Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 26, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-36272 | |
Entity Registrant Name | Element Solutions Inc | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 37-1744899 | |
Entity Address, Street Name | 500 East Broward Boulevard, | |
Entity Address, Suite Number | Suite 1860 | |
Entity Address, City | Fort Lauderdale, | |
Entity Address, State | FL | |
Entity Address, Postal Zip Code | 33394 | |
City Area Code | 561 | |
Local Phone Number | 207-9600 | |
Title of each class | Common Stock, par value $0.01 per share | |
Trading Symbol | ESI | |
Name of each exchange on which registered | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 256,664,544 | |
Entity Central Index Key | 0001590714 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Net sales | $ 456.7 | $ 501.6 | $ 916.5 | $ 994.1 |
Cost of sales | 263.7 | 286.9 | 525.2 | 568.3 |
Gross profit | 193 | 214.7 | 391.3 | 425.8 |
Operating expenses: | ||||
Selling, technical, general and administrative | 126.4 | 144.3 | 268.8 | 285.1 |
Research and development | 11.1 | 11.2 | 21.9 | 22.6 |
Total operating expenses | 137.5 | 155.5 | 290.7 | 307.7 |
Operating profit | 55.5 | 59.2 | 100.6 | 118.1 |
Other expense: | ||||
Interest expense, net | (18.2) | (78.3) | (56.3) | (155.5) |
Foreign exchange (loss) gain | (28.3) | (2.4) | (1.2) | 5.1 |
Other (expense) income, net | (1.1) | 1.9 | (49.1) | 13.7 |
Total other expense | (47.6) | (78.8) | (106.6) | (136.7) |
Income (loss) before income taxes and non-controlling interests | 7.9 | (19.6) | (6) | (18.6) |
Income tax benefit (expense) | 6.8 | (30) | 17.2 | (39.9) |
Net income (loss) from continuing operations | 14.7 | (49.6) | 11.2 | (58.5) |
(Loss) income from discontinued operations, net of tax | (13.3) | 61.4 | 14.1 | 108.3 |
Net income | 1.4 | 11.8 | 25.3 | 49.8 |
Net loss (income) attributable to the non-controlling interests | 0.1 | 0.2 | (0.6) | (0.5) |
Net income attributable to common stockholders | $ 1.5 | $ 12 | $ 24.7 | $ 49.3 |
Earnings (loss) per share | ||||
Basic from continuing operations (in dollars per share) | $ 0.06 | $ (0.17) | $ 0.04 | $ (0.21) |
Basic from discontinued operations (in dollars per share) | (0.05) | 0.21 | 0.05 | 0.38 |
Basic (in dollars per share) | 0.01 | 0.04 | 0.09 | 0.17 |
Diluted from continuing operations (in dollars per share) | 0.06 | (0.17) | 0.04 | (0.21) |
Diluted from discontinued operations (in dollars per share) | (0.05) | 0.21 | 0.05 | 0.38 |
Diluted (in dollars per share) | $ 0.01 | $ 0.04 | $ 0.09 | $ 0.17 |
Weighted average common shares outstanding | ||||
Basic (in shares) | 257.3 | 288.2 | 262.7 | 288 |
Diluted (in shares) | 259.6 | 288.2 | 265.3 | 288 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 1.4 | $ 11.8 | $ 25.3 | $ 49.8 |
Foreign currency translation: | ||||
Other comprehensive (loss) income before reclassifications, net of tax (benefit) of $(0.7) and $0.0 for the three months ended June 30, 2019 and 2018, and $0.0 for the six months ended June 30, 2019 and 2018, respectively | (0.1) | (377.8) | 94.1 | (318.6) |
Reclassifications, net of tax of $0.0 for the three and six months ended June 30, 2019 and 2018, respectively | 0 | 0 | 479.8 | 0 |
Total foreign currency translation adjustments | (0.1) | (377.8) | 573.9 | (318.6) |
Pension and post-retirement plans: | ||||
Reclassifications, net of tax of $0.0 for the three and six months ended June 30, 2019 and 2018, respectively | 0 | 0 | (2.1) | 0 |
Total pension and post-retirement plans | 0 | 0 | (2.1) | 0 |
Derivative financial instruments: | ||||
Other comprehensive (loss) income before reclassifications, net of tax expense (benefit) of $2.4 and $0.9 for the three months ended June 30, 2019 and 2018, and $0.0 and $3.1 for the six months ended June 30, 2019 and 2018, respectively | (18.5) | 10.4 | (27.7) | 7.8 |
Reclassifications, net of tax of $0.00 and $0.0 for the three months ended June 30, 2019 and 2018, and $1.4 and $0.0 for the six months ended June 30, 2019 and 2018, respectively | 0.3 | (7.8) | (5.4) | 0.9 |
Total unrealized (loss) gain arising on qualified hedging derivatives | (18.2) | 2.6 | (33.1) | 8.7 |
Other comprehensive (loss) income | (18.3) | (375.2) | 538.7 | (309.9) |
Comprehensive (loss) income | (16.9) | (363.4) | 564 | (260.1) |
Comprehensive loss (income) attributable to the non-controlling interests | 0 | 35.1 | (40.2) | 32.8 |
Comprehensive (loss) income attributable to common stockholders | $ (16.9) | $ (328.3) | $ 523.8 | $ (227.3) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Foreign currency translation: | ||||
Tax expense | $ (0.7) | $ 0 | $ 0 | $ 0 |
Tax expense, reclassification | 0 | 0 | 0 | 0 |
Pension and post-retirement plans: | ||||
Tax expense, reclassification | 0 | 0 | 0 | 0 |
Derivative financial instruments: | ||||
Tax expense | 2.4 | 0.9 | 0 | 3.1 |
Tax expense, reclassification | $ 0 | $ 0 | $ 1.4 | $ 0 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Cash and cash equivalents | $ 247.6 | $ 233.6 |
Accounts receivable, net of allowance for doubtful accounts of $8.3 and $7.7 at June 30, 2019 and December 31, 2018, respectively | 374.7 | 382.4 |
Inventories | 201.6 | 188.1 |
Prepaid expenses | 23.7 | 14.3 |
Other current assets | 69.1 | 42.5 |
Current assets of discontinued operations | 9.6 | 1,621.3 |
Total current assets | 926.3 | 2,482.2 |
Property, plant and equipment, net | 256.7 | 266.9 |
Goodwill | 2,177.9 | 2,182.6 |
Intangible assets, net | 967 | 1,024.5 |
Other assets | 105.6 | 32.9 |
Non-current assets of discontinued operations | 6.8 | 3,412.4 |
Total assets | 4,440.3 | 9,401.5 |
Liabilities and stockholders' equity | ||
Accounts payable | 106.1 | 100.9 |
Current installments of long-term debt and revolving credit facilities | 57.8 | 25.3 |
Accrued expenses and other current liabilities | 116.2 | 189.5 |
Current liabilities of discontinued operations | 57.9 | 826.8 |
Total current liabilities | 338 | 1,142.5 |
Debt | 1,515.3 | 5,350.7 |
Pension and post-retirement benefits | 48.6 | 49.5 |
Deferred income taxes | 120.3 | 133 |
Other liabilities | 186.9 | 128.5 |
Non-current liabilities of discontinued operations | 0 | 416.2 |
Total liabilities | 2,209.1 | 7,220.4 |
Commitments and contingencies (Note 12) | ||
Stockholders' Equity | ||
Preferred stock - Series A | 0 | 0 |
Common stock: 400.0 shares authorized (2019: 258.3 shares issued; 2018: 289.3 shares issued) | 2.6 | 2.9 |
Additional paid-in capital | 4,109.4 | 4,062.1 |
Treasury stock (2019: 1.7 shares; 2018: 0.3 shares) | (16.8) | (3.5) |
Accumulated deficit | (1,604) | (1,195.4) |
Accumulated other comprehensive loss | (258.4) | (756.9) |
Total stockholders' equity | 2,232.8 | 2,109.2 |
Non-controlling interests | (1.6) | 71.9 |
Total equity | 2,231.2 | 2,181.1 |
Total liabilities and stockholders' equity | $ 4,440.3 | $ 9,401.5 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts, current | $ 8.3 | $ 7.7 |
Stockholders' Equity | ||
Common shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common shares issued (in shares) | 258,300,000 | 289,300,000 |
Treasury stock (in shares) | 1,700,000 | 300,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | ||
Cash flows from operating activities: | |||
Net income | $ 25.3 | $ 49.8 | |
Net income from discontinued operations, net of tax | 14.1 | 108.3 | |
Net income (loss) from continuing operations | 11.2 | (58.5) | |
Reconciliation of net loss from continuing operations to net cash flows used in operating activities: | |||
Depreciation and amortization | 77.5 | 79.8 | |
Deferred income taxes | (10.8) | (18) | |
Foreign exchange gain | (8.6) | (7.7) | |
Other, net | 79.8 | 5.6 | |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | 5.4 | (11.3) | |
Inventories | (13.9) | (27.1) | |
Accounts payable | 5.4 | 12.2 | |
Accrued expenses | (93.5) | 1 | |
Prepaid expenses and other current assets | (24.9) | 17.5 | |
Other assets and liabilities | (22.3) | (6.2) | |
Net cash flows provided by (used in) operating activities of continuing operations | 5.3 | (12.7) | |
Cash flows from investing activities: | |||
Capital expenditures | (11.4) | (11) | |
Proceeds from disposal of property, plant and equipment | 0 | 1.6 | |
Acquisition of business, net of cash acquired | 0 | (28.2) | |
Proceeds from Arysta Sale (net of cash $148.7 million) | 4,281.8 | 0 | |
Proceeds from the sale of equity investment | 0 | 25 | |
Other, net | 7.9 | 0.8 | |
Net cash flows provided by (used in) investing activities of continuing operations | 4,278.3 | (11.8) | |
Cash flows from financing activities: | |||
Debt proceeds, net of discount | 749.1 | 0 | |
Repayments of borrowings | (4,603) | (0.2) | |
Change in lines of credit, net | 25.1 | 60 | |
Repurchases of common stock | (445.1) | 0 | |
Payment of financing fees | (39.5) | (1) | |
Other, net | (8.8) | 0.3 | |
Net cash flows (used in) provided by financing activities of continuing operations | (4,322.2) | 59.1 | |
Cash flows from discontinued operations: | |||
Net cash flows used in operating activities of discontinued operations | (135.3) | (79) | |
Net cash flows used in investing activities of discontinued operations | (5) | (20.9) | |
Net cash flows provided by financing activities of discontinued operations | 4.8 | 44.1 | |
Net cash flows used in discontinued operations | (135.5) | (55.8) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 6.2 | (15.8) | |
Net decrease in cash, cash equivalents and restricted cash | (167.9) | (37) | |
Cash, cash equivalents and restricted cash at beginning of period | [1] | 415.5 | 483.9 |
Cash, cash equivalents and restricted cash at end of period | [2] | $ 247.6 | $ 446.9 |
[1] | Includes cash, cash equivalents and restricted cash of discontinued operations of $181.9 million and $225.4 million at December 31, 2018 and 2017 , respectively. | ||
[2] | Includes cash, cash equivalents and restricted cash of discontinued operations of $166.6 million at June 30, 2018 . |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) - USD ($) $ in Millions | 6 Months Ended | |||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Statement of Cash Flows [Abstract] | ||||
Cash from divestiture | $ 148.7 | |||
Cash, cash equivalents and restricted cash of discontinued operations | $ 181.9 | $ 166.6 | $ 225.4 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total Stockholders' Equity | Non- controlling Interests |
Balance at Dec. 31, 2017 | $ 2,860 | $ 0 | $ 2.9 | $ 4,032 | $ (0.1) | $ (869.7) | $ (422) | $ 2,743.1 | $ 116.9 |
Balance (in shares) at Dec. 31, 2017 | 2,000,000 | 287,405,939 | 6,618 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 49.8 | 49.3 | 49.3 | 0.5 | |||||
Other comprehensive income (loss), net of taxes | (309.9) | ||||||||
Other comprehensive income, net of taxes | (309.9) | (276.6) | (276.6) | (33.3) | |||||
Exercise/ vesting of share based compensation (in shares) | 44,549 | ||||||||
Conversion of shares of common stock of PDH into common stock | 8.6 | 8.6 | (8.6) | ||||||
Conversion of shares of common stock of PDH into common stock (in shares) | 686,610 | ||||||||
Issuance of common stock under ESPP | 0.6 | 0.6 | 0.6 | ||||||
Issuance of common stock under ESPP (in shares) | 70,807 | ||||||||
Equity compensation expense | 7.4 | 7.4 | 7.4 | ||||||
Changes in non-controlling interests | (3.5) | 0 | (3.5) | ||||||
Balance at Jun. 30, 2018 | 2,604.4 | $ 0 | $ 2.9 | 4,048.6 | $ (0.1) | (821.7) | (697.3) | 2,532.4 | 72 |
Balance (in shares) at Jun. 30, 2018 | 2,000,000 | 288,207,905 | 6,618 | ||||||
Balance at Mar. 31, 2018 | 2,967 | $ 0 | $ 2.9 | 4,043.6 | $ (0.1) | (833.7) | (356.9) | 2,855.8 | 111.2 |
Balance (in shares) at Mar. 31, 2018 | 2,000,000 | 288,115,844 | 6,618 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 11.8 | 12 | 12 | (0.2) | |||||
Other comprehensive income (loss), net of taxes | (375.2) | ||||||||
Other comprehensive income, net of taxes | (375.2) | (340.4) | (340.4) | (34.8) | |||||
Exercise/ vesting of share based compensation (in shares) | 29,549 | ||||||||
Conversion of shares of common stock of PDH into common stock | 0.4 | 0.4 | (0.4) | ||||||
Conversion of shares of common stock of PDH into common stock (in shares) | 29,069 | ||||||||
Issuance of common stock under ESPP | 0.3 | 0.3 | 0.3 | ||||||
Issuance of common stock under ESPP (in shares) | 33,443 | ||||||||
Equity compensation expense | 4.3 | 4.3 | 4.3 | ||||||
Changes in non-controlling interests | (3.8) | 0 | (3.8) | ||||||
Balance at Jun. 30, 2018 | 2,604.4 | $ 0 | $ 2.9 | 4,048.6 | $ (0.1) | (821.7) | (697.3) | 2,532.4 | 72 |
Balance (in shares) at Jun. 30, 2018 | 2,000,000 | 288,207,905 | 6,618 | ||||||
Balance at Dec. 31, 2018 | 2,181.1 | $ 0 | $ 2.9 | 4,062.1 | $ (3.5) | (1,195.4) | (756.9) | 2,109.2 | 71.9 |
Balance (in shares) at Dec. 31, 2018 | 2,000,000 | 289,316,170 | 341,967 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 25.3 | 24.7 | 24.7 | 0.6 | |||||
Other comprehensive income (loss), net of taxes | 538.7 | ||||||||
Other comprehensive income, net of taxes | 49.1 | 49.1 | 49.1 | ||||||
Arysta Sale | 411 | (5.7) | 463.3 | 457.6 | (46.6) | ||||
Exercise/ vesting of share based compensation | 1.9 | $ (1.9) | |||||||
Exercise/ vesting of share based compensation (in shares) | 1,929,518 | 170,989 | |||||||
Conversion of shares of common stock of PDH into common stock | $ 0.1 | 41.1 | (13.9) | 27.3 | (27.3) | ||||
Conversion of shares of common stock of PDH into common stock (in shares) | 4,019,710 | ||||||||
Issuance of common stock under ESPP | 0.6 | 0.6 | 0.6 | ||||||
Issuance of common stock under ESPP (in shares) | 58,425 | ||||||||
Repurchases of common stock | (445.1) | $ (0.4) | $ (11.4) | (433.3) | (445.1) | ||||
Repurchases of common stock (in shares) | (37,000,000) | (1,154,585) | |||||||
Equity compensation expense | 9.4 | 9.4 | 9.4 | ||||||
Changes in non-controlling interests | (0.2) | (0.2) | |||||||
Balance at Jun. 30, 2019 | 2,231.2 | $ 0 | $ 2.6 | 4,109.4 | $ (16.8) | (1,604) | (258.4) | 2,232.8 | (1.6) |
Balance (in shares) at Jun. 30, 2019 | 2,000,000 | 258,323,823 | 1,667,541 | ||||||
Balance at Mar. 31, 2019 | 2,255.2 | $ 0 | $ 2.6 | 4,105.1 | $ (5.4) | (1,605.5) | (240.1) | 2,256.7 | (1.5) |
Balance (in shares) at Mar. 31, 2019 | 2,000,000 | 257,955,093 | 512,956 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 1.4 | 1.5 | 1.5 | (0.1) | |||||
Other comprehensive income (loss), net of taxes | (18.3) | ||||||||
Other comprehensive income, net of taxes | (18.3) | (18.3) | (18.3) | ||||||
Exercise/ vesting of share based compensation | 1.9 | 1.9 | 1.9 | ||||||
Exercise/ vesting of share based compensation (in shares) | 336,703 | ||||||||
Issuance of common stock under ESPP | 0.3 | 0.3 | 0.3 | ||||||
Issuance of common stock under ESPP (in shares) | 32,027 | ||||||||
Repurchases of common stock | (11.4) | $ (11.4) | (11.4) | ||||||
Repurchases of common stock (in shares) | (1,154,585) | ||||||||
Equity compensation expense | 2.1 | 2.1 | 2.1 | ||||||
Changes in non-controlling interests | 0 | 0 | |||||||
Balance at Jun. 30, 2019 | $ 2,231.2 | $ 0 | $ 2.6 | $ 4,109.4 | $ (16.8) | $ (1,604) | $ (258.4) | $ 2,232.8 | $ (1.6) |
Balance (in shares) at Jun. 30, 2019 | 2,000,000 | 258,323,823 | 1,667,541 |
Background and Basis of Present
Background and Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND AND BASIS OF PRESENTATION | BACKGROUND AND BASIS OF PRESENTATION Background Element Solutions was incorporated in Delaware in January 2014 and its shares of common stock, par value $0.01 per share, trade on the NYSE under the ticker symbol “ESI.” Element Solutions is a leading global specialty chemicals company whose operating businesses formulate a broad range of solutions that enhance the performance of products people use every day. Developed in multi-step technological processes, the innovative solutions of the Company's businesses enable customers' manufacturing processes in several key industries, including electronic circuitry, semiconductor, communications infrastructure, automotive systems, industrial surface finishing, consumer packaging and offshore energy. Element Solutions delivers its products to customers through its sales and service workforce, regional distributors and manufacturing representatives. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts and transactions of the Company and have been prepared on a basis that is consistent with the accounting principles applied in the Company’s 2018 Annual Report. In the opinion of management, these unaudited Condensed Consolidated Financial Statements reflect all adjustments that are normal, recurring and necessary for a fair statement of the Company's financial position, results of operations and cash flows for interim periods, but are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2019. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and the related notes thereto included in the Company’s 2018 Annual Report. On January 31, 2019, the Company completed the Arysta Sale for net cash proceeds of approximately $4.28 billion , after certain post-closing adjustments. Agricultural Solutions' assets, liabilities, operating results and cash flows for all periods presented have been classified as discontinued operations within the unaudited Condensed Consolidated Financial Statements. See Note 3 , Discontinued Operations , for additional information. The Company's Prior Senior Notes, 5.875% USD Notes due 2025 and term loans then outstanding under the Company's second amended and restated credit agreement, dated August 6, 2014, as further amended and restated, were not required to be immediately redeemed or repaid in connection with the Arysta Sale. As such, the related liabilities and interest expense are not included in discontinued operations and therefore fully burdened continuing operations. The process of preparing the Company’s unaudited Condensed Consolidated Financial Statements requires the use of estimates and judgments that affect the reported amount of assets, liabilities, net sales and expenses. These estimates and judgments are based on historical experience, future expectations and other factors as well as assumptions the Company believes to be reasonable under the circumstances. These estimates and judgments are reviewed on an ongoing basis and revised as necessary. Actual amounts may differ materially from these estimates. Certain other prior year amounts have been reclassified to conform to the current year’s presentation. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements Leases (Topic 842) - In February 2016, the FASB issued ASU No. 2016-02, “Leases.” This ASU requires lessees to recognize most leases in their balance sheets, but to continue to record expenses on their income statements in a manner similar to current accounting. The ASU is required to be applied to leases in existence as of the date of initial application using a modified retrospective transition approach. The Company adopted the new standard on January 1, 2019. No cumulative-effect adjustment was required to the opening balance of retained earnings on the adoption date. The Company made updates to its systems, policies and internal controls over financial reporting in preparation of adopting the new guidance. Upon the prospective adoption of ASC 842 during the first quarter of 2019, the Company elected the following package of transition practical expedients: • Not to separate non-lease components from lease components and account for them as a single lease component; • Not to reassess arrangements entered into prior to January 1, 2019 for whether an arrangement is or contains a lease, the lease classification applied or to separate initial direct costs; and • To use hindsight in determining the lease term for lease contracts that have historically been renewed or amended. At December 31, 2018, the Company was not a lessor to any significant lease agreements and substantially all of the leases under which the Company was a lessee were classified as operating leases under the existing ASC 840 guidance. As such, consistent with the Company's practical expedient election to not reassess lease classification, substantially all the Company's existing leases will continue to be classified as operating leases under ASC 842. As a lessee, the Company categorizes its operating leases into two general categories: real estate and other. This new standard had no impact on the Company’s Condensed Consolidated Statements of Operations or Cash Flows but its Condensed Consolidated Balance Sheet at June 30, 2019 was impacted by the recognition of right of use (ROU) assets of $64.0 million in "Other Assets" which reflected the present value of remaining operating lease payments under existing lease arrangements, as well as current and non-current lease liabilities of $14.9 million and $49.3 million , reported in "Accrued expenses and other current liabilities" and "Other liabilities," respectively. See Note 11 , Leases , for more information. Derivatives and Hedging (Topic 815) - In August 2017, the FASB issued ASU No. 2017-12, “ Targeted Improvements to Accounting for Hedging Activities.” This ASU improves the financial reporting of hedge relationships by updating hedging designation and measurement guidance. The update also simplifies the application of existing hedge accounting guidance related to assessing hedge effectiveness. The guidance is effective prospectively as of January 1, 2019 and is applied to contracts in existence at the date of adoption. This new guidance did not have a material impact on the Company's unaudited Condensed Consolidated Financial Statements. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS On July 20, 2018, the Company agreed to sell to UPL 100% of the then issued and outstanding shares of common stock of Arysta and its subsidiaries pursuant to the terms and conditions of the Arysta Sale Agreement. The Arysta Sale was completed on January 31, 2019 for net cash proceeds of approximately $4.28 billion , after certain post-closing adjustments relating to, among other things, cash, indebtedness and working capital, as finalized with UPL on May 17, 2019. The Company's former Agricultural Solutions business was previously its own reportable segment and has been presented for all periods as discontinued operations in this Quarterly Report as the Arysta Sale represented a significant strategic shift and was determined to have a major effect on the Company's operations and financial results. Corporate costs previously allocated to the Agricultural Solutions segment were reallocated to the remaining segments for all periods presented as these costs were not clearly identifiable as costs of the former Agricultural Solutions segment. In the second quarter of 2019, the Company recorded a loss of $18.8 million on the Arysta Sale, for a 2019 year-to-date gain of $2.5 million . The sale resulted in an overall loss of $448 million as an estimated impairment loss of $450 million was recorded in 2018, primarily due to the reclassification of foreign currency translation adjustments from "Accumulated other comprehensive loss" within Stockholders’ Equity into earnings within the Condensed Consolidated Statement of Operations. The Company may record an additional gain or loss in the future as it settles certain tax assets and liabilities associated with the Arysta Sale. In connection with the Arysta Sale, the Company agreed to retain certain liabilities associated with legal and tax proceedings, primarily related to an Arysta subsidiary in Brazil. The Company does not expect to incur any material losses as a result of these proceedings. However, the resolutions of these matters may take several years and, to the extent not covered by insurance, may adversely impact the Company's financial position or results of operations. The following table details the components comprising net (loss) income from the Company's discontinued operations attributable to common stockholders: Three Months Ended June 30, Six Months Ended June 30, (dollars in millions) 2019 2018 2019 (1) 2018 Net sales $ — $ 520.9 $ 65.3 $ 992.5 Cost of sales — (312.7 ) (45.5 ) (590.7 ) Selling, technical, general and administrative (0.8 ) (135.7 ) (37.4 ) (271.9 ) Research and development — (14.8 ) (4.6 ) (26.9 ) (Loss) gain on Arysta Sale (18.8 ) — 2.5 — Operating (loss) profit (19.6 ) 57.7 (19.7 ) 103.0 Other, net (0.6 ) (40.9 ) 8.7 15.8 (Loss) income from discontinued operations, before income taxes (20.2 ) 16.8 (11.0 ) 118.8 Income tax benefit (expense) 6.9 44.6 25.1 (10.5 ) (Loss) income from discontinued operations, net of tax (13.3 ) 61.4 14.1 108.3 Net loss (income) from discontinued operations attributable to the non-controlling interests 0.1 (0.4 ) — 0.2 Net (loss) income from discontinued operations attributable to common stockholders $ (13.2 ) $ 61.0 $ 14.1 $ 108.5 (1) Includes activity through January 31, 2019, when the Arysta Sale was completed, and certain post-closing adjustments relating to, among other things, cash, indebtedness and working capital as of the closing date. The carrying value of major classes of assets and liabilities related to the Company's discontinued operations were as follows: June 30, December 31, (dollars in millions) 2019 2018 Assets Cash and cash equivalents $ — $ 177.8 Accounts receivable, net — 919.4 Inventories — 369.1 Other current assets 9.6 (1) 155.0 Current assets of discontinued operations $ 9.6 $ 1,621.3 Property, plant and equipment, net $ — $ 172.0 Goodwill — 1,816.9 Intangible assets, net — 1,797.7 Other assets 6.8 (374.2 ) (2) Non-current assets of discontinued operations $ 6.8 $ 3,412.4 Liabilities Accounts payable $ — $ 365.7 Current installments of revolving credit facilities — 52.5 Accrued expenses and other current liabilities 57.9 408.6 Current liabilities of discontinued operations $ 57.9 $ 826.8 Deferred income taxes $ — $ 369.9 Other liabilities — 46.3 Non-current liabilities of discontinued operations $ — $ 416.2 (1) Primarily comprised of a receivable from UPL associated with certain post-closing adjustments. (2) Includes the impairment loss of $450 million on discontinued operations at December 31, 2018 . |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The major components of inventory, on a net basis, were as follows: (dollars in millions) June 30, December 31, Finished goods $ 118.0 $ 109.4 Work in process 17.9 15.3 Raw materials and supplies 65.7 63.4 Total inventories $ 201.6 $ 188.1 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT The major components of property, plant and equipment were as follows: (dollars in millions) June 30, December 31, Land and leasehold improvements $ 67.5 $ 67.8 Buildings and improvements 104.7 101.0 Machinery, equipment, fixtures and software 212.1 207.3 Construction in process 11.7 14.9 Total property, plant and equipment 396.0 391.0 Accumulated depreciation (139.3 ) (124.1 ) Property, plant and equipment, net $ 256.7 $ 266.9 For the three months ended June 30, 2019 and 2018 , the Company recorded depreciation expense of $10.4 million and $11.2 million , respectively. For the six months ended June 30, 2019 and 2018 , the Company recorded depreciation expense of $20.7 million and $22.9 million |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill were as follows: (dollars in millions) Electronics Industrial & Specialty Total Balance at December 31, 2018 (*) $ 1,226.7 $ 955.9 $ 2,182.6 Foreign currency translation (2.4 ) (2.3 ) (4.7 ) Balance at June 30, 2019 (*) $ 1,224.3 $ 953.6 $ 2,177.9 (*) Includes accumulated impairment losses of $46.6 million associated with the Company's Industrial & Specialty segment. Indefinite-Lived Intangible Assets The carrying value of indefinite-lived intangible assets other than goodwill, which consisted solely of tradenames, was $105 million and $150 million at June 30, 2019 and December 31, 2018 , respectively. During the first quarter of 2019, the Company determined that the useful life of one of its tradenames no longer met the criteria to be considered an indefinite-lived asset and concluded no indication of impairment. Subsequently, the Company started amortizing this tradename over 15 years , consistent with other similar finite-lived assets. Finite-Lived Intangible Assets Intangible assets subject to amortization were as follows: June 30, 2019 December 31, 2018 (dollars in millions) Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Customer lists $ 925.7 $ (317.3 ) $ 608.4 $ 927.8 $ (283.2 ) $ 644.6 Developed technology 381.5 (175.1 ) 206.4 381.3 (155.6 ) 225.7 Tradenames 50.8 (3.2 ) 47.6 5.9 (1.6 ) 4.3 Non-compete agreements 1.5 (1.4 ) 0.1 1.5 (1.3 ) 0.2 Total $ 1,359.5 $ (497.0 ) $ 862.5 $ 1,316.5 $ (441.7 ) $ 874.8 For the three months ended June 30, 2019 and 2018 , the Company recorded amortization expense on intangible assets of $28.4 million , respectively. For the six months ended June 30, 2019 and 2018 , the Company recorded amortization expense on intangible assets of $56.8 million and $56.9 million , respectively. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The Company’s debt and finance lease obligations consisted of the following: (dollars in millions) Maturity Date Interest Rate June 30, December 31, USD Term Loans (1) 2026 LIBOR plus 2.25% $ 736.4 $ — Senior Notes - USD 800 million (2) 2025 5.875% 785.8 784.9 Senior Notes - USD 1.10 billion (2) 2022 6.50% — 1,067.1 Senior Notes - EUR 350 million (2) 2023 6.00% — 397.4 First Lien Credit Facility - USD Term Loans (1) 2020 > of 3.50% or LIBOR plus 2.50% — 624.3 First Lien Credit Facility - USD Term Loans (1) 2021 > of 4.00% or LIBOR plus 3.00% — 1,124.7 First Lien Credit Facility - Euro Term Loans (1) 2020 > of 3.25% or EURIBOR plus 2.50% — 666.2 First Lien Credit Facility - Euro Term Loans (1) 2021 > of 3.50% or EURIBOR plus 2.75% — 685.3 Borrowings under the Revolving Credit Facility 2024 LIBOR plus 2.25% 50.0 25.0 Other 0.9 1.1 Total debt and finance lease obligations 1,573.1 5,376.0 Less: current installments of long-term debt and revolving credit facilities 57.8 25.3 Total long-term debt and finance lease obligations $ 1,515.3 $ 5,350.7 (1) Term loans, net of unamortized discounts and debt issuance costs of $9.8 million and $22.4 million at June 30, 2019 and December 31, 2018 , respectively. Weighted average effective interest rate of 2.4% and 4.6% at June 30, 2019 and December 31, 2018 , respectively, including the effects of interest rate swaps and net investment hedges. See Note 8 , Financial Instruments, for further information regarding the Company's interest rate swaps and net investment hedges. (2) Senior notes, net of unamortized premium, discounts and debt issuance costs of $14.2 million and $29.9 million at June 30, 2019 and December 31, 2018 , respectively. Weighted average effective interest rate of 6.2% and 6.5% at June 30, 2019 and December 31, 2018 , respectively. New Credit Agreement The Company is a party to the New Credit Agreement, which provides for senior secured credit facilities in an aggregate principal amount of $1.08 billion , consisting of a revolving facility in an aggregate principal amount of $330 million maturing in 2024 and a term loan in an aggregate principal amount of $750 million maturing in 2026 . On the closing date of the Arysta Sale, the $750 million term loan was borrowed under the New Credit Agreement. The New Credit Agreement replaced the Company's second amended and restated credit agreement, dated August 6, 2014, as further amended and restated, which was terminated on January 31, 2019, the closing date of the Arysta Sale, as the Company paid down its then existing credit facilities, including the first lien credit facility and the revolving credit facility, under this agreement and expensed $22.9 million of unamortized premiums, discounts and debt issuance costs, which was recorded in the Condensed Consolidated Statement of Operations as " Other (expense) income, net ." Borrowings under the New Credit Agreement bear interest at a rate per annum equal to a base rate, as defined in the New Credit Agreement, plus, in each case, an applicable rate equal to a spread of 1.25% with respect to Base Rate Loans and a spread of 2.25% with respect to Eurocurrency Rate Loans. The Company is required to pay a commitment fee in respect of any undrawn portion of the Revolver of 0.50% per annum, subject to a stepdown to 0.375% based on the Company’s first lien net leverage ratio. The revolving facility under the New Credit Agreement includes borrowing capacity in the form of letters of credit of up to $100 million . In connection with the termination of the Company's second amended and restated credit agreement and entry into the New Credit Agreement, all letters of credit outstanding on January 31, 2019 under the second amended and restated credit agreement were rolled into the New Credit Agreement. The credit facilities under the New Credit Agreement are guaranteed, jointly and severally, by certain of the Company’s domestic subsidiaries and secured by a first-priority security interest in substantially all of the assets of the borrowers and the guarantors, including mortgages on material real property, subject to certain exceptions. Covenants, Events of Default and Provisions The New Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including limitations on additional indebtedness, dividends, and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments, restrictions on liens on the assets of the borrowers or any guarantor, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions, and dispositions. If the borrowers have total outstanding borrowings under the revolver (subject to certain exceptions) in excess of 30% of the commitment amount under the revolver, the revolver requires that the Company maintain a first lien net leverage ratio of at least 5.0 to 1.0 , subject to a right to cure. The New Credit Agreement requires the borrowers to make mandatory prepayments of borrowings, subject to certain exceptions, as described in the New Credit Agreement. In addition, the New Credit Agreement contains customary events of default that include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payment on, or defaults with respect to, certain other material indebtedness, bankruptcy and insolvency events, material judgments and change of control provisions. Upon the occurrence of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the New Credit Agreement may be accelerated and the lenders could foreclose on their security interests in the assets of the borrowers and the guarantors. At June 30, 2019 , the Company was in compliance with the debt covenants contained in the credit facilities of the New Credit Agreement and, in accordance with applicable debt covenants, had full availability of its unused borrowing capacity of $275 million , net of letters of credit, under the revolving facility. Senior Notes Prior Senior Notes On February 1, 2019, the Company completed the redemption of all outstanding Prior Senior Notes and, as a result, the Prior Senior Notes Indenture was terminated, releasing the Company and the guarantors named therein from their obligation under the Prior Senior Notes and the Prior Senior Notes Indenture. In connection with this redemption, the Company expensed $44.0 million , consisting of $29.5 million of call premiums and $14.5 million of unamortized premiums, discounts and debt issuance costs, which was recorded in the Condensed Consolidated Statement of Operations as " Other (expense) income, net ." The Company funded the redemption with a portion of the net proceeds from the Arysta Sale and a portion of the borrowings under the New Credit Agreement. The 5.875% USD Notes due 2025 were not redeemed and remain outstanding. 5.875% USD Notes due 2025 The 5.875% USD Notes due 2025 are governed by the 5.875% USD Notes Indenture which provides, among other things, for customary affirmative and negative covenants, events of default and other customary provisions. The Company has the option to redeem the 5.875% USD Notes due 2025 prior to their maturity, subject to, in certain cases, the payment of an applicable make-whole premium. The 5.875% USD Notes due 2025 are fully and unconditionally guaranteed on a senior unsecured basis by certain of the Company’s domestic subsidiaries that guarantee the obligations of the borrowers under the New Credit Agreement. Lines of Credit and Other Debt Facilities The Company has access to various revolving lines of credit, short-term debt facilities and overdraft facilities worldwide which are used to fund short-term cash needs. At June 30, 2019 and December 31, 2018 , the aggregate principal amount outstanding under such facilities totaled $50.0 million and $25.0 million , respectively. The Company also had letters of credit outstanding of $5.1 million and $10.2 million at June 30, 2019 and December 31, 2018 , respectively, of which $4.8 million and $9.7 million at June 30, 2019 and December 31, 2018 , respectively, reduced the borrowings available under the various facilities. At June 30, 2019 , the availability under these facilities totaled approximately $303 million , net of outstanding letters of credit. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS Derivatives and Hedging In the normal course of business, the Company is exposed to risks relating to changes in foreign currency exchange rates, commodity prices and interest rates. Derivative financial instruments, such as foreign currency exchange forward contracts, commodities futures contracts, interest rate swaps and net investment hedges are used to manage the risks associated with changes in the conditions of those markets. All derivatives are recognized in the Condensed Consolidated Balance Sheets at fair value. The counterparties to the Company’s derivative agreements are major international financial institutions. The Company continually monitors its derivative positions and the credit ratings of its counterparties and does not anticipate nonperformance on their part. Foreign Currency The Company conducts a significant portion of its business in currencies other than the U.S. dollar and a portion of its business in currencies other than the functional currencies of its subsidiaries. As a result, the Company’s operating results are impacted by foreign currency exchange rate volatility. At June 30, 2019 , the Company held foreign currency forward contracts to purchase and sell various currencies in order to mitigate such foreign currency exposure, primarily with the U.S. dollar and euro. The Company has not designated any foreign currency exchange forward contracts as eligible for hedge accounting and, as a result, changes in the fair value of foreign currency forward contracts are recorded in the Condensed Consolidated Statements of Operations as " Other (expense) income, net ." The total notional value of foreign currency exchange forward contracts held at June 30, 2019 and December 31, 2018 was approximately $148.8 million and $102 million , respectively, with settlement dates generally within one year . Commodities As part of its risk management policy, the Company enters into commodities futures contracts for the purpose of mitigating its exposure to fluctuations in prices of certain metals used in the production of its finished goods. The Company held futures contracts to purchase and sell various metals, primarily tin and silver, with a notional value of $39.5 million and $28.9 million at June 30, 2019 and December 31, 2018 , respectively. Substantially all contracts outstanding at June 30, 2019 had delivery dates within one year . The Company has not designated these derivatives as hedging instruments and, accordingly, records changes in their fair values in the Condensed Consolidated Statements of Operations as " Other (expense) income, net ." Unrealized gains and losses on derivative contracts are accounted for as "Operating activities" in the Condensed Consolidated Statements of Cash Flows. Interest Rates During the six months ended June 30, 2019, the Company: • Terminated and settled interest rate swaps previously entered into to effectively fix the floating base rate portion of its interest payments on approximately $1.12 billion of prior U.S. dollar denominated debt and €276 million of prior euro denominated debt at 1.96% and 1.20% , respectively, through June 2020. Upon termination and settlement, the Company received a cash payment of $8.2 million and reclassified $7.1 million of income from "Accumulated other comprehensive loss" to "Other (expense) income, net" in the Condensed Consolidated Statement of Operations. The proceeds are reflected as cash flows from Investing Activities on the Condensed Consolidated Statement of Cash Flows. • Entered into interest rate swaps to effectively fix the floating rate of the interest payments associated with its new $750 million term loan under New Credit Agreement through January 2024. These contracts were designated as a cash flow hedge. All interest payments to be paid during the last two years preceding the maturity date of this new term loan (February 2024 to January 2026) will revert back to a floating rate of interest. The proceeds are reflected as cash flows from Operating Activities on the Condensed Consolidated Statement of Cash Flows. • Entered into cross-currency swaps to effectively convert the new $750 million term loan under the New Credit Agreement, a U.S. dollar denominated debt obligation, into fixed-rate euro-denominated debt. Under these contracts, which expire in January 2024, the Company is obligated to make periodic euro-denominated coupon payments to the hedge counterparties on an aggregate initial notional amount of €662 million , in exchange for periodic U.S. dollar-denominated coupon payments from these hedge counterparties on an aggregate initial notional amount of $750 million . The Company has also designated these contracts as a net investment hedge of the foreign currency exposure of a portion of its net investment in its European operations. The proceeds are reflected as cash flows from Operating Activities on the Condensed Consolidated Statement of Cash Flows. The net result of the above hedges is a fixed interest rate of approximately 2.4% through January 2024. Changes in the fair value of a derivative instrument that is designated as, and meets all the required criteria of, a cash flow hedge are recorded in "Other comprehensive (loss) income" and reclassified from "Accumulated other comprehensive loss" into earnings as the underlying hedged item affects earnings. Amounts reclassified into earnings related to interest rate swaps are included in the Condensed Consolidated Statements of Operations as "Interest expense, net." Changes in the fair value of a derivative instrument that is designated as, and meets all the required criteria of, a net investment hedge are recorded in "Foreign currency translation" in "Accumulated other comprehensive loss" offsetting the translation adjustment attributable to the hedged portion of the Company’s net investment in its European operations. For the three and six months ended June 30, 2019 , the Company's interest rate swaps and cross-currency swaps were deemed highly effective. The Company expects to reclassify $5.1 million of expense from "Accumulated other comprehensive loss" to "Interest expense, net" in the Condensed Consolidated Statements of Operations within the next twelve months. Fair Value Measurements The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis: (dollars in millions) Balance sheet location Classification June 30, December 31, Asset Category Foreign exchange and metals contracts not designated as hedging instruments Other current assets Level 2 $ 0.6 $ 0.9 Interest rate swaps designated as cash flow hedging instruments Other current assets Level 2 — 6.5 Cross currency swaps designated as net investment hedge Other current assets Level 2 18.2 — Interest rate swaps designated as cash flow hedging instruments Other assets Level 2 — 2.6 Available for sale equity securities Other assets Level 1 0.3 0.3 Total $ 19.1 $ 10.3 Liability Category Foreign exchange and metals contracts not designated as hedging instruments Accrued expenses and other liabilities Level 2 $ 2.0 $ 1.2 Interest rate swaps designated as cash flow hedging instruments Accrued expenses and other liabilities Level 2 5.1 0.6 Interest rate swaps designated as cash flow hedging instruments Other liabilities Level 2 22.4 0.3 Cross currency swaps designated as net investment hedge Other liabilities Level 2 18.8 — Long-term contingent consideration Other liabilities Level 3 20.6 57.4 Total $ 68.9 $ 59.5 The following methods and assumptions were used to estimate the fair value of each class of the Company’s financial assets and liabilities: Derivatives - Derivative assets and liabilities include foreign currency, metals, interest rate swaps and cross currency swaps. The values are determined using pricing models based upon observable market inputs, such as market spot and futures prices on over-the-counter derivative instruments, market interest rates, and consideration of counterparty credit risk. Available for sale equity securities - Available for sale equity securities classified as Level 1 assets are measured using quoted market prices at the reporting date multiplied by the quantity held. Long-term contingent consideration - The long-term contingent consideration represented a potential liability of up to $100 million tied to the achievement of certain common stock trading price performance metrics and Adjusted EBITDA targets over a seven -year period ending December 2020 in connection with the MacDermid Acquisition. In the first quarter of 2019, the Company paid $40.0 million of this liability related to the achievement of common stock performance targets, reducing the potential contingent consideration liability to $60.0 million . Of the $40.0 million paid in 2019, $30.9 million was reflected as a cash outflow from Operating Activities and $9.1 million was reflected as a cash outflow from Financing Activities on the Condensed Consolidated Statements of Cash Flows. The amount reflected as Financing Activities represented the initial amount recorded in purchase accounting. • The estimated fair value of the Adjusted EBITDA performance metric is derived using the income approach with unobservable inputs, based on present value and multi-year forecast assumptions, which include a discount rate of 10.50% and probability weighted Adjusted EBITDA assessments of expected future payment values of $0.0 million , $30.0 million and $60.0 million . At June 30, 2019 , based on the most recent multi-year forecast, the Company continues to determine there is a higher probability of achieving the Adjusted EBITDA target that will result in an expected payment of $30.0 million . An increase or a decrease in the probability weighted Adjusted EBITDA assessments of future payment values of 10.0% changes the estimated fair value measure of the performance metric by approximately $2.3 million . Changes in the estimated fair value of the long-term contingent consideration are recorded in the Condensed Consolidated Statements of Operations as "Selling, technical, general and administrative" expenses. There were no significant transfers between the fair value hierarchy levels for the three and six months ended June 30, 2019 . The carrying value and estimated fair value of the Company’s long-term debt totaled $1.52 billion and $1.58 billion , respectively, at June 30, 2019 . At December 31, 2018 , the carrying value and estimated fair value each totaled $5.35 billion . The carrying values noted above include unamortized premiums, discounts and debt issuance costs. The estimated fair value of long-term debt is measured using quoted market prices at the reporting date multiplied by the gross carrying amount of the related debt, which excludes unamortized premiums, discounts and debt issuance costs. Such instruments are valued using Level 2 inputs. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock. The Board has designated 2,000,000 of those shares as "Series A Preferred Stock." At June 30, 2019 and December 31, 2018 , a total of 2,000,000 shares of Series A Preferred Stock were issued and outstanding. Shares of preferred stock have no voting rights, except in respect of any amendment to the Company's Certificate of Incorporation, as amended, that would alter or change their rights or privileges. Each share of Series A Preferred Stock is convertible into one share of the Company's common stock at the option of the holders until December 31, 2020. All outstanding shares of Series A Preferred Stock will be automatically converted into shares of the Company's common stock on a one -for-one basis (i) in the event of a change of control of the Company or (ii) on December 31, 2020 (which may be extended by the Board for three additional years). As holders of the Series A Preferred Stock, the Founder Entities are entitled to receive dividends in the form of shares of the Company's common stock. The dividend amount is calculated based on the appreciated stock price compared to the highest dividend price previously used in calculating the Series A Preferred Stock dividends, which is currently $22.85 per share. Non-Controlling Interest In connection with the MacDermid Acquisition, approximately $97.5 million was raised in new equity consisting of 8,774,527 shares of common stock of PDH. The shares of common stock of PDH were recorded in the Condensed Consolidated Balance Sheets as "Non-controlling interests." On March 29, 2019, the Company completed the merger of PDH with and into Element Solutions, with Element Solutions continuing as the surviving entity. As a result of this merger and without any action on the part of the Retaining Holders, each share of common stock of PDH outstanding at March 29, 2019 was converted into the right to receive one share of the Company's common stock, and all shares of common stock of PDH were subsequently converted. As a result of the merger, there was no allocation of net income to the Retaining Holders for the three months ended June 30, 2019. For the three months ended June 30, 2018 , approximately $0.6 million of net loss had been allocated to the Retaining Holders, as included in the Condensed Consolidated Statements of Operations. For the six months ended June 30, 2019 and 2018 , approximately $0.5 million and $0.6 million , respectively, of net income had been allocated to the Retaining Holders, as included in the Condensed Consolidated Statements of Operations. Repurchases of Common Stock On February 8, 2019, as part of the Company's previously-announced share repurchase program, the Company repurchased 37 million shares of its common stock for a per share purchase price of $11.72 , the last sale price reported for the Company's shares as of the 4 pm close of trading on the NYSE on Friday, February 1, 2019, or an aggregate purchase price of $434 million . These repurchased shares, which represented approximately 13% of the Company's then outstanding common stock, were retired on the repurchase date. The repurchases were funded from cash on hand and borrowings under the New Credit Agreement. During the three months ended June 30, 2019, the Company repurchased approximately 1.2 million shares of its common stock under the share repurchase program for approximately $11.4 million , at an average price of $9.89 per share. The repurchases were allocated to treasury shares and were funded from cash on hand. The remaining authorization under the share repurchase program was approximately $305 million |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | EARNINGS (LOSS) PER SHARE Basic and diluted earnings per share are based on the weighted average number of shares of common stock and potential common stock outstanding during the period. Potential common stock, for purposes of determining diluted earnings per share, assumes the issuance of all potentially dilutive share equivalents using the if-converted or treasury stock method. A computation of earnings (loss) per share from continuing operations and weighted average shares of the Company's common stock outstanding for the three and six months ended June 30, 2019 and 2018 is as follows: Three Months Ended June 30, Six Months Ended June 30, (dollars in millions, except per share amounts) 2019 2018 2019 2018 Net income (loss) from continuing operations $ 14.7 $ (49.6 ) $ 11.2 $ (58.5 ) Net loss (income) attributable to the non-controlling interests — 0.6 (0.6 ) (0.7 ) Net income (loss) from continuing operations attributable to common stockholders $ 14.7 $ (49.0 ) $ 10.6 $ (59.2 ) Basic weighted average common shares outstanding 257.3 288.2 262.7 288.0 Denominator adjustments for diluted EPS: Number of shares issuable upon conversion of founder preferred stock 2.0 — 2.0 — Number of stock options, RSUs and shares issued through ESPP 0.3 — 0.6 — Denominator adjustments for diluted EPS 2.3 — 2.6 — Diluted weighted average common shares outstanding 259.6 288.2 265.3 288.0 Earnings (loss) per share from continuing operations attributable to common stockholders: Basic $ 0.06 $ (0.17 ) $ 0.04 $ (0.21 ) Diluted $ 0.06 $ (0.17 ) $ 0.04 $ (0.21 ) For the three and six months ended June 30, 2019 and 2018 , the following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive or because performance targets were not yet achieved for RSUs contingent upon performance: Three Months Ended June 30, Six Months Ended June 30, (shares in millions) 2019 2018 2019 2018 Shares issuable for the contingent consideration 5.0 7.4 5.1 8.0 Shares issuable upon conversion of Series A Preferred Stock — 2.0 — 2.0 Shares issuable upon vesting of RSUs 0.6 1.5 0.5 1.3 Shares issuable upon conversion of the shares of common stock of PDH — 4.1 — 4.2 Total 5.6 15.0 5.6 15.5 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | LEASES The Company determines if an arrangement is a lease at inception. Right-of-Use (ROU) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company uses its incremental borrowing rate based on the information available at the beginning of each fiscal quarter in determining the present value of future payments as most of its leases do not provide an implicit rate. ROU assets also include any lease payments made and exclude lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. ROU assets, current and non-current lease liabilities are reported as "Other assets," " Accrued expenses and other current liabilities" and "Other liabilities" in the Condensed Consolidated Balance Sheets, respectively. Finance leases are not material and are included in the Condensed Consolidated Balance Sheets as "Property, plant and equipment, net" and "Debt and lease obligations." For the three and six months ended June 30, 2019 , operating lease expense are primarily included in "Selling, technical, general and administrative" in the Condensed Consolidated Statements of Operations and totaled $5.2 million and $10.3 million , respectively. Six Months Ended June 30, (dollars in millions) 2019 Supplemental Cash Flow Information for Operating Leases Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10.4 ROU assets obtained in exchange for operating lease obligations $ 2.5 Weighted average remaining lease term 8 years Weighted average discount rate 5.3% Maturities of lease liabilities by fiscal year for operating leases at June 30, 2019 were as follows: (dollars in millions) Remainder of 2019 $ 9.6 2020 15.2 2021 12.3 2022 10.4 2023 7.2 Thereafter 25.0 Total future minimum lease payments 79.7 Less: imputed interest (15.5 ) Present value of lease liabilities $ 64.2 Minimum future non-cancelable operating lease commitments at December 31, 2018 were as follows: (dollars in millions) 2019 $ 19.2 2020 15.5 2021 11.9 2022 9.7 2023 7.7 Thereafter 27.9 Total $ 91.9 |
Contingencies, Environmental an
Contingencies, Environmental and Legal Matters | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES, ENVIRONMENTAL AND LEGAL MATTERS | CONTINGENCIES, ENVIRONMENTAL AND LEGAL MATTERS Environmental Matters The Company is involved in various claims relating to environmental matters at current and former plants and waste management sites. The Company engages or participates in remedial and other environmental compliance activities at certain of these sites. At other sites, it has been named as a potential responsible party pursuant to the federal Superfund Act and/or state Superfund laws comparable to the federal law for site remediation. The Company analyzes each individual site, considering the number of parties involved, the level of its potential liability or contribution relating to the other parties, the nature and magnitude of the hazardous wastes involved, the method and extent of remediation, the potential insurance coverage, the estimated legal and consulting expense with respect to each site and the time period over which costs are likely to be incurred. Based on this analysis, the Company estimates the clean-up costs and related claims for each site. The estimates are based in part on discussions with other potential responsible parties, governmental agencies and engineering firms. The Company accrues for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current laws and existing technologies. The accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. The Company's environmental liabilities, which are included in the Condensed Consolidated Balance Sheets as "Accrued expenses and other current liabilities" and "Other liabilities," totaled $16.5 million and $18.3 million at June 30, 2019 and December 31, 2018 , respectively, primarily driven by environmental remediation, clean-up costs and monitoring of sites that were either closed or disposed of in prior years. While uncertainty exists with respect to the amount and timing of its ultimate environmental liabilities, the Company does not currently anticipate any material losses in excess of the amount recorded. However, it is possible that new information about the sites, such as results of investigations, could make it necessary for the Company to reassess its potential exposure related to these environmental matters. As of the date of this Quarterly Report, the Company believes it is not possible to develop an estimate of the range of reasonably possible environmental losses in excess of the Company's recorded liabilities and is unable to ascertain the ultimate aggregate amount of monetary liabilities or financial impacts with respect to these matters. Legal Matters From time to time, the Company is involved in various legal proceedings, investigations and/or claims in the normal course of its business. Although it cannot predict with certainty the ultimate resolution of these matters, which involve judgments that are inherently subjective, the Company believes that their resolutions, to the extent not covered by insurance, will not, individually or in the aggregate, have a material adverse effect on its consolidated financial position, results of operations or cash flows. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company's quarterly income tax provision is measured using an estimate of its consolidated annual effective tax rate, adjusted in the current period for discrete income tax items, within the periods presented. The comparison of the Company's income tax provision between periods is significantly impacted by the level and mix of earnings and losses by tax jurisdiction, foreign income tax rate differentials and discrete items. For the three months ended June 30, 2019, the Company recognized an income tax benefit of $6.8 million , as compared to an income tax expense of $30.0 million in the prior year. The tax benefit for the three months ended June 30, 2019 represented a benefit on the Company's pre-tax income based on its estimated full year annual effective tax rate, which includes the negative impact of U.S. global intangible low-taxed income provisions and an accrual of a valuation allowance on interest limitation carryforwards, and a benefit from the release of a valuation allowance in a non-U.S. jurisdiction. The tax provision for the three months ended June 30, 2018 was negatively impacted by the country mix of earnings and the Company's inability to recognize additional deferred tax assets in various jurisdictions related to its current-year operating results, primarily the United States. For the six months ended June 30, 2019, the Company recognized an income tax benefit of $17.2 million , as compared to an income tax expense of $39.9 million in the prior year. The tax benefit for the six months ended June 30, 2019 represented a benefit on the Company's pre-tax loss based on its estimated full year annual effective tax rate, which includes the negative impact of U.S. global intangible low-taxed income provisions, an accrual of a valuation allowance on interest limitation carryforwards and a benefit from the release of a valuation allowance in a non-U.S. jurisdiction. The tax provision for the six months ended June 30, 2018 was negatively impacted by the country mix of earnings and the Company's inability to recognize additional deferred tax assets in various jurisdictions related to its current-year operating results, primarily the United States. As a result of the Arysta Sale, the deferred tax assets, valuation allowance and deferred tax liabilities of discontinued operations of $173 million , $75 million and $450 million , respectively, at December 31, 2018 were written off as part of the sale. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The Company is a party to an Advisory Services Agreement with Mariposa Capital, LLC, an affiliate of one of its founder directors, whereby Mariposa Capital, LLC is entitled to receive an annual fee, which is accrued quarterly and payable in quarterly installments, and reimbursement for expenses. This agreement is automatically renewed for successive one -year terms unless either party notifies the other party in writing of its intention not to renew no later than 90 days prior to the expiration of the applicable term. Effective February 1, 2019, Mariposa Capital, LLC's annual advisory fee was increased from $2.0 million to $3.0 million . This fee is recorded in the Condensed Consolidated Statements of Operations as "Selling, technical, general and administrative" expense. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company's operations are organized into two reportable segments: Electronics and Industrial & Specialty. These segments represent businesses for which separate financial information is utilized by the chief operating decision maker, or CODM, for purposes of allocating resources and evaluating performance. The Company allocates resources and evaluates the performance of its operating segments based primarily on net sales and Adjusted EBITDA. Adjusted EBITDA for each segment is defined as earnings before interest, taxes, depreciation and amortization, as further adjusted for additional items included in GAAP earnings which the Company believes are not considered to be representative or indicative of each of its segments' ongoing business or are considered to be associated with its capital structure. Adjusted EBITDA for each segment also includes an allocation of corporate costs, such as compensation expense and professional fees. Results of Operations The following table summarizes financial information regarding each reportable segment’s results of operations, including disaggregated external net sales by product category: Three Months Ended June 30, Six Months Ended June 30, (dollars in millions) 2019 2018 2019 2018 Net Sales: Electronics Assembly Solutions $ 137.4 $ 149.8 $ 270.4 $ 289.6 Circuitry Solutions 92.2 102.1 183.0 208.1 Semiconductor Solutions 38.3 43.8 80.4 86.0 Total Electronics 267.9 295.7 533.8 583.7 Industrial & Specialty Industrial Solutions 132.5 142.0 270.5 287.5 Graphics Solutions 37.3 40.7 73.0 79.4 Energy Solutions 19.0 23.2 39.2 43.5 Total Industrial & Specialty 188.8 205.9 382.7 410.4 Total net sales $ 456.7 $ 501.6 $ 916.5 $ 994.1 Adjusted EBITDA: Electronics $ 60.4 $ 65.0 $ 116.8 $ 125.1 Industrial & Specialty 40.1 44.4 82.3 88.4 Total Adjusted EBITDA $ 100.5 $ 109.4 $ 199.1 $ 213.5 The following table reconciles " Net income attributable to common stockholders " to Adjusted EBITDA: Three months ended June 30, Six Months Ended June 30, (dollars in millions) 2019 2018 2019 2018 Net income attributable to common stockholders $ 1.5 $ 12.0 $ 24.7 $ 49.3 Add (subtract): Net (loss) income attributable to the non-controlling interests (0.1 ) (0.2 ) 0.6 0.5 Loss (income) from discontinued operations, net of tax 13.3 (61.4 ) (14.1 ) (108.3 ) Income tax (benefit) expense (6.8 ) 30.0 (17.2 ) 39.9 Interest expense, net 18.2 78.3 56.3 155.5 Depreciation expense 10.4 11.2 20.7 22.9 Amortization expense 28.4 28.4 56.8 56.9 EBITDA 64.9 98.3 127.8 216.7 Adjustments to reconcile to Adjusted EBITDA: Restructuring expense 2.8 1.6 4.0 3.3 Integration costs 0.3 3.5 1.7 4.5 Foreign exchange loss (gain) on foreign denominated external and internal long-term debt 28.7 4.6 0.4 (3.1 ) Debt refinancing costs 0.3 — 61.0 — Change in fair value of contingent consideration 0.5 1.0 2.9 1.5 Gain on sale of equity investment — — — (11.3 ) Other, net 3.0 0.4 1.3 1.9 Adjusted EBITDA $ 100.5 $ 109.4 $ 199.1 $ 213.5 |
Background and Basis of Prese_2
Background and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation | The accompanying unaudited Condensed Consolidated Financial Statements include the accounts and transactions of the Company and have been prepared on a basis that is consistent with the accounting principles applied in the Company’s 2018 Annual Report. In the opinion of management, these unaudited Condensed Consolidated Financial Statements reflect all adjustments that are normal, recurring and necessary for a fair statement of the Company's financial position, results of operations and cash flows for interim periods, but are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2019. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and the related notes thereto included in the Company’s 2018 Annual Report. |
Basis of Presentation | The process of preparing the Company’s unaudited Condensed Consolidated Financial Statements requires the use of estimates and judgments that affect the reported amount of assets, liabilities, net sales and expenses. These estimates and judgments are based on historical experience, future expectations and other factors as well as assumptions the Company believes to be reasonable under the circumstances. These estimates and judgments are reviewed on an ongoing basis and revised as necessary. Actual amounts may differ materially from these estimates. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements Leases (Topic 842) - In February 2016, the FASB issued ASU No. 2016-02, “Leases.” This ASU requires lessees to recognize most leases in their balance sheets, but to continue to record expenses on their income statements in a manner similar to current accounting. The ASU is required to be applied to leases in existence as of the date of initial application using a modified retrospective transition approach. The Company adopted the new standard on January 1, 2019. No cumulative-effect adjustment was required to the opening balance of retained earnings on the adoption date. The Company made updates to its systems, policies and internal controls over financial reporting in preparation of adopting the new guidance. Upon the prospective adoption of ASC 842 during the first quarter of 2019, the Company elected the following package of transition practical expedients: • Not to separate non-lease components from lease components and account for them as a single lease component; • Not to reassess arrangements entered into prior to January 1, 2019 for whether an arrangement is or contains a lease, the lease classification applied or to separate initial direct costs; and • To use hindsight in determining the lease term for lease contracts that have historically been renewed or amended. At December 31, 2018, the Company was not a lessor to any significant lease agreements and substantially all of the leases under which the Company was a lessee were classified as operating leases under the existing ASC 840 guidance. As such, consistent with the Company's practical expedient election to not reassess lease classification, substantially all the Company's existing leases will continue to be classified as operating leases under ASC 842. As a lessee, the Company categorizes its operating leases into two general categories: real estate and other. This new standard had no impact on the Company’s Condensed Consolidated Statements of Operations or Cash Flows but its Condensed Consolidated Balance Sheet at June 30, 2019 was impacted by the recognition of right of use (ROU) assets of $64.0 million in "Other Assets" which reflected the present value of remaining operating lease payments under existing lease arrangements, as well as current and non-current lease liabilities of $14.9 million and $49.3 million , reported in "Accrued expenses and other current liabilities" and "Other liabilities," respectively. See Note 11 , Leases , for more information. Derivatives and Hedging (Topic 815) - In August 2017, the FASB issued ASU No. 2017-12, “ Targeted Improvements to Accounting for Hedging Activities.” This ASU improves the financial reporting of hedge relationships by updating hedging designation and measurement guidance. The update also simplifies the application of existing hedge accounting guidance related to assessing hedge effectiveness. The guidance is effective prospectively as of January 1, 2019 and is applied to contracts in existence at the date of adoption. This new guidance did not have a material impact on the Company's unaudited Condensed Consolidated Financial Statements. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operations | The following table details the components comprising net (loss) income from the Company's discontinued operations attributable to common stockholders: Three Months Ended June 30, Six Months Ended June 30, (dollars in millions) 2019 2018 2019 (1) 2018 Net sales $ — $ 520.9 $ 65.3 $ 992.5 Cost of sales — (312.7 ) (45.5 ) (590.7 ) Selling, technical, general and administrative (0.8 ) (135.7 ) (37.4 ) (271.9 ) Research and development — (14.8 ) (4.6 ) (26.9 ) (Loss) gain on Arysta Sale (18.8 ) — 2.5 — Operating (loss) profit (19.6 ) 57.7 (19.7 ) 103.0 Other, net (0.6 ) (40.9 ) 8.7 15.8 (Loss) income from discontinued operations, before income taxes (20.2 ) 16.8 (11.0 ) 118.8 Income tax benefit (expense) 6.9 44.6 25.1 (10.5 ) (Loss) income from discontinued operations, net of tax (13.3 ) 61.4 14.1 108.3 Net loss (income) from discontinued operations attributable to the non-controlling interests 0.1 (0.4 ) — 0.2 Net (loss) income from discontinued operations attributable to common stockholders $ (13.2 ) $ 61.0 $ 14.1 $ 108.5 (1) Includes activity through January 31, 2019, when the Arysta Sale was completed, and certain post-closing adjustments relating to, among other things, cash, indebtedness and working capital as of the closing date. The carrying value of major classes of assets and liabilities related to the Company's discontinued operations were as follows: June 30, December 31, (dollars in millions) 2019 2018 Assets Cash and cash equivalents $ — $ 177.8 Accounts receivable, net — 919.4 Inventories — 369.1 Other current assets 9.6 (1) 155.0 Current assets of discontinued operations $ 9.6 $ 1,621.3 Property, plant and equipment, net $ — $ 172.0 Goodwill — 1,816.9 Intangible assets, net — 1,797.7 Other assets 6.8 (374.2 ) (2) Non-current assets of discontinued operations $ 6.8 $ 3,412.4 Liabilities Accounts payable $ — $ 365.7 Current installments of revolving credit facilities — 52.5 Accrued expenses and other current liabilities 57.9 408.6 Current liabilities of discontinued operations $ 57.9 $ 826.8 Deferred income taxes $ — $ 369.9 Other liabilities — 46.3 Non-current liabilities of discontinued operations $ — $ 416.2 (1) Primarily comprised of a receivable from UPL associated with certain post-closing adjustments. (2) Includes the impairment loss of $450 million on discontinued operations at December 31, 2018 . |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Major components of inventory | The major components of inventory, on a net basis, were as follows: (dollars in millions) June 30, December 31, Finished goods $ 118.0 $ 109.4 Work in process 17.9 15.3 Raw materials and supplies 65.7 63.4 Total inventories $ 201.6 $ 188.1 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Major components of property, plant, and equipment | The major components of property, plant and equipment were as follows: (dollars in millions) June 30, December 31, Land and leasehold improvements $ 67.5 $ 67.8 Buildings and improvements 104.7 101.0 Machinery, equipment, fixtures and software 212.1 207.3 Construction in process 11.7 14.9 Total property, plant and equipment 396.0 391.0 Accumulated depreciation (139.3 ) (124.1 ) Property, plant and equipment, net $ 256.7 $ 266.9 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the carrying amount of goodwill by segment | The changes in the carrying amount of goodwill were as follows: (dollars in millions) Electronics Industrial & Specialty Total Balance at December 31, 2018 (*) $ 1,226.7 $ 955.9 $ 2,182.6 Foreign currency translation (2.4 ) (2.3 ) (4.7 ) Balance at June 30, 2019 (*) $ 1,224.3 $ 953.6 $ 2,177.9 (*) Includes accumulated impairment losses of $46.6 million associated with the Company's Industrial & Specialty segment. |
Schedule of finite-lived intangible assets subject to amortization | Intangible assets subject to amortization were as follows: June 30, 2019 December 31, 2018 (dollars in millions) Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Customer lists $ 925.7 $ (317.3 ) $ 608.4 $ 927.8 $ (283.2 ) $ 644.6 Developed technology 381.5 (175.1 ) 206.4 381.3 (155.6 ) 225.7 Tradenames 50.8 (3.2 ) 47.6 5.9 (1.6 ) 4.3 Non-compete agreements 1.5 (1.4 ) 0.1 1.5 (1.3 ) 0.2 Total $ 1,359.5 $ (497.0 ) $ 862.5 $ 1,316.5 $ (441.7 ) $ 874.8 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt and capital lease obligations | The Company’s debt and finance lease obligations consisted of the following: (dollars in millions) Maturity Date Interest Rate June 30, December 31, USD Term Loans (1) 2026 LIBOR plus 2.25% $ 736.4 $ — Senior Notes - USD 800 million (2) 2025 5.875% 785.8 784.9 Senior Notes - USD 1.10 billion (2) 2022 6.50% — 1,067.1 Senior Notes - EUR 350 million (2) 2023 6.00% — 397.4 First Lien Credit Facility - USD Term Loans (1) 2020 > of 3.50% or LIBOR plus 2.50% — 624.3 First Lien Credit Facility - USD Term Loans (1) 2021 > of 4.00% or LIBOR plus 3.00% — 1,124.7 First Lien Credit Facility - Euro Term Loans (1) 2020 > of 3.25% or EURIBOR plus 2.50% — 666.2 First Lien Credit Facility - Euro Term Loans (1) 2021 > of 3.50% or EURIBOR plus 2.75% — 685.3 Borrowings under the Revolving Credit Facility 2024 LIBOR plus 2.25% 50.0 25.0 Other 0.9 1.1 Total debt and finance lease obligations 1,573.1 5,376.0 Less: current installments of long-term debt and revolving credit facilities 57.8 25.3 Total long-term debt and finance lease obligations $ 1,515.3 $ 5,350.7 (1) Term loans, net of unamortized discounts and debt issuance costs of $9.8 million and $22.4 million at June 30, 2019 and December 31, 2018 , respectively. Weighted average effective interest rate of 2.4% and 4.6% at June 30, 2019 and December 31, 2018 , respectively, including the effects of interest rate swaps and net investment hedges. See Note 8 , Financial Instruments, for further information regarding the Company's interest rate swaps and net investment hedges. (2) Senior notes, net of unamortized premium, discounts and debt issuance costs of $14.2 million and $29.9 million at June 30, 2019 and December 31, 2018 , respectively. Weighted average effective interest rate of 6.2% and 6.5% at June 30, 2019 and December 31, 2018 , respectively. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | Fair Value Measurements The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis: (dollars in millions) Balance sheet location Classification June 30, December 31, Asset Category Foreign exchange and metals contracts not designated as hedging instruments Other current assets Level 2 $ 0.6 $ 0.9 Interest rate swaps designated as cash flow hedging instruments Other current assets Level 2 — 6.5 Cross currency swaps designated as net investment hedge Other current assets Level 2 18.2 — Interest rate swaps designated as cash flow hedging instruments Other assets Level 2 — 2.6 Available for sale equity securities Other assets Level 1 0.3 0.3 Total $ 19.1 $ 10.3 Liability Category Foreign exchange and metals contracts not designated as hedging instruments Accrued expenses and other liabilities Level 2 $ 2.0 $ 1.2 Interest rate swaps designated as cash flow hedging instruments Accrued expenses and other liabilities Level 2 5.1 0.6 Interest rate swaps designated as cash flow hedging instruments Other liabilities Level 2 22.4 0.3 Cross currency swaps designated as net investment hedge Other liabilities Level 2 18.8 — Long-term contingent consideration Other liabilities Level 3 20.6 57.4 Total $ 68.9 $ 59.5 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings per share | A computation of earnings (loss) per share from continuing operations and weighted average shares of the Company's common stock outstanding for the three and six months ended June 30, 2019 and 2018 is as follows: Three Months Ended June 30, Six Months Ended June 30, (dollars in millions, except per share amounts) 2019 2018 2019 2018 Net income (loss) from continuing operations $ 14.7 $ (49.6 ) $ 11.2 $ (58.5 ) Net loss (income) attributable to the non-controlling interests — 0.6 (0.6 ) (0.7 ) Net income (loss) from continuing operations attributable to common stockholders $ 14.7 $ (49.0 ) $ 10.6 $ (59.2 ) Basic weighted average common shares outstanding 257.3 288.2 262.7 288.0 Denominator adjustments for diluted EPS: Number of shares issuable upon conversion of founder preferred stock 2.0 — 2.0 — Number of stock options, RSUs and shares issued through ESPP 0.3 — 0.6 — Denominator adjustments for diluted EPS 2.3 — 2.6 — Diluted weighted average common shares outstanding 259.6 288.2 265.3 288.0 Earnings (loss) per share from continuing operations attributable to common stockholders: Basic $ 0.06 $ (0.17 ) $ 0.04 $ (0.21 ) Diluted $ 0.06 $ (0.17 ) $ 0.04 $ (0.21 ) |
Summary of securities excluded from computation of earnings per share | For the three and six months ended June 30, 2019 and 2018 , the following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive or because performance targets were not yet achieved for RSUs contingent upon performance: Three Months Ended June 30, Six Months Ended June 30, (shares in millions) 2019 2018 2019 2018 Shares issuable for the contingent consideration 5.0 7.4 5.1 8.0 Shares issuable upon conversion of Series A Preferred Stock — 2.0 — 2.0 Shares issuable upon vesting of RSUs 0.6 1.5 0.5 1.3 Shares issuable upon conversion of the shares of common stock of PDH — 4.1 — 4.2 Total 5.6 15.0 5.6 15.5 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Operating Lease Cash Flows Disclosure | Six Months Ended June 30, (dollars in millions) 2019 Supplemental Cash Flow Information for Operating Leases Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10.4 ROU assets obtained in exchange for operating lease obligations $ 2.5 Weighted average remaining lease term 8 years Weighted average discount rate 5.3% |
Operating Lease Maturity Schedule | Maturities of lease liabilities by fiscal year for operating leases at June 30, 2019 were as follows: (dollars in millions) Remainder of 2019 $ 9.6 2020 15.2 2021 12.3 2022 10.4 2023 7.2 Thereafter 25.0 Total future minimum lease payments 79.7 Less: imputed interest (15.5 ) Present value of lease liabilities $ 64.2 |
Summary of Minimum Non-Cancelable Operating Lease Commitments | Minimum future non-cancelable operating lease commitments at December 31, 2018 were as follows: (dollars in millions) 2019 $ 19.2 2020 15.5 2021 11.9 2022 9.7 2023 7.7 Thereafter 27.9 Total $ 91.9 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Summary of segment's results of operations | The following table summarizes financial information regarding each reportable segment’s results of operations, including disaggregated external net sales by product category: Three Months Ended June 30, Six Months Ended June 30, (dollars in millions) 2019 2018 2019 2018 Net Sales: Electronics Assembly Solutions $ 137.4 $ 149.8 $ 270.4 $ 289.6 Circuitry Solutions 92.2 102.1 183.0 208.1 Semiconductor Solutions 38.3 43.8 80.4 86.0 Total Electronics 267.9 295.7 533.8 583.7 Industrial & Specialty Industrial Solutions 132.5 142.0 270.5 287.5 Graphics Solutions 37.3 40.7 73.0 79.4 Energy Solutions 19.0 23.2 39.2 43.5 Total Industrial & Specialty 188.8 205.9 382.7 410.4 Total net sales $ 456.7 $ 501.6 $ 916.5 $ 994.1 Adjusted EBITDA: Electronics $ 60.4 $ 65.0 $ 116.8 $ 125.1 Industrial & Specialty 40.1 44.4 82.3 88.4 Total Adjusted EBITDA $ 100.5 $ 109.4 $ 199.1 $ 213.5 The following table reconciles " Net income attributable to common stockholders " to Adjusted EBITDA: Three months ended June 30, Six Months Ended June 30, (dollars in millions) 2019 2018 2019 2018 Net income attributable to common stockholders $ 1.5 $ 12.0 $ 24.7 $ 49.3 Add (subtract): Net (loss) income attributable to the non-controlling interests (0.1 ) (0.2 ) 0.6 0.5 Loss (income) from discontinued operations, net of tax 13.3 (61.4 ) (14.1 ) (108.3 ) Income tax (benefit) expense (6.8 ) 30.0 (17.2 ) 39.9 Interest expense, net 18.2 78.3 56.3 155.5 Depreciation expense 10.4 11.2 20.7 22.9 Amortization expense 28.4 28.4 56.8 56.9 EBITDA 64.9 98.3 127.8 216.7 Adjustments to reconcile to Adjusted EBITDA: Restructuring expense 2.8 1.6 4.0 3.3 Integration costs 0.3 3.5 1.7 4.5 Foreign exchange loss (gain) on foreign denominated external and internal long-term debt 28.7 4.6 0.4 (3.1 ) Debt refinancing costs 0.3 — 61.0 — Change in fair value of contingent consideration 0.5 1.0 2.9 1.5 Gain on sale of equity investment — — — (11.3 ) Other, net 3.0 0.4 1.3 1.9 Adjusted EBITDA $ 100.5 $ 109.4 $ 199.1 $ 213.5 |
Background and Basis of Prese_3
Background and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Common stock par value (in dollars per share) | $ 0.01 | ||
Senior Notes | USD Senior Notes, Due 2025 | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Stated interest rate (percent) | 5.875% | 5.875% | |
Discontinued Operations, Disposed of by Sale | Arysta | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from the sale of business | $ 4,280 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) $ in Millions | Jun. 30, 2019USD ($) |
Accounting Policies [Abstract] | |
Right-of-use assets | $ 64 |
Current portion of operating lease liabilities | 14.9 |
Operating lease liabilities | $ 49.3 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - Arysta - Discontinued Operations, Disposed of by Sale - USD ($) $ in Millions | Jan. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Jul. 20, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Percent of issued and outstanding common stock | 100.00% | |||||||
Proceeds from the sale of business | $ 4,280 | |||||||
Gain (loss) on Arysta Sale, included in discontinued operations | $ (18.8) | $ 0 | $ 2.5 | $ 0 | $ (448) | |||
Estimated impairment loss | $ 450 |
Discontinued Operations - Compo
Discontinued Operations - Components Comprising Net Income (Loss) from Discontinued Operations, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
(Loss) income from discontinued operations, net of tax | $ (13.3) | $ 61.4 | $ 14.1 | $ 108.3 | |
Arysta | Discontinued Operations, Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net sales | 0 | 520.9 | 65.3 | 992.5 | |
Cost of sales | 0 | (312.7) | (45.5) | (590.7) | |
Selling, technical, general and administrative | (0.8) | (135.7) | (37.4) | (271.9) | |
Research and development | 0 | (14.8) | (4.6) | (26.9) | |
(Loss) gain on Arysta Sale | (18.8) | 0 | 2.5 | 0 | $ (448) |
Operating (loss) profit | (19.6) | 57.7 | (19.7) | 103 | |
Other, net | (0.6) | (40.9) | 8.7 | 15.8 | |
(Loss) income from discontinued operations, before income taxes | (20.2) | 16.8 | (11) | 118.8 | |
Income tax benefit (expense) | 6.9 | 44.6 | 25.1 | (10.5) | |
(Loss) income from discontinued operations, net of tax | (13.3) | 61.4 | 14.1 | 108.3 | |
Net loss (income) from discontinued operations attributable to the non-controlling interests | 0.1 | (0.4) | 0 | 0.2 | |
Net (loss) income from discontinued operations attributable to common stockholders | $ (13.2) | $ 61 | $ 14.1 | $ 108.5 |
Discontinued Operations - Carry
Discontinued Operations - Carrying Value of Major Classes of Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Jun. 30, 2019 | |
Assets | ||
Current assets of discontinued operations | $ 1,621.3 | $ 9.6 |
Non-current assets of discontinued operations | 3,412.4 | 6.8 |
Liabilities | ||
Current liabilities of discontinued operations | 826.8 | 57.9 |
Non-current liabilities of discontinued operations | 416.2 | 0 |
Arysta | Discontinued Operations, Disposed of by Sale | ||
Assets | ||
Cash and cash equivalents | 177.8 | 0 |
Accounts receivable, net | 919.4 | 0 |
Inventories | 369.1 | 0 |
Other current assets | 155 | 9.6 |
Current assets of discontinued operations | 1,621.3 | 9.6 |
Property, plant and equipment, net | 172 | 0 |
Goodwill | 1,816.9 | 0 |
Intangible assets, net | 1,797.7 | 0 |
Other assets | (374.2) | 6.8 |
Non-current assets of discontinued operations | 3,412.4 | 6.8 |
Liabilities | ||
Accounts payable | 365.7 | 0 |
Current installments of revolving credit facilities | 52.5 | 0 |
Accrued expenses and other current liabilities | 408.6 | 57.9 |
Current liabilities of discontinued operations | 826.8 | 57.9 |
Deferred income taxes | 369.9 | 0 |
Other liabilities | 46.3 | 0 |
Non-current liabilities of discontinued operations | 416.2 | $ 0 |
Estimated impairment loss | $ 450 |
Inventories - Major Components
Inventories - Major Components of Inventory (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 118 | $ 109.4 |
Work in process | 17.9 | 15.3 |
Raw materials and supplies | 65.7 | 63.4 |
Total inventory, net | $ 201.6 | $ 188.1 |
Property, Plant and Equipment -
Property, Plant and Equipment - Major Components of Property, Plant, and Equipment (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment | ||
Total property, plant and equipment | $ 396 | $ 391 |
Accumulated depreciation | (139.3) | (124.1) |
Property, plant and equipment, net | 256.7 | 266.9 |
Land and leasehold improvements | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | 67.5 | 67.8 |
Buildings and improvements | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | 104.7 | 101 |
Machinery, equipment, fixtures and software | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | 212.1 | 207.3 |
Construction in process | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | $ 11.7 | $ 14.9 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 10.4 | $ 11.2 | $ 20.7 | $ 22.9 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill by Segment (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Goodwill | |
Beginning balance | $ 2,182.6 |
Foreign currency translation and other | (4.7) |
Ending balance | 2,177.9 |
Electronics | |
Goodwill | |
Beginning balance | 1,226.7 |
Foreign currency translation and other | (2.4) |
Ending balance | 1,224.3 |
Industrial & Specialty | |
Goodwill | |
Beginning balance | 955.9 |
Foreign currency translation and other | (2.3) |
Ending balance | $ 953.6 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Indefinite-lived Intangible Assets | |||||
Accumulated goodwill impairment losses | $ 46.6 | $ 46.6 | $ 46.6 | ||
Amortization of expense of intangible assets | 28.4 | 56.8 | $ 56.9 | ||
Tradenames | |||||
Indefinite-lived Intangible Assets | |||||
Finite lived intangible asset useful life | 15 years | ||||
Tradenames | |||||
Indefinite-lived Intangible Assets | |||||
Indefinite lived intangible assets | $ 105 | $ 105 | $ 150 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | $ 1,359.5 | $ 1,316.5 |
Accumulated Amortization | (497) | (441.7) |
Net Book Value | 862.5 | 874.8 |
Customer lists | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 925.7 | 927.8 |
Accumulated Amortization | (317.3) | (283.2) |
Net Book Value | 608.4 | 644.6 |
Developed technology | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 381.5 | 381.3 |
Accumulated Amortization | (175.1) | (155.6) |
Net Book Value | 206.4 | 225.7 |
Tradenames | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 50.8 | 5.9 |
Accumulated Amortization | (3.2) | (1.6) |
Net Book Value | 47.6 | 4.3 |
Non-compete agreements | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 1.5 | 1.5 |
Accumulated Amortization | (1.4) | (1.3) |
Net Book Value | $ 0.1 | $ 0.2 |
Debt - Summary of Debt and Capi
Debt - Summary of Debt and Capital Leases Outstanding (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument | |||
Spread on variable rate (as a percent) | 2.25% | ||
Total debt and finance lease obligations | $ 1,573,100,000 | $ 5,376,000,000 | |
Less: current installments of long-term debt and revolving credit facilities | 57,800,000 | 25,300,000 | |
Total long-term debt and finance lease obligations | 1,515,300,000 | 5,350,700,000 | |
Domestic Line of Credit | First Lien Credit Facility - U.S. Dollar Term Loans, due 2026 | |||
Debt Instrument | |||
Total debt and finance lease obligations | $ 736,400,000 | 0 | |
Debt face amount | $ 750,000,000 | ||
Domestic Line of Credit | First Lien Credit Facility - USD Term Loans Due 2020, Interest Rate Greater of 3.50% or LIBOR plus 2.50% | |||
Debt Instrument | |||
Stated interest rate (percent) | 3.50% | ||
Total debt and finance lease obligations | $ 0 | 624,300,000 | |
Domestic Line of Credit | First Lien Credit Facility - USD Term Loans Due 2020, Interest Rate Greater of 3.50% or LIBOR plus 2.50% | LIBOR | |||
Debt Instrument | |||
Spread on variable rate (as a percent) | 2.50% | ||
Domestic Line of Credit | First Lien Credit Facility - U.S. Dollar Term Loans, due 2021, 4.00% or LIBOR Plus 3.00% | |||
Debt Instrument | |||
Stated interest rate (percent) | 4.00% | ||
Total debt and finance lease obligations | $ 0 | 1,124,700,000 | |
Domestic Line of Credit | First Lien Credit Facility - U.S. Dollar Term Loans, due 2021, 4.00% or LIBOR Plus 3.00% | LIBOR | |||
Debt Instrument | |||
Spread on variable rate (as a percent) | 3.00% | ||
Senior Notes | |||
Debt Instrument | |||
Unamortized discount (premium) and debt issuance costs, net | $ 14,200,000 | $ 29,900,000 | |
Effective interest rate (percent) | 6.20% | 6.50% | |
Senior Notes | USD Senior Notes, Due 2025 | |||
Debt Instrument | |||
Stated interest rate (percent) | 5.875% | 5.875% | |
Total debt and finance lease obligations | $ 785,800,000 | $ 784,900,000 | |
Debt face amount | $ 800,000,000 | ||
Senior Notes | USD Senior Notes, due 2022 | |||
Debt Instrument | |||
Stated interest rate (percent) | 6.50% | ||
Total debt and finance lease obligations | $ 0 | 1,067,100,000 | |
Debt face amount | $ 1,100,000,000 | ||
Senior Notes | EUR Senior Notes, due 2023 | |||
Debt Instrument | |||
Stated interest rate (percent) | 6.00% | ||
Total debt and finance lease obligations | $ 0 | 397,400,000 | |
Debt face amount | $ 350,000,000 | ||
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans Due 2020, Interest Rate Greater of 3.25% or EURIBOR plus 2.50% | |||
Debt Instrument | |||
Stated interest rate (percent) | 3.25% | ||
Total debt and finance lease obligations | $ 0 | 666,200,000 | |
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans Due 2020, Interest Rate Greater of 3.25% or EURIBOR plus 2.50% | EURIBOR | |||
Debt Instrument | |||
Spread on variable rate (as a percent) | 2.50% | ||
Foreign Line of Credit | First Lien Credit Facility - EURO Term Loans, due 2021, 3.5% or EURIBOR Plus 2.75% | |||
Debt Instrument | |||
Stated interest rate (percent) | 3.50% | ||
Total debt and finance lease obligations | $ 0 | 685,300,000 | |
Foreign Line of Credit | First Lien Credit Facility - EURO Term Loans, due 2021, 3.5% or EURIBOR Plus 2.75% | EURIBOR | |||
Debt Instrument | |||
Spread on variable rate (as a percent) | 2.75% | ||
Line of Credit | Revolving Credit Facility | |||
Debt Instrument | |||
Total debt and finance lease obligations | $ 50,000,000 | 25,000,000 | |
Line of Credit | Revolving Credit Facility | LIBOR | |||
Debt Instrument | |||
Spread on variable rate (as a percent) | 2.25% | ||
Line of Credit | First Lien Credit Facility Term Loans | |||
Debt Instrument | |||
Unamortized discount (premium) and debt issuance costs, net | $ 9,800,000 | $ 22,400,000 | |
Effective interest rate (percent) | 2.40% | 4.60% | |
Other | |||
Debt Instrument | |||
Total debt and finance lease obligations | $ 900,000 | $ 1,100,000 |
Debt - New Credit Agreement (De
Debt - New Credit Agreement (Details) - USD ($) | Jan. 31, 2019 | Jun. 30, 2019 |
Line of Credit Facility | ||
Write off debt issuance cost and premium | $ 22,900,000 | |
Spread on variable rate (as a percent) | 2.25% | |
Domestic Line of Credit | Notes maturing 2026 | ||
Line of Credit Facility | ||
Debt face amount | 750,000,000 | |
Revolving Credit Facility | ||
Line of Credit Facility | ||
Maximum capacity | $ 1,080,000,000 | |
Commitment fee percentage | 0.50% | |
Commitment fee step down percentage (as a percent) | 0.375% | |
Revolving Credit Facility | Base Rate | ||
Line of Credit Facility | ||
Spread on variable rate (as a percent) | 1.25% | |
Revolving Credit Facility | Eurocurrency Rate | ||
Line of Credit Facility | ||
Spread on variable rate (as a percent) | 2.25% | |
Revolving Credit Facility | Line of Credit | ||
Line of Credit Facility | ||
Maximum capacity | $ 330,000,000 | |
Letter of Credit | ||
Line of Credit Facility | ||
Maximum capacity | $ 100,000,000 |
Debt - Covenants, Events of Def
Debt - Covenants, Events of Default and Provisions (Details) - Revolving Credit Facility | Jan. 31, 2019 | Jun. 30, 2019USD ($) |
Debt Instrument | ||
Covenant, outstanding borrowings leverage threshold (percent) | 30.00% | |
First lien net leverage ratio | 5 | |
Line of credit current borrowing capacity | $ 275,000,000 |
Debt - Senior Notes (Details)
Debt - Senior Notes (Details) - USD ($) $ in Millions | Feb. 01, 2019 | Jan. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Debt Instrument | |||||
Payments of call premiums | $ 39.5 | $ 1 | |||
Write off debt issuance cost and premium | $ 22.9 | ||||
Senior Notes | USD Senior Notes, Due 2025 | |||||
Debt Instrument | |||||
Debt extinguishment cost | $ 44 | ||||
Payments of call premiums | 29.5 | ||||
Write off debt issuance cost and premium | $ 14.5 | ||||
Stated interest rate (percent) | 5.875% | 5.875% |
Debt - Lines of Credit and Othe
Debt - Lines of Credit and Other Debt Facilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Debt Instrument | ||
Debt and capital lease obligations | $ 1,573,100,000 | $ 5,376,000,000 |
Revolving Credit Facility | ||
Debt Instrument | ||
Reduction in borrowings | 4,800,000 | 9,700,000 |
Line of Credit | ||
Debt Instrument | ||
Outstanding letters of credit | 5,100,000 | 10,200,000 |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument | ||
Debt and capital lease obligations | 50,000,000 | 25,000,000 |
Line of Credit | Lines of Credit and Revolving Lines of Credit | ||
Debt Instrument | ||
Debt and capital lease obligations | 50,000,000 | $ 25,000,000 |
Remaining borrowing capacity | $ 303,000,000 |
Financial Instruments - Derivat
Financial Instruments - Derivatives and Hedging (Details) € in Millions | 6 Months Ended | ||||
Jun. 30, 2019USD ($) | Jun. 30, 2019EUR (€) | Jan. 31, 2019USD ($) | Jan. 31, 2019EUR (€) | Dec. 31, 2018USD ($) | |
Derivative Instruments, Gain (Loss) | |||||
Gain (loss) to be reclassified during next 12 months | $ 5,100,000 | ||||
Domestic Line of Credit | First Lien Credit Facility - U.S. Dollar Term Loans, due 2026 | |||||
Derivative Instruments, Gain (Loss) | |||||
Debt face amount | $ 750,000,000 | ||||
Foreign Exchange Forward | |||||
Derivative Instruments, Gain (Loss) | |||||
Derivative notional amount | $ 39,500,000 | $ 28,900,000 | |||
Derivative remaining maturity | 1 year | ||||
Interest rate swaps | |||||
Derivative Instruments, Gain (Loss) | |||||
Proceeds from settlement of derivatives | $ 8,200,000 | ||||
Amount reclassified from AOCI to income during the period | 7,100,000 | ||||
Interest rate swaps | Notes Payable to Banks | USD Notes | |||||
Derivative Instruments, Gain (Loss) | |||||
Derivative notional amount | $ 1,120,000,000 | ||||
Interest rate swap rate (as a percent) | 1.96% | 1.96% | |||
Interest rate swaps | Notes Payable to Banks | Euro Notes | |||||
Derivative Instruments, Gain (Loss) | |||||
Derivative notional amount | € | € 276 | ||||
Interest rate swap rate (as a percent) | 1.20% | 1.20% | |||
Interest rate swaps | Medium-term Notes | Euro Notes | |||||
Derivative Instruments, Gain (Loss) | |||||
Derivative notional amount | € | € 662 | ||||
Interest rate swap rate (as a percent) | 2.40% | 2.40% | |||
Not Designated as Hedging Instrument | Foreign Exchange Forward | |||||
Derivative Instruments, Gain (Loss) | |||||
Derivative notional amount | $ 148,800,000 | $ 102,000,000 | |||
Derivative remaining maturity | 1 year |
Financial Instruments - Assets
Financial Instruments - Assets and Liabilities Measured at Fair Value (Details) - Recurring - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Asset Category | ||
Total | $ 19.1 | $ 10.3 |
Liability Category | ||
Total | 68.9 | 59.5 |
Other current assets | Level 2 | Foreign exchange and metals contracts not designated as hedging instruments | Not Designated as Hedging Instrument | ||
Asset Category | ||
Derivative asset | 0.6 | 0.9 |
Other current assets | Level 2 | Interest rate swaps designated as cash flow hedging instruments | Designated as Hedging Instrument | ||
Asset Category | ||
Derivative asset | 0 | 6.5 |
Other current assets | Level 2 | Cross currency swaps designated as net investment hedge | Designated as Hedging Instrument | ||
Asset Category | ||
Derivative asset | 18.2 | 0 |
Other assets | Level 2 | Designated as Hedging Instrument | ||
Asset Category | ||
Derivative asset | 0 | 2.6 |
Other assets | Level 1 | ||
Asset Category | ||
Available for sale equity securities | 0.3 | 0.3 |
Accrued expenses and other liabilities | Level 2 | Foreign exchange and metals contracts not designated as hedging instruments | Not Designated as Hedging Instrument | ||
Liability Category | ||
Derivatives | 2 | 1.2 |
Accrued expenses and other liabilities | Level 2 | Interest rate swaps designated as cash flow hedging instruments | Designated as Hedging Instrument | ||
Liability Category | ||
Derivatives | 5.1 | 0.6 |
Other liabilities | Level 2 | Interest rate swaps designated as cash flow hedging instruments | Designated as Hedging Instrument | ||
Liability Category | ||
Derivatives | 22.4 | 0.3 |
Other liabilities | Level 2 | Cross currency swaps designated as net investment hedge | Designated as Hedging Instrument | ||
Liability Category | ||
Derivatives | 18.8 | 0 |
Other liabilities | Level 3 | ||
Liability Category | ||
Long-term contingent consideration | $ 20.6 | $ 57.4 |
Financial Instruments - Fair Va
Financial Instruments - Fair Value Measurements, Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Payment of contingent consideration | $ (500,000) | $ (1,000,000) | $ (2,900,000) | $ (1,500,000) | |
EBITDA metric, measurement component change affected by change in discount rate | 2,300,000 | ||||
Carrying Value | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term debt, fair value | 1,520,000,000 | 1,520,000,000 | $ 5,350,000,000 | ||
Estimated Fair Value | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term debt, fair value | 1,580,000,000 | $ 1,580,000,000 | |||
Contingent Consideration, Adjusted EBITDA Performance Metric | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Percentage change in rate affecting component measurement (as a percent) | 10.00% | ||||
Mac Dermid | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term contingent consideration (up to) | 100,000,000 | $ 100,000,000 | |||
Price performance metrics period | 7 years | ||||
Long-term contingent consideration | $ 60,000,000 | 60,000,000 | |||
Mac Dermid | Contingent Consideration, Common Stock Performance Target | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Payment of contingent consideration | 40,000,000 | ||||
Payment of contingent consideration, operating | 30,900,000 | ||||
Payment of contingent consideration, financing | 9,100,000 | ||||
Mac Dermid | Contingent Consideration, Adjusted EBITDA Performance Metric | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Expected future value of payments, target 1 | 0 | ||||
Expected future value of payments, target 2 | 30,000,000 | ||||
Expected future value of payments, target 3 | $ 60,000,000 | ||||
Mac Dermid | Contingent Consideration, Adjusted EBITDA Performance Metric | Discount Rate | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
EBITDA related earnout include a discount rate (as a percent) | 0.1050 | 0.1050 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) | 6 Months Ended | |
Jun. 30, 2019$ / sharesshares | Dec. 31, 2018shares | |
Class of Stock | ||
Number of preferred shares authorized in amendment (in shares) | 5,000,000 | |
Series A Preferred Stock | ||
Class of Stock | ||
Number of preferred shares authorized in amendment (in shares) | 2,000,000 | |
Preferred stock issued (in shares) | 2,000,000 | 2,000,000 |
Preferred stock outstanding (in shares) | 2,000,000 | 2,000,000 |
Dividend price (in dollars per share) | $ / shares | $ 22.85 | |
Series A Preferred Stock | Founders Entities | ||
Class of Stock | ||
Convertible preferred stock conversion ratio | 1 | |
Extension period for conversion | 3 years |
Stockholders' Equity - Non-Cont
Stockholders' Equity - Non-Controlling Interest (Details) - USD ($) $ in Millions | Oct. 31, 2013 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 29, 2019 |
Mac Dermid | |||||
Class of Stock | |||||
Equity instruments | $ 97.5 | ||||
Net income (loss) allocated to Retaining Holders | $ (0.6) | $ 0.5 | $ 0.6 | ||
Mac Dermid | PDH | |||||
Class of Stock | |||||
Total number of shares of common stock originally issuable upon the exchange of PDH common stock pursuant to the RHSA (in shares) | 8,774,527 | ||||
PDH | |||||
Class of Stock | |||||
Common stock issued in connection with exchange of PDH common stock (in shares) | 1 |
Stockholders' Equity - Repurcha
Stockholders' Equity - Repurchases of Common Stock (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Feb. 08, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 |
Class of Stock | ||||
Payment for shares acquired | $ 434 | $ 445.1 | $ 0 | |
Percentage of outstanding shares (percent) | 13.00% | |||
Common Stock | ||||
Class of Stock | ||||
Treasury shares acquired (in shares) | 37 | 1.2 | ||
Treasury stock price (usd per share) | $ 11.72 | $ 9.89 | ||
Payment for shares acquired | $ 11.4 | |||
Remaining shares authorized for repurchase | $ 305 | $ 305 |
Earnings (Loss) Per Share - Com
Earnings (Loss) Per Share - Computation of Weighted Average Shares Outstanding (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) from continuing operations | $ 14.7 | $ (49.6) | $ 11.2 | $ (58.5) |
Net loss (income) attributable to the non-controlling interests | 0 | 0.6 | (0.6) | (0.7) |
Net income (loss) from continuing operations attributable to common stockholders | $ 14.7 | $ (49) | $ 10.6 | $ (59.2) |
Basic weighted average common shares outstanding (in shares) | 257.3 | 288.2 | 262.7 | 288 |
Number of shares issuable upon conversion of founder preferred stock (shares) | 2 | 0 | 2 | 0 |
Number of stock options, RSUs and shares issued through ESPP (shares) | 0.3 | 0 | 0.6 | 0 |
Denominator adjustments for diluted EPS (in shares) | 2.3 | 0 | 2.6 | 0 |
Diluted weighted average common shares outstanding (in shares) | 259.6 | 288.2 | 265.3 | 288 |
Earnings (loss) per share from continuing operations attributable to common stockholders: | ||||
Basic (in dollars per share) | $ 0.06 | $ (0.17) | $ 0.04 | $ (0.21) |
Diluted (in dollars per share) | $ 0.06 | $ (0.17) | $ 0.04 | $ (0.21) |
Earnings (Loss) Per Share - Ant
Earnings (Loss) Per Share - Anti-dilutive Securities (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 5.6 | 15 | 5.6 | 15.5 |
Shares issuable for the contingent consideration | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 5 | 7.4 | 5.1 | 8 |
Shares issuable upon conversion of Series A Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 0 | 2 | 0 | 2 |
Shares issuable upon vesting of RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 0.6 | 1.5 | 0.5 | 1.3 |
Shares issuable upon conversion of the shares of common stock of PDH | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 0 | 4.1 | 0 | 4.2 |
Leases - Narratives (Details)
Leases - Narratives (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Leases [Abstract] | ||
Operating lease expense | $ 5.2 | $ 10.3 |
Leases - Cash Flows and Additio
Leases - Cash Flows and Additional Details (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Supplemental Cash Flow Information for Operating Leases | |
Operating cash flows from operating leases | $ 10.4 |
ROU assets obtained in exchange for operating lease obligations | $ 2.5 |
Weighted average remaining lease term | 8 years |
Weighted average discount rate (percent) | 5.30% |
Leases - Maturity Schedule (Det
Leases - Maturity Schedule (Details) $ in Millions | Jun. 30, 2019USD ($) |
June 30, 2019 | |
Remainder of 2019 | $ 9.6 |
2020 | 15.2 |
2021 | 12.3 |
2022 | 10.4 |
2023 | 7.2 |
Thereafter | 25 |
Total future minimum lease payments | 79.7 |
Less: imputed interest | (15.5) |
Present value of lease liabilities | $ 64.2 |
Leases - Summary of Minimum Non
Leases - Summary of Minimum Non-Cancelable Operating Lease Commitments (Details) $ in Millions | Dec. 31, 2018USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity | |
2019 | $ 19.2 |
2020 | 15.5 |
2021 | 11.9 |
2022 | 9.7 |
2023 | 7.7 |
Thereafter | 27.9 |
Total | $ 91.9 |
Contingencies, Environmental _2
Contingencies, Environmental and Legal Matters (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
Reserves for environmental matters | $ 16.5 | $ 18.3 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Income Tax Contingency | |||||
Income tax (benefit) expense | $ (6.8) | $ 30 | $ (17.2) | $ 39.9 | |
Arysta | Discontinued Operations, Disposed of by Sale | |||||
Income Tax Contingency | |||||
Decrease in deferred tax asset | $ 173 | ||||
Decrease in deferred tax asset valuation allowance | 75 | ||||
Decrease in deferred tax liability | $ 450 |
Related Party Transactions (Det
Related Party Transactions (Details) - Mariposa Capital - USD ($) $ in Millions | Feb. 01, 2019 | Jan. 31, 2019 | Jun. 30, 2019 |
Related Party Transaction | |||
Automatic renewal period | 1 year | ||
Agreement renewal period | 90 days | ||
Annual Fees | |||
Related Party Transaction | |||
Annual fee | $ 3 | $ 2 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2019segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Financial
Segment Information - Financial Information by Reportable Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 456.7 | $ 501.6 | $ 916.5 | $ 994.1 |
Adjusted EBITDA | 100.5 | 109.4 | 199.1 | 213.5 |
Electronics | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 267.9 | 295.7 | 533.8 | 583.7 |
Adjusted EBITDA | 60.4 | 65 | 116.8 | 125.1 |
Electronics | Assembly Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 137.4 | 149.8 | 270.4 | 289.6 |
Electronics | Circuitry Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 92.2 | 102.1 | 183 | 208.1 |
Electronics | Semiconductor Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 38.3 | 43.8 | 80.4 | 86 |
Industrial & Specialty | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 188.8 | 205.9 | 382.7 | 410.4 |
Adjusted EBITDA | 40.1 | 44.4 | 82.3 | 88.4 |
Industrial & Specialty | Industrial Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 132.5 | 142 | 270.5 | 287.5 |
Industrial & Specialty | Graphics Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 37.3 | 40.7 | 73 | 79.4 |
Industrial & Specialty | Energy Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 19 | $ 23.2 | $ 39.2 | $ 43.5 |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted EBITDA to Net Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting [Abstract] | ||||
Net income attributable to common stockholders | $ 1.5 | $ 12 | $ 24.7 | $ 49.3 |
Net (loss) income attributable to the non-controlling interests | (0.1) | (0.2) | 0.6 | 0.5 |
Loss (income) from discontinued operations, net of tax | 13.3 | (61.4) | (14.1) | (108.3) |
Income tax (benefit) expense | (6.8) | 30 | (17.2) | 39.9 |
Interest expense, net | 18.2 | 78.3 | 56.3 | 155.5 |
Depreciation expense | 10.4 | 11.2 | 20.7 | 22.9 |
Amortization expense | 28.4 | 28.4 | 56.8 | 56.9 |
EBITDA | 64.9 | 98.3 | 127.8 | 216.7 |
Adjustments to reconcile to Adjusted EBITDA: | ||||
Restructuring expense | 2.8 | 1.6 | 4 | 3.3 |
Integration costs | 0.3 | 3.5 | 1.7 | 4.5 |
Foreign exchange loss (gain) on foreign denominated external and internal long-term debt | 28.7 | 4.6 | 0.4 | (3.1) |
Debt refinancing costs | 0.3 | 0 | 61 | 0 |
Change in fair value of contingent consideration | 0.5 | 1 | 2.9 | 1.5 |
Gain on sale of equity investment | 0 | 0 | 0 | (11.3) |
Other, net | 3 | 0.4 | 1.3 | 1.9 |
Adjusted EBITDA | $ 100.5 | $ 109.4 | $ 199.1 | $ 213.5 |
Uncategorized Items - esi10-q20
Label | Element | Value |
Additional Paid-in Capital [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | $ 4,032,000,000 |
Retained Earnings [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | $ (871,000,000) |
Treasury Stock [Member] | ||
Shares, Outstanding | us-gaap_SharesOutstanding | 0 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | $ (100,000) |
Preferred Stock [Member] | ||
Shares, Outstanding | us-gaap_SharesOutstanding | 2,000,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | $ 0 |
Common Stock [Member] | ||
Shares, Outstanding | us-gaap_SharesOutstanding | 287,405,939 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | $ 2,900,000 |
Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 116,900,000 |
AOCI Attributable to Parent [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | (420,700,000) |
Parent [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 2,743,100,000 |
Accounting Standards Update 2016-01 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (1,300,000) |
Accounting Standards Update 2016-01 [Member] | AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,300,000 |