Net sales on a reported basis for the fourth quarter of 2016 were a record $ 950 million , an increase of 29.2% over last year. On a comparable basis, organic sales, which excludes the impact of currency changes, metals prices, acquisitions and divestitures, increased 4.6% quarter-over-quarter;
MacDermid Performance Solutions (Performance Solutions segment): Net sales were $457 million , an increase of 76.4% compared to the same period of 2015. On a comparable basis, organic sales increased 6.3% quarter-over-quarter
Arysta LifeScience (Agricultural Solutions segment): Net sales were $493 million , an increase of 3.6 % compared to the same period of 2015. On a comparable basis, organic sales increased 3.1% quarter-over-quarter
Reported net income attributable to common stockholders was $ 4 million , compared to a net loss of $ 130 million for the same period in 2015. Diluted earnings per share were $0.01 on a GAAP basis compared to a diluted loss per share of $0.60 in the same period of 2015;
Adjusted earnings per share were $0.20 compared to comparable adjusted earnings per share of $0.14 in the same period of 2015;
Adjusted EBITDA for the fourth quarter of 2016 was $218 million , an increase of 18.7% on a comparable constant currency basis over the fourth quarter of 2015. Adjusted EBITDA margin for the combined company was 23.0% compared to comparable adjusted EBITDA margin of 20.3% in 2015;
Additional cost synergies of $19 million were reported in the fourth quarter of 2016 from on-going integrations.
Full Year 2016 Highlights:
Net sales were $3.6 billion compared to $2.5 billion in 2015, an increase of 41.0% . On a comparable basis, organic sales increased 2.0% year-over-year;
MacDermid Performance Solutions (Performance Solutions segment): Net sales were $1.8 billion , an increase of 121 % compared to 2015. On a comparable basis, organic sales increased 1.0% year-over-year
Arysta LifeScience (Agricultural Solutions segment): Net sales were $1.8 billion , an increase of 4.3% compared to 2015. On a comparable basis, organic sales increased 3.0% year-over-year
Reported net loss attributable to common stockholders was $35 million , compared to a net loss of $309 million in 2015. Diluted loss per share were $0.63 on a GAAP basis compared to a diluted loss per share of $1.52 in 2015;
Adjusted earnings per share were $0.63 compared to comparable adjusted earnings per share of $0.60 in 2015;
Adjusted EBITDA for the year of 2016 was $769 million , an increase of 5.8% on a comparable constant currency basis. Adjusted EBITDA margin for the combined company was 21.5% compared to comparable adjusted EBITDA margin of 20.5% in 2015;




Additional cost synergies of $60 million were reported in 2016 from the ongoing integrations in both the Agricultural Solutions and Performance Solutions segments. The Company considers the Agricultural Solutions integration to be effectively complete, having actioned $85 million of estimated synergies on an annualized, run rate basis to date.
Executive Commentary

Platform’s Chief Executive Officer Rakesh Sachdev stated: “2016 was a successful year for Platform in a number of ways. Our revenue growth accelerated significantly in the second half of the year, and our business overall demonstrated resilience in mixed end markets. We exceeded our adjusted EBITDA target, generating comparable adjusted EBITDA growth of nearly 6% for the full year on a constant currency basis. Our strong earnings translated into cash flow from operations of $185 million. Furthermore, we improved our balance sheet meaningfully with the settlement of all our obligations related to our Series B convertible preferred stock, which resulted in savings of approximately $100 million, and the repricing of all of our term loans, which we expect to generate annual interest savings of $26 million. Finally, we stabilized our management team with a number of key hires who have already made significant contributions to the Company.
Our 2017 guidance and outlook calls for expected adjusted EBITDA of $800 to $830 million and organic earnings growth in both segments. While we anticipate certain global and regional headwinds, we still expect to achieve above market growth in both our businesses. We also plan to deliver further meaningful cost synergies in the Performance Solutions segment and supply chain savings in the Agricultural Solutions segment. At the mid-point, our adjusted EBITDA guidance implies growth of 8% over 2016 on a constant currency basis and is in line with our long term expectations.”

2017 Guidance

Based on foreign exchange rates as of January 31, 2017, Platform expects adjusted EBITDA for 2017 in the range of $800 million to $830 million, representing an increase of 8% at the mid-point on a constant currency basis.
2016 Form 10-K Filing
Platform expects to avail itself of the 15-day filing extension available under Rule 12b-25 to file its annual report on Form 10-K for the fiscal year ended December 31, 2016. As part of Platform's continued integration of its Performance Solutions and Agricultural Solutions segments, the Company has an ongoing initiative to simplify its corporate and tax footprint to better manage cash taxes and its overall cash position. As a result of the timing and scale of legal entity combinations involved in this initiative, Platform has not yet completed certain tax procedures and related disclosure to be included in its Form 10-K. These items are not expected to impact the financial information presented in this release. Once these items are finalized, Platform expects to file its annual report on Form 10-K with its audited financial statements for the fiscal year ended December 31, 2016 within the permitted extension period.
Platform previously reported material weaknesses which, at the date hereof, remain unremediated. Platform will complete the assessment of the effectiveness of its internal control over financial reporting prior to the filing of the Form 10-K.
Conference Call
Platform will host a webcast/dial-in conference call to discuss its 2016 fourth quarter and full year financial performance at 8:30 a.m. (Eastern Time) on Tuesday, February 28, 2017 . Participants on the call will include Rakesh Sachdev, Chief Executive Officer; Sanjiv Khattri, Chief Financial Officer; and Benjamin Gliklich, Executive Vice President - Operations and Strategy.
To listen to the call by telephone, please dial (855) 357-3116 (domestic) or (484) 365-2867 (international) and provide the Conference ID: 74692869. The call will be simultaneously webcast at  www.platformspecialtyproducts.com . A replay of the webcast will be available for three weeks shortly after completion of the live call at  www.platformspecialtyproducts.com .
Non-GAAP Financial Measures

This release and its attachments contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission, including adjusted EBITDA, adjusted EBITDA margin, adjusted EBITDA guidance, comparable net sales, comparable adjusted earnings per share, comparable adjusted EBITDA, comparable adjusted EBITDA margin, organic sales and free cash flow. Please refer to VI. Non-GAAP Measures for definitions and reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP.




About Platform
Platform is a global, diversified producer of high-technology specialty chemicals and provider of technical services. The business involves the formulation of a broad range of solutions-oriented specialty chemicals, which are sold into multiple industries, including automotive, agriculture, animal health, electronics, graphic arts, and offshore oil and gas production and drilling. More information on Platform is available at www.platformspecialtyproducts.com .
Forward-Looking Statements
This release contains statements which are, or may be deemed to be, ‘‘forward-looking statements'' which are prospective in nature. All statements other than statements of historical facts are forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations and include, but are not limited to, statements relating to: (i) Platform's ability to file its 2016 Form 10-K within the 15-day extended filing deadline; (ii) estimated or expected net sales, adjusted EBITDA, adjusted earnings per share, organic growth, synergies, free cash flow, future capital expenditures, expenses, earnings, economic performance, indebtedness, financial condition, income tax provision, dividend policy, losses and future prospects; (iii) business and management strategies; and (iv) the effects of global economic conditions on Platform's business. Many of these important factors are outside of Platform's control. No assurances can be provided as to any result or the timing of any outcome regarding matters described herein or otherwise. Such statements are based on management's estimates and assumption with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Many factors may cause the actual results, performance or achievements of Platform to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of Platform to differ materially from the expectations of Platform include, among other things: (i) Platform's perception of future availability of equity or debt financing needed to fund its growing business; (ii) Platform's assessment of its internal control over financial reporting; (iii) Platform's ability to identify, hire and retain executives and other employees with sufficient expertise;  (iv) the impact of commodities and currencies and Platform's ability to manage its risk in these areas; (v) future capital expenditures, indebtedness, leverage, and dividend policy; (vi) general business and economic conditions globally, industry trends, competition, government investigations, litigation, changes in government and other regulations, changes in political and economic stability, disruptions in business operations due to re-organization activities; (vii) interest rate and currency fluctuations; and (viii) the impact of acquisitions, divestitures, restructuring, refinancing, and other unusual items, including Platform's ability to successfully complete as well as integrate and obtain the anticipated results and synergies from its acquisitions. Other risk factors are described in Platform's periodic and other reports filed with the Securities and Exchange Commission, including Platform's annual report on Form 10-K for the fiscal year ended December 31, 2015 and quarterly reports on Form 10-Q for the fiscal quarters ended March 31, 2016, June 30, 2016 and September 30, 2016, as well as any subsequent reports on Forms 10-K, 10- Q and 8-K, which are or will be available at www.platformspecialtyproducts.com.

This 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" within the meaning of the federal securities laws. Platform and its associates, directors, officers and advisers do not provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this release will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Platform undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
-FINANCIAL TABLES TO FOLLOW-




PLATFORM SPECIALTY PRODUCTS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
(amounts in millions, except per share amounts)
2016
 
2015
 
2016
 
2015
Net sales
$
950

 
$
735

 
$
3,586

 
$
2,542

Cost of sales
554

 
462

 
2,078

 
1,550

Gross profit
396

 
273

 
1,508

 
992

Operating expenses:
 
 
 
 
 
 
 
Selling, technical, general and administrative
300

 
264

 
1,123

 
858

Research and development
23

 
15

 
84

 
63

Goodwill impairment
47

 

 
47

 

Total operating expenses
370

 
279

 
1,254


920

Operating profit
26

 
(6
)
 
253

 
72

Other (expense) income:
 
 
 
 
 
 
 
Interest expense, net
(86
)
 
(71
)
 
(376
)
 
(214
)
Loss on derivative contracts

 
(24
)
 
(13
)
 
(74
)
Foreign exchange gain (loss)
42

 
(24
)
 
(14
)
 
(43
)
Other (expense) income, net
(20
)
 
11

 
101

 
30

Total other expense
(64
)
 
(108
)
 
(302
)
 
(301
)
Loss before income taxes and non-controlling interests
(37
)
 
(114
)
 
(48
)
 
(229
)
Income tax benefit (expense)
43

 
(15
)
 
(22
)
 
(75
)
Net income (loss)
6

 
(130
)
 
(71
)
 
(304
)
Net loss (income) attributable to the non-controlling interests
(2
)
 

 
3

 
(4
)
Net income (loss) attributable to stockholders
4

 
(130
)
 
(68
)
 
(309
)
Gain on amendment of Series B Convertible Preferred Stock

 

 
33

 

Net income (loss) attributable to common stockholders
$
4

 
$
(130
)
 
$
(35
)
 
$
(309
)
Earnings (loss) per share attributable to common stockholders
 
 
 
 
 

 
 

Basic
$
0.02

 
$
(0.60
)
 
$
(0.14
)
 
$
(1.52
)
Diluted
$
0.01

 
$
(0.60
)
 
$
(0.63
)
 
$
(1.52
)
Weighted average common shares outstanding
 

 
 
 
 
 
 
Basic
280

 
217

 
243

 
203

Diluted
290

 
217


272



203



NOTE: Totals may not foot due to rounding
 
   4
    



PLATFORM SPECIALTY PRODUCTS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
December 31,
 
December 31,
(amounts in millions)
2016
 
2015
Assets
 
 
 
Cash and cash equivalents
$
423

 
$
432

Accounts receivable, net of allowance for doubtful accounts of
$37 and $14 at December 31, 2016 and 2015, respectively
1,055

 
1,023

Inventories
416

 
485

Note receivable

 
125

Prepaid expenses
71

 
72

Other current assets
106

 
101

Total current assets
2,071

 
2,238

Property, plant and equipment, net
461

 
492

Goodwill
4,166

 
4,022

Intangible assets, net
3,233

 
3,314

Other assets
110

 
125

Total assets
$
10,041

 
$
10,190

Liabilities & Stockholders' Equity
 

 
 

Accounts payable
$
384

 
$
450

Accrued salaries, wages and employee benefits
104

 
78

Current installments of long-term debt and revolving credit facilities
116

 
55

Accrued income taxes payable
83

 
65

Accrued expenses and other current liabilities
397

 
414

Total current liabilities
1,083

 
1,062

Long-term debt and capital lease obligations
5,123

 
5,174

Long-term retirement benefits, less current portion
74

 
81

Long-term deferred income taxes
644

 
679

Long-term contingent consideration
76

 
71

Other long-term liabilities
146

 
205

Total liabilities
7,145

 
7,271

Commitments and contingencies
 

 
 

Redeemable preferred stock - Series B

 
646

Stockholders' Equity
 

 
 

Preferred stock - Series A

 

Common stock, 400 shares authorized, 284 and 229 shares issued and outstanding at December 31, 2016 and 2015, respectively.
3

 
2

Additional paid-in capital
3,981

 
3,520

Accumulated deficit
(567
)
 
(533
)
Accumulated other comprehensive loss
(675
)
 
(886
)
Total stockholders' equity
2,742

 
2,104

Non-controlling interests
154

 
169

Total equity
2,896

 
2,273

Total liabilities, redeemable preferred shares and stockholders' equity
$
10,041

 
$
10,190



NOTE: Totals may not foot due to rounding
 
5




PLATFORM SPECIALTY PRODUCTS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
2016
 
 
2015
(amounts in millions)
Q1
 
Q2
 
Q3
 
Q4
 
 
FY
 
 
FY
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) income
$
(134
)
 
$
(8
)
 
$
66

 
$
6

 
 
$
(71
)
 
 
$
(304
)
Reconciliations of net (loss) income to net cash flows (used in) provided by operating activities:
 

 
 
 
 
 
 
 
 
 

 
 
 

Depreciation and amortization
83

 
85

 
87

 
87

 
 
342

 
 
251

Deferred income taxes
(14
)
 
(10
)
 
(34
)
 
(7
)
 
 
(65
)
 
 
(46
)
Manufacturer's profit in inventory adjustment
12

 

 

 

 
 
12

 
 
77

Unrealized foreign exchange loss (gain)
62

 
(28
)
 
14

 
(4
)
 
 
44

 
 
97

Non-cash fair value adjustment to contingent consideration
3

 
1

 

 
1

 
 
5

 
 
7

Goodwill impairment

 

 

 
47

 
 
47

 
 

Other, net
20

 
4

 
(83
)
 
35

 
 
(23
)
 
 
30

Changes in assets and liabilities, net of acquisitions:
 
 
 
 
 
 
 
 
 
 

 
 
 

Accounts receivable
(103
)
 
12

 
29

 
43

 
 
(19
)
 
 
67

Inventory
(87
)
 
45

 
7

 
105

 
 
70

 
 
(7
)
Accounts payable
(39
)
 
(29
)
 
1

 
(1
)
 
 
(67
)
 
 
83

Accrued expenses
(19
)
 
19

 
10

 
16

 
 
25

 
 
52

Other assets and liabilities
6

 
6

 
(9
)
 
(119
)
 
 
(116
)
 
 
15

Net cash flows (used in) provided by operating activities
(210
)
 
97

 
89

 
209

 
 
185

 
 
321

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 

 
 
 

Capital expenditures
(12
)
 
(11
)
 
(10
)
 
(24
)
 
 
(56
)
 
 
(48
)
Investment in registrations of products
(8
)
 
(8
)
 
(7
)
 
(14
)
 
 
(36
)
 
 
(34
)
Proceeds from sale of assets
2

 
10

 
8

 

 
 
21

 
 
26

Acquisition of business, net of cash acquired
(1
)
 
3

 

 

 
 
1

 
 
(4,600
)
Restricted cash

 

 

 

 
 

 
 
600

Note receivable

 

 

 

 
 

 
 
(125
)
Settlement of foreign exchange contracts in connection with acquisition

 

 

 

 
 

 
 
(73
)
Other, net
(2
)
 
(4
)
 
2

 

 
 
(4
)
 
 
(1
)
Net cash flows used in investing activities
(20
)
 
(10
)
 
(7
)
 
(37
)
 
 
(75
)
 
 
(4,257
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 

 
 
 

Debt proceeds, net of discount and premium
1

 
(2
)
 
1

 
3,301

 
 
3,301

 
 
3,922

Repayments of borrowings
(9
)
 
(9
)
 
(9
)
 
(3,314
)
 
 
(3,340
)
 
 
(284
)
Change in lines of credit, net
133

 
(28
)
 
(85
)
 
35

 
 
54

 
 
(12
)
Proceeds from issuance of common stock, net

 

 
391

 

 
 
392

 
 
470

Payment of financing fees

 
(1
)
 

 

 
 
(1
)
 
 
(87
)
Settlement of Series B Convertible Preferred Stock

 

 

 
(460
)
 
 
(460
)
 
 

Other, net
(4
)
 
(34
)
 
(8
)
 
(1
)
 
 
(47
)
 
 
(7
)
Net cash flows provided by (used in) financing activities
121

 
(73
)
 
290

 
(440
)
 
 
(102
)
 
 
4,001

Effect of exchange rate changes on cash and cash equivalents
7

 
(2
)
 
1

 
(24
)
 
 
(18
)
 
 
(31
)
Net (decrease) increase in cash and cash equivalents
(103
)
 
12

 
372

 
(292
)
 
 
(10
)
 
 
35

Cash and cash equivalents at beginning of period
432

 
330

 
342

 
714

 
 
432

 
 
397

Cash and cash equivalents at end of period
$
330

 
$
342

 
$
714

 
$
423

 
 
$
423

 
 
$
432

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental disclosure information:
 
 
 
 
 
 
 
 
 
 

 
 
 

Cash paid for interest
$
100

 
$
83

 
$
103

 
$
74

 
 
$
360

 
 
$
148

Cash paid for income taxes
$
26

 
$
28

 
$
32

 
$
35

 
 
$
121

 
 
$
73


NOTE: Totals may not foot due to rounding
 
6




PLATFORM SPECIALTY PRODUCTS CORPORATION
RECONCILIATION OF NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS TO
COMPARABLE ADJUSTED EARNINGS PER SHARE
(Unaudited)
 
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
(amounts in millions, except per share amounts)
 
2016
 
2015
 
2016
 
2015
Net income (loss) attributable to common stockholders

$
4

 
$
(130
)

$
(35
)
 
$
(309
)
Pre-acquisition activity of acquired companies:
(1)  







Net sales



171




1,077

Cost of sales



(100
)



(642
)
Selling, technical, general and administrative expense



(77
)



(321
)
Research and development expense



(5
)



(32
)
   Other income, net



2




4





(9
)



86

Adjustments:








Interest expense for pre-acquisition periods
(1)  


(22
)



(155
)
Reversal of amortization expense
(1, 2)  
68


60


267


216

Adjustment for investment in registration of products
(1, 2)  
(14
)

(8
)

(36
)

(35
)
Restructuring expenses
(1, 3)  
12


73


31


108

Manufacturer's profit in inventory purchase accounting adjustments
(4)  


19


12


77

Acquisition and integration costs
(5)  
6


23


33


93

Non-cash change in fair value of contingent consideration
(6)  
1


1


5


7

Gain on legal settlement
(7)  

 

 
(3
)
 
(16
)
Foreign exchange loss on foreign denominated external and internal debt
(1, 8)  
(25
)
 
19

 
34

 
49

Goodwill impairment
(9)  
47

 

 
47

 

Adjustment to reverse loss on derivative contract
(10)  


26




74

Gain on settlement agreement related to Series B Convertible Preferred Stock
(11)  

 

 
(103
)
 

Non-cash change in fair value of preferred stock redemption liability
(11)  
11

 

 
5

 

Debt refinancing costs
(12)  
20

 

 
20

 

Other expenses (income), net
(13)  
11

 

 
19

 
(3
)
Adjustment to estimated effective tax rate
(14)  
(78
)

(8
)

(76
)

(19
)
Gain on amendment of Series B Convertible Preferred Stock
(11)  

 

 
(33
)
 

Adjustment to reverse loss attributable to certain non-controlling interests
(15)  
(2
)

(1
)

(10
)

(1
)


57

 
180

 
211

 
393

Comparable adjusted net income attributable to common stockholders

$
61


$
41


$
177


$
170










Comparable adjusted earnings per share

$
0.20


$
0.14


$
0.63


$
0.60


 
 
 
 
 
 
 
 
Adjusted shares outstanding (in millions)
(16)  
299


299


282


282

(1) The Company adjusts for the results of operations of Alent plc ("Alent") and the businesses of OM Group, Inc. (the "OMG Businesses"), prior to their acquisition, adjusted to conform with the Company’s accounting policies and adjustments described herein, in order to facilitate comparison against prior and future results. The Company also adjusts interest expense to represent the additional interest expense that the Company would have incurred had the acquisition-related debt existed at the beginning of the periods presented in order to be consistent with the inclusion of these results of operations.
(2) The Company eliminates amortization related to intangible assets recognized in purchase accounting for acquisitions and costs capitalized in connection with obtaining regulatory approval of its products (“registration rights”) as part of ongoing operations. We deducts capital expenditures associated with obtaining these registration rights. The Company believes these adjustments provide insight with respect to the cash flows necessary to maintain and enhance the Company's product portfolio.

NOTE: Totals may not foot due to rounding
 
   7
    



(3) Adjusted for cost of restructuring acquired businesses in both the Agricultural Solutions and Performance Solutions segments. The Company adjusts these costs because they are not reflective of ongoing operations.
(4) Adjustment for purchase accounting fair value adjustment to inventory associated with acquisitions charged to cost of sales primarily related to the acquisitions of Alent (the "Alent Acquisition") and the OMG Businesses (the "OMG Acquisition," and together with the Alent Acquisition, the "Performance Solutions Acquisitions") in 2016 and the acquisitions of Arysta LifeScience Limited (the "Arysta Acquisition") and the Chemtura AgroSolutions business of Chemtura Corporation (the "CAS Acquisition," and together with the Arysta Acquisition, the "Agricultural Solutions Acquisitions") in 2015. The Company adjusts these costs because they are not reflective of ongoing operations.
(5) The Company adjusts for costs associated with acquisitions, including costs of obtaining related financing such as investment banking, legal, and accounting fees, and transfer taxes for 2016 and 2015. 2016 adjustments also include the costs associated with an investigation related to certain past business practices of Arysta, an acquired company, and costs of integrating acquisitions. 2015 adjustments also include a bonus paid to a management member of an acquired company which was tied to the completion the Arysta Acquisition. The Company adjusts these costs because they are not reflective of ongoing operations.
(6) The Company adjusts for the change in fair value of the contingent consideration in connection with the acquisition of MacDermid, Incorporated (the "MacDermid Acquisition"). The Company adjusts these costs because they are not reflective of ongoing operations.
(7) The Company adjusts for certain legal settlements that are not reflective of ongoing operations.
(8) The Company adjusts foreign exchanges gains and losses on intercompany and third-party long-term debt because these changes are out of its control, are expected to largely 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 with third parties.
(9) The Company recorded a non-cash impairment charge totaling $47 million related to Performance Solutions' Offshore Solutions reporting unit and has adjusted for the charge because it is not reflective of ongoing operations.
(10) The Company recorded a loss on a derivative contract used to mitigate foreign currency exposure related to the Alent acquisition and has adjusted for the loss because it is not reflective of ongoing operations.
(11) The Company accounted for the settlement agreement as an amendment to the Series B convertible preferred stock (the "Series B Convertible Preferred Stock") and, as a result, recognized gains in net income of $103 million and income available to common stockholders of $33 million related to the amendment. Further, the Company recognized a loss of $11 million during Q4 2016, and a loss of $5 million for the full year 2016, related to the adjustment of the Series B Preferred Stock to fair value subsequent to the amendment. The Company adjusted these gains and losses because they are not representative of ongoing operations. These gains and losses were included in income available to common stockholders for the computation of GAAP basic earnings per share; however, these gains and losses were excluded for purposes of the computation of GAAP diluted earnings per share.
(12) The Company recorded costs related to its term debt refinancing of $20 million and has adjusted for such costs because it is not reflective of ongoing operations.
(13) 2016 adjustments primarily correspond to the sales of a business, a gain on the disposal of an equity investment, and costs associated with non-recourse factoring programs that are not included in interest expense. 2015 adjustment reflects the gain related to the expiration of a put option on Platform's common stock issued in connection with an acquisition during 2014. In addition, the Company adjusts for the portion of long-term compensation plans associated with the Performance Solutions Acquisitions for 2016 and the Agricultural Solutions Acquisitions for 2015. The Company adjusts these costs because they are not reflective of ongoing operations. The Company does not adjust for the cost of ongoing non-acquisition related long-term compensation plans.
(14) The Company adjusts its effective tax rate to 35%. This adjustment does not reflect the Company’s current or near-term tax structure, including limitations on its ability to utilize net operating losses and foreign tax credits in certain jurisdictions. These factors would increase the Company's tax rate above 35%. As a result of its current tax structure, the Company’s tax rate in accordance with GAAP was 116% and (46.6)% for the three and twelve months ended December 31, 2016 . The Company adjusts to the effective tax rate to provide a meaningful comparison of its performance between periods.
(15) The Company adjusts for the non-controlling interest expense or income related to the non-controlling interest created at the time of the MacDermid Acquisition because holders of such equity interest are expected to convert their holdings into shares of Platform's common stock. Further, the Company adjusts for the impact a sale of a business has on non-controlling interests. The Company adjusts these costs because they are not reflective of ongoing operations.

NOTE: Totals may not foot due to rounding
 
   8
    



(16) The Company defines "Adjusted shares" for each quarter as the outstanding shares of Platform's common stock at the end of each period plus the number of shares that would be issued if all convertible stock were converted to Platform's common stock, vested stock options were exercised, and awarded equity granted were vested. Adjusted shares outstanding as of December 31, 2016 and 2015 represent the average of the four quarters. The Company adjusts the outstanding shares of Platform's common stock for this calculation to provide an understanding of the Company’s results of operations on a comparable per share basis.
CALCULATION OF NON-GAAP ADJUSTED SHARES AT DECEMBER 31, 2016 (Unaudited)
 (amounts in millions)
 
Q1 2016
 
Q2 2016
 
Q3 2016
 
Q4 2016
 
FY Average
Basic outstanding shares
 
230

 
230

 
278

 
284

 
255

Number of shares issuable upon conversion of Series B Convertible Preferred Stock
 
22

 
22

 
22

 

 
17

Number of shares issuable upon conversion of PDH Common Stock
 
8

 
8

 
8

 
8

 
8

Number of shares issuable upon conversion of Series A Preferred Stock
 
2

 
2

 
2

 
2

 
2

Stock options
 
1

 
1

 
1

 
1

 
1

Equity awards granted
 
4

 
4

 
4

 
4

 
4

Net impact of pending Series B Convertible Preferred Stock actions
 

 

 
(17
)
 

 
(4
)
Adjusted shares
 
266

 
266

 
299

 
299

 
282


NOTE: Totals may not foot due to rounding
 
   9
    



PLATFORM SPECIALTY PRODUCTS CORPORATION
RECONCILIATION OF ADJUSTED NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS TO
COMPARABLE ADJUSTED EBITDA
(Unaudited)
 
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 (amounts in millions)
 
2016
 
2015
 
2016
 
2015
Comparable adjusted net income attributable to common stockholders
 
$
61

 
$
41

 
$
177

 
$
170

Net income attributable to the non-controlling interests
 
3

 
2

 
7

 
6

Adjusted net income attributable to stockholders
 
64

 
42

 
184

 
175

Adjustments to reconcile to comparable adjusted EBITDA:
 
 
 
 
 
 
 
 
Income tax expense
 
35

 
23

 
99

 
94

Interest expense, net
 
86

 
92

 
376

 
369

Depreciation expense
 
19

 
19

 
75

 
68

Investment in registration of products
 
14

 
8

 
36

 
35

Comparable Adjusted EBITDA
 
$
218

 
$
184

 
$
769

 
$
742


PLATFORM SPECIALTY PRODUCTS CORPORATION
RECONCILIATION OF NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS TO ADJUSTED EBITDA
(Unaudited)
 
 
Three Months Ended December 31,

Twelve Months Ended December 31,
 (amounts in millions)
 
2016

2015

2016
 
2015
Net income (loss) attributable to common stockholders

$
4

 
$
(130
)
 
$
(35
)
 
$
(309
)
Gain on amendment of Series B Convertible Preferred Stock
(11)  

 

 
(33
)
 

Net income (loss) attributable to the non-controlling interests

2

 

 
(3
)
 
4

Income tax (benefit) expense

(43
)
 
15

 
22

 
75

Loss before income taxes and non-controlling interests

(37
)
 
(114
)
 
(48
)
 
(229
)
Adjustments to reconcile to Adjusted EBITDA:

 
 
 
 
 
 
 
Interest expense, net

86

 
71

 
376

 
214

Depreciation expense

19

 
15

 
75

 
49

Amortization expense

68

 
60

 
267

 
202

Restructuring expense
(3)  
12

 
7

 
31

 
25

Manufacturer's profit in inventory purchase accounting adjustments
(4)  

 
19

 
12

 
77

Acquisition and integration costs
(5)  
6

 
52

 
33

 
122

Non-cash change in fair value contingent consideration
(6)  
1

 
1

 
5

 
7

Legal settlement
(7)  

 

 
(3
)
 
(16
)
Foreign exchange (gain) loss on foreign denominated external and internal debt
(8)  
(25
)
 
20

 
34

 
46

Fair value loss on foreign exchange forward contract
(10)  

 
26

 

 
74

Goodwill impairment
(9)  
47

 

 
47

 

Gain on settlement agreement related to Series B Convertible Preferred Stock
(11)  

 

 
(103
)
 

Non-cash change in fair value of preferred stock redemption liability
(11)  
11

 

 
5

 

Debt refinancing costs
(12)  
20

 

 
20

 

Other expense (income), net
(13)  
11

 

 
19

 
(3
)
Adjusted EBITDA

$
218

 
$
154

 
$
769

 
$
568

* See footnote descriptions below the Comparable Adjusted Earnings Per Share table.

NOTE: Totals may not foot due to rounding
 
   10
    



PLATFORM SPECIALTY PRODUCTS CORPORATION
RECONCILIATION OF REPORTED SEGMENT RESULTS TO COMPARABLE SEGMENT RESULTS
(Unaudited)

Three Months Ended December 31,
 (amounts in millions)
Performance Solutions
 
Agricultural Solutions
 
Total
 
2016
2015
Change
YOY%
 
2016
2015
Change
YOY%
 
2016
2015
Change
YOY%
Net Sales
$
457

$
259

$
198

76
%
 
$
493

$
476

$
17

4
%
 
$
950

$
735

$
215

29
%
Acquisitions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Alent
 
152

 
 
 
 
 
 
 
 
 
152

 
 
OM
 
18

 
 
 
 
 
 
 
 
 
18

 
 
Comparable Net Sales
457

430

27

6
%
 
493

476

17

4
%
 
950

906

44

5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Organic Sales
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange translation
13

 
 
 
 
(11
)
 
 
 
 
1

 
 
 
Constant Currency
470

430

40

9
%
 
482

476

6

1
%
 
951

906

45

5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dispositions
 
 
 
 
 
 
(9
)
 
 
 
 
(9
)
 
 
Impact of metal prices
(13
)
 
 
 
 
 
 
 
 
 
(13
)
 
 
 
Organic Sales Growth
$
457

$
430

$
27

6
%
 
$
482

$
467

$
14

3
%
 
$
939

$
897

$
41

5
%
 
Three Months Ended December 31,
 (amounts in millions)
Performance Solutions
 
Agricultural Solutions
 
Total
 
2016
2015
Change
YOY%
 
2016
2015
Change
YOY%
 
2016
2015
Change
YOY%
Adj. EBITDA ex-corp cost
$
119

$
71

$
48

67
%
 
$
116

$
99

$
18

18
%
 
$
235

$
170

$
65

38
%
Acquisitions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Alent
 
26

 
 
 
 
 
 
 
 
 
26

 
 
OM
 
4

 
 
 
 
 
 
 
 
 
4

 
 
Comparable Adj. EBITDA ex-corp costs
119

101

18

18
%
 
116

99

18

18
%
 
235

199

36

18
%
Corporate allocations
(8
)
(8
)
 
 
 
(8
)
(8
)
 
 
 
(17
)
(15
)
 
 
Comparable Adj. EBITDA
111

93

17

18
%
 
108

91

17

19
%
 
218

184

34

18
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange translation
5

 
 
 
 
(4
)
 
 
 
 

 
 
 
Comparable Constant Currency
$
115

$
93

$
22

23
%
 
$
104

$
91

$
13

14
%
 
$
219

$
184

$
34

19
%



NOTE: Totals may not foot due to rounding
 
   11
    



PLATFORM SPECIALTY PRODUCTS CORPORATION
RECONCILIATION OF REPORTED SEGMENT RESULTS TO COMPARABLE SEGMENT RESULTS (continued)
(Unaudited)
 
Twelve Months Ended December 31, 2016
 
Performance Solutions
 
Agricultural Solutions
 
Total
 (amounts in millions)
2016
2015
Change
YOY%
 
2016
2015
Change
YOY%
 
2016
2015
Change
YOY%
Net Sales
$
1,770

$
801

$
969

121
 %
 
$
1,816

$
1,742

$
74

4
 %
 
$
3,586

$
2,542

$
1,044

41
 %
Acquisitions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Alent
 
847

 
 
 
 
 
 
 
 
 
847

 
 
OM
 
142

 
 
 
 
 
 
 
 
 
142

 
 
Arysta
 
 
 
 
 
 
87

 
 
 
 
87

 
 
Comparable Sales
1,770

1,791

(21
)
(1)
 %
 
1,816

1,829

(13
)
(1)
 %
 
3,586

3,620

(34
)
(1)
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Organic Sales
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange translation
48

 
 
 
 
36

 
 
 
 
83

 
 
 
Constant Currency
1,818

1,791

27

2
 %
 
1,851

1,829

22

1
 %
 
3,669

3,620

49

1
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisitions
3

 
 
 
 
 
 
 
 
 
3

 
 
 
Dispositions
 
 
 
 
 
 
(32
)
 
 
 
 
(32
)
 
 
Impact of metal prices
(13
)
 
 
 
 
 
 
 
 
 
(13
)
 
 
 
Organic Sales Growth
$
1,808

$
1,791

$
17

1
 %
 
$
1,851

$
1,797

$
55

3
 %
 
$
3,659

$
3,588

$
72

2
 %
 
Twelve Months Ended December 31, 2016
 
Performance Solutions
 
Agricultural Solutions
 
Total
 (amounts in millions)
2016
2015
Change
YOY%
 
2016
2015
Change
YOY%
 
2016
2015
Change
YOY%
Adj. EBITDA ex-corp cost
$
434

$
236

$
198

84
%
 
$
401

$
379

$
22

6
%
 
$
835

$
616

$
220

36
%
Acquisitions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Alent
 
143

 
 
 
 
 
 
 
 
 
143

 
 
OM
 
28

 
 
 
 
 
 
 
 
 
28

 
 
Arysta
 
 
 
 
 
 
3

 
 
 
 
3

 
 
Comparable Adj. EBITDA ex-corp costs
434

407

27

7
%
 
401

382

19

5
%
 
835

790

45

6
%
Corporate allocations
(33
)
(24
)
 
 
 
(33
)
(24
)
 
 
 
(66
)
(48
)
 
 
Comparable Adj. EBITDA
401

384

18

5
%
 
368

358

10

3
%
 
769

742

28

4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange translation
15

 
 
 
 

 
 
 
 
16

 
 
 
Comparable Constant Currency
$
417

$
384

$
33

9
%
 
$
369

$
358

$
10

3
%
 
$
785

$
742

$
43

6
%




NOTE: Totals may not foot due to rounding
 
   12
    



PLATFORM SPECIALTY PRODUCTS CORPORATION
ADDITIONAL FINANCIAL INFORMATION
(Unaudited)
I.
 
Financial Performance
 
 
Three Months Ended December 31,

Twelve Months Ended December 31,
 (amounts in millions)
 
2016

2015

2016
 
2015
Net Sales
 
 
 
 
 
 
 
 
Performance Solutions
 
$
457

 
$
259

 
$
1,770

 
$
801

Agricultural Solutions
 
493

 
476

 
1,816

 
1,742

Total
 
$
950

 
$
735

 
$
3,586

 
$