| Segments
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Performance Coatings | Transportation Coatings | Total | |||||||
December 31, 2015 | $ | 866.1 | $ | 62.1 | $ | 928.2 | |||
Goodwill from acquisitions | 59.2 | 15.5 | 74.7 | ||||||
Foreign currency translation | 12.1 | 0.9 | 13.0 | ||||||
September 30, 2016 | $ | 937.4 | $ | 78.5 | $ | 1,015.9 |
September 30, 2016 | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted average amortization periods (years) | ||||||
Technology | $ | 435.2 | $ | (149.6 | ) | $ | 285.6 | 10.2 | ||
Trademarks - indefinite-lived | 287.3 | — | 287.3 | Indefinite | ||||||
Trademarks - definite-lived | 55.5 | (11.0 | ) | 44.5 | 14.8 | |||||
Customer relationships | 752.2 | (130.5 | ) | 621.7 | 18.9 | |||||
Non-compete agreements | 2.4 | (1.6 | ) | 0.8 | 4.6 | |||||
Total | $ | 1,532.6 | $ | (292.7 | ) | $ | 1,239.9 |
December 31, 2015 | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted average amortization periods (years) | ||||||
Technology | $ | 413.0 | $ | (117.2 | ) | $ | 295.8 | 10.0 | ||
Trademarks—indefinite-lived | 284.4 | — | 284.4 | Indefinite | ||||||
Trademarks—definite-lived | 45.2 | (8.5 | ) | 36.7 | 14.7 | |||||
Customer relationships | 676.1 | (102.1 | ) | 574.0 | 19.3 | |||||
Non-compete agreements | 1.9 | (1.2 | ) | 0.7 | 4.6 | |||||
Total | $ | 1,420.6 | $ | (229.0 | ) | $ | 1,191.6 |
Remainder of 2016 | $ | 21.6 | |
2017 | $ | 86.1 | |
2018 | $ | 86.1 | |
2019 | $ | 86.0 | |
2020 | $ | 86.0 | |
2021 | $ | 85.9 |
|
2016 Activity | |||
Balance at December 31, 2015 | $ | 41.3 | |
Expense Recorded | 21.2 | ||
Payments Made | (19.8 | ) | |
Foreign Currency Impacts | 0.6 | ||
Balance at September 30, 2016 | $ | 43.3 |
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Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||
Components of net periodic benefit cost: | ||||||||||||
Net periodic benefit cost: | ||||||||||||
Service cost | $ | 2.4 | $ | 2.7 | $ | 7.5 | $ | 9.1 | ||||
Interest cost | 3.7 | 3.9 | 11.5 | 13.1 | ||||||||
Expected return on plan assets | (3.0 | ) | (3.7 | ) | (9.6 | ) | (11.0 | ) | ||||
Amortization of actuarial loss, net | 0.1 | 0.2 | 0.2 | 0.7 | ||||||||
Amortization of prior service credit, net | — | — | — | (0.1 | ) | |||||||
Net periodic benefit cost | $ | 3.2 | $ | 3.1 | $ | 9.6 | $ | 11.8 |
|
2016 Grants | ||
Expected Term | 6.00 years | |
Volatility | 21.63 | % |
Dividend Yield | — | |
Discount Rate | 1.45 | % |
Awards/Units (millions) | Weighted- Average Exercise Price | Aggregate Intrinsic Value (millions) | Weighted Average Remaining Contractual Life (years) | ||||||
Outstanding at January 1, 2016 | 11.0 | $ | 12.19 | ||||||
Granted | 1.1 | $ | 23.27 | ||||||
Exercised | (1.7 | ) | $ | 8.09 | |||||
Forfeited / cancelled | (0.4 | ) | $ | 9.48 | |||||
Outstanding at September 30, 2016 | 10.0 | $ | 14.16 | ||||||
Vested and expected to vest at September 30, 2016 | 10.0 | $ | 14.16 | $ | 146.0 | 7.42 | |||
Exercisable at September 30, 2016 | 8.1 | $ | 11.17 | $ | 140.5 | 7.04 |
Awards (millions) | Weighted-Average Fair Value | ||||
Outstanding at January 1, 2016 | 1.7 | $ | 32.22 | ||
Granted | 0.8 | $ | 23.39 | ||
Vested | (0.2 | ) | $ | 31.71 | |
Forfeited | — | $ | — | ||
Outstanding at September 30, 2016 | 2.3 | $ | 29.22 |
Awards (millions) | Weighted-Average Fair Value | ||||
Outstanding at January 1, 2016 | — | $ | — | ||
Granted | 0.3 | $ | 24.74 | ||
Vested | — | $ | — | ||
Forfeited | — | $ | — | ||
Outstanding at September 30, 2016 | 0.3 | $ | 24.74 |
|
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||
Foreign exchange losses, net | $ | 4.5 | $ | 23.7 | $ | 30.0 | $ | 90.2 | ||||
Impairment of real estate investment | — | — | 10.5 | 30.6 | ||||||||
Debt extinguishment and refinancing related costs | 81.9 | — | 84.2 | — | ||||||||
Other miscellaneous expense (income), net | 1.0 | (4.8 | ) | 3.5 | (9.4 | ) | ||||||
Total | $ | 87.4 | $ | 18.9 | $ | 128.2 | $ | 111.4 |
|
Nine Months Ended September 30, | ||||
2016 | 2015 | |||
Effective Tax Rate | 32.5 | % | 45.2 | % |
|
September 30, 2016 | December 31, 2015 | |||||
Accounts receivable—trade, net | $ | 714.7 | $ | 647.2 | ||
Notes receivable | 65.6 | 43.0 | ||||
Other | 91.0 | 75.6 | ||||
Total | $ | 871.3 | $ | 765.8 |
|
September 30, 2016 | December 31, 2015 | |||||
Finished products | $ | 320.4 | $ | 313.1 | ||
Semi-finished products | 85.1 | 88.5 | ||||
Raw materials and supplies | 140.1 | 129.1 | ||||
Total | $ | 545.6 | $ | 530.7 |
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September 30, 2016 | December 31, 2015 | |||||
Property, plant and equipment | $ | 1,974.8 | $ | 1,855.3 | ||
Accumulated depreciation | (602.5 | ) | (472.4 | ) | ||
Property, plant, and equipment, net | $ | 1,372.3 | $ | 1,382.9 |
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September 30, 2016 | December 31, 2015 | |||||
New Dollar Term Loan | $ | 1,925.3 | $ | 2,042.5 | ||
New Euro Term Loan | 209.7 | 428.0 | ||||
2021 Dollar Senior Notes | — | 750.0 | ||||
2021 Euro Senior Notes | — | 274.4 | ||||
2024 Dollar Senior Notes | 500.0 | — | ||||
2024 Euro Senior Notes | 375.7 | — | ||||
2025 Euro Senior Notes | 504.7 | — | ||||
Short-term and other borrowings | 37.0 | 26.5 | ||||
Unamortized original issue discount | (12.7 | ) | (14.0 | ) | ||
Unamortized deferred financing costs | (57.4 | ) | (65.9 | ) | ||
$ | 3,482.3 | $ | 3,441.5 | |||
Less: | ||||||
Short term borrowings | $ | 26.7 | $ | 22.7 | ||
Current portion of long-term borrowings | 27.5 | 27.4 | ||||
Long-term debt | $ | 3,428.1 | $ | 3,391.4 |
Period | 2024 Dollar Notes Percentage | |
2019 | 103.656 | % |
2020 | 102.438 | % |
2021 | 101.219 | % |
2022 and thereafter | 100.000 | % |
Period | 2024 Euro Notes Percentage | |
2019 | 103.188 | % |
2020 | 102.125 | % |
2021 | 101.063 | % |
2022 and thereafter | 100.000 | % |
Period | 2025 Euro Notes Percentage | |
2019 | 102.813 | % |
2020 | 101.875 | % |
2021 | 100.938 | % |
2022 and thereafter | 100.000 | % |
Remainder of 2016 | $ | 14.5 | |
2017 | 29.7 | ||
2018 | 28.4 | ||
2019 | 27.9 | ||
2020 | 2,046.0 | ||
Thereafter | 1,380.8 | ||
$ | 3,527.3 |
|
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September 30, 2016 | December 31, 2015 | |||||
Prepaid and other assets: | ||||||
Interest rate swaps | $ | — | $ | 0.4 | ||
Total assets | $ | — | $ | 0.4 | ||
Other accrued liabilities: | ||||||
Interest rate swaps | $ | 2.8 | $ | — | ||
Other liabilities: | ||||||
Interest rate swaps | $ | — | $ | 1.8 | ||
Total liabilities | $ | 2.8 | $ | 1.8 |
September 30, 2016 | December 31, 2015 | |||||
Prepaid and other assets: | ||||||
Foreign currency contracts | $ | 0.3 | $ | 0.3 | ||
Total assets | $ | 0.3 | $ | 0.3 | ||
Other accrued liabilities: | ||||||
Foreign currency contracts | $ | 0.3 | $ | — | ||
Total liabilities: | $ | 0.3 | $ | — |
Amount of (Gain) Loss Recognized in OCI on Derivatives (Effective Portion) | Location of (Gain) Loss Reclassified from Accumulated OCI into Income (Effective Portion) | Amount of (Gain) Loss Reclassified from Accumulated OCI to Income (Effective Portion) | Location of (Gain) Loss Recognized in Income on Derivatives (Ineffective Portion) | Amount of (Gain) Loss Recognized in Income on Derivatives (Ineffective Portion) | ||||||||||||||||
Derivatives in Cash Flow Hedging Relationships | Three Months Ended September 30, 2016 | Three Months Ended September 30, 2015 | Three Months Ended September 30, 2016 | Three Months Ended September 30, 2015 | Three Months Ended September 30, 2016 | Three Months Ended September 30, 2015 | ||||||||||||||
Interest rate contracts | $ | (1.7 | ) | $ | 3.5 | Interest expense, net | $ | 1.7 | $ | 1.7 | Interest expense, net | $ | (2.0 | ) | $ | 1.0 |
Amount of (Gain) Loss Recognized in OCI on Derivatives (Effective Portion) | Location of (Gain) Loss Reclassified from Accumulated OCI into Income (Effective Portion) | Amount of (Gain) Loss Reclassified from Accumulated OCI to Income (Effective Portion) | Location of (Gain) Loss Recognized in Income on Derivatives (Ineffective Portion) | Amount of (Gain) Loss Recognized in Income on Derivatives (Ineffective Portion) | ||||||||||||||||
Derivatives in Cash Flow Hedging Relationships | Nine Months Ended September 30, 2016 | Nine Months Ended September 30, 2015 | Nine Months Ended September 30, 2016 | Nine Months Ended September 30, 2015 | Nine Months Ended September 30, 2016 | Nine Months Ended September 30, 2015 | ||||||||||||||
Interest rate contracts | $ | — | $ | 8.0 | Interest expense, net | $ | 4.9 | $ | 4.9 | Interest expense, net | $ | 1.3 | $ | 2.4 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
Derivatives Not Designated as Hedging Instruments under ASC 815 | Location of (Gain) Loss Recognized in Income on Derivatives | 2016 | 2015 | 2016 | 2015 | ||||||||
Foreign currency forward contracts | Other expense, net | $ | 0.4 | $ | (4.4 | ) | $ | 4.4 | $ | (6.3 | ) | ||
Interest rate cap | Interest expense, net | — | 0.1 | — | — | ||||||||
$ | 0.4 | $ | (4.3 | ) | $ | 4.4 | $ | (6.3 | ) |
|
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||
Performance Coatings | ||||||||||||
Refinish | $ | 434.5 | $ | 426.9 | $ | 1,262.0 | $ | 1,280.2 | ||||
Industrial | 184.8 | 173.7 | 532.4 | 516.4 | ||||||||
Total Net sales Performance Coatings | 619.3 | 600.6 | 1,794.4 | 1,796.6 | ||||||||
Transportation Coatings | ||||||||||||
Light Vehicle | 321.1 | 303.7 | 994.9 | 984.1 | ||||||||
Commercial Vehicle | 83.0 | 96.0 | 254.8 | 302.9 | ||||||||
Total Net sales Transportation Coatings | 404.1 | 399.7 | 1,249.7 | 1,287.0 | ||||||||
Total Net sales | $ | 1,023.4 | $ | 1,000.3 | $ | 3,044.1 | $ | 3,083.6 |
Three Months Ended September 30, | ||||||||||||||||||
2016 | 2015 | |||||||||||||||||
Performance Coatings | Transportation Coatings | Total | Performance Coatings | Transportation Coatings | Total | |||||||||||||
Net sales (1) | $ | 619.3 | $ | 404.1 | $ | 1,023.4 | $ | 600.6 | $ | 399.7 | $ | 1,000.3 | ||||||
Equity in earnings (losses) in unconsolidated affiliates | (0.4 | ) | 0.1 | (0.3 | ) | 0.1 | — | 0.1 | ||||||||||
Adjusted EBITDA (2) | 148.5 | 84.7 | 233.2 | 139.0 | 77.9 | 216.9 | ||||||||||||
Investment in unconsolidated affiliates | 3.3 | 11.5 | 14.8 | 5.5 | 6.8 | 12.3 |
Nine Months Ended September 30, | ||||||||||||||||||
2016 | 2015 | |||||||||||||||||
Performance Coatings | Transportation Coatings | Total | Performance Coatings | Transportation Coatings | Total | |||||||||||||
Net sales (1) | $ | 1,794.4 | $ | 1,249.7 | $ | 3,044.1 | $ | 1,796.6 | $ | 1,287.0 | $ | 3,083.6 | ||||||
Equity in earnings (losses) in unconsolidated affiliates | (0.2 | ) | 0.2 | — | 0.4 | 0.5 | 0.9 | |||||||||||
Adjusted EBITDA (2) | 415.9 | 264.7 | 680.6 | 408.2 | 246.2 | 654.4 | ||||||||||||
Investment in unconsolidated affiliates | 3.3 | 11.5 | 14.8 | 5.5 | 6.8 | 12.3 |
(1) | The Company has no intercompany sales between segments. |
(2) | The primary measure of segment operating performance is Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation and amortization and select other items impacting operating results. These other items impacting operating results are items that management has concluded are (1) non-cash items included within net income, (2) items the Company does not believe are indicative of ongoing operating performance or (3) non-recurring, unusual or infrequent items that the Company believes are not reasonably likely to recur within the next two years. Adjusted EBITDA is a key metric that is used by management to evaluate business performance in comparison to budgets, forecasts, and prior year financial results, providing a measure that management believes reflects the Company’s core operating performance, which represents EBITDA adjusted for the select items referred to above. Reconciliation of Adjusted EBITDA to income before income taxes follows: |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||
Income (loss) before income taxes | $ | (10.1 | ) | $ | 54.2 | $ | 105.5 | $ | 107.3 | |||
Interest expense, net | 42.9 | 50.8 | 140.8 | 150.0 | ||||||||
Depreciation and amortization | 81.2 | 75.4 | 235.8 | 225.5 | ||||||||
EBITDA | 114.0 | 180.4 | 482.1 | 482.8 | ||||||||
Debt extinguishment and refinancing related costs (a) | 81.9 | — | 84.2 | — | ||||||||
Foreign exchange remeasurement losses (b) | 4.5 | 23.7 | 30.0 | 90.2 | ||||||||
Long-term employee benefit plan adjustments (c) | 0.8 | (0.5 | ) | 2.1 | (0.1 | ) | ||||||
Termination benefits and other employee related costs (d) | 16.3 | 0.8 | 25.2 | 19.3 | ||||||||
Consulting and advisory fees (e) | 2.7 | 7.2 | 8.3 | 17.1 | ||||||||
Offering and transactional costs (f) | 3.0 | 1.4 | 4.4 | (2.3 | ) | |||||||
Stock-based compensation (g) | 10.0 | 7.9 | 31.6 | 22.1 | ||||||||
Other adjustments (h) | 1.5 | (3.7 | ) | 5.2 | (0.9 | ) | ||||||
Dividends in respect of noncontrolling interest (i) | (1.5 | ) | (0.3 | ) | (3.0 | ) | (4.4 | ) | ||||
Asset impairment (j) | — | — | 10.5 | 30.6 | ||||||||
Adjusted EBITDA | $ | 233.2 | $ | 216.9 | $ | 680.6 | $ | 654.4 |
(a) | During the three and nine months ended September 30, 2016, we prepaid outstanding principal on our term loans, resulting in non-cash pre-tax losses on extinguishment of $4.3 million and $6.6 million, respectively. During the three and nine months ended September 30, 2016, we amended the terms of the Credit Agreement, resulting in a non-cash pre-tax loss on extinguishment of $2.3 million. In connection with the refinancings during the three and nine months ended September 30, 2016, we recorded a non-cash pre-tax loss on extinguishment of $18.6 million and incurred call premiums and other fees of $56.7 million. We do not consider these items to be indicative of our ongoing operating performance. |
(b) | Eliminates foreign exchange losses resulting from the remeasurement of assets and liabilities denominated in foreign currencies, net of the impacts of our foreign currency instruments used to hedge our balance sheet exposures. Exchange effects attributable to the remeasurement of our Venezuelan subsidiary represented losses of $1.2 million and $23.9 million for the three and nine months ended September 30, 2016, respectively, and gains of $0.6 million and losses of $52.6 million for the three and nine months ended September 30, 2015, respectively. |
(c) | Eliminates the non-cash non-service cost components of long-term employee benefit costs (discussed further at Note 6). |
(d) | Represents expenses primarily related to employee termination benefits including our initiative to improve the overall cost structure within the European region as well as costs associated with our Axalta Way initiatives, which are not considered indicative of our ongoing operating performance. |
(e) | Represents fees paid to consultants for professional services primarily related to our Axalta Way initiatives, which are not considered indicative of our ongoing operating performance. |
(f) | Represents costs associated with the offerings of our common shares by Carlyle, acquisition-related costs, including a $5.4 million gain recognized during the nine months ended September 30, 2015 resulting from the remeasurement of our previously held interest in an equity method investee upon the acquisition of a controlling interest, and costs associated with changes in the fair value of contingent consideration associated with our acquisitions, all of which are not considered indicative of our ongoing operating performance. |
(g) | Represents non-cash costs associated with stock-based compensation, including $8.2 million of expense during the nine months ended September 30, 2015 attributable to the accelerated vesting of all issued and outstanding stock options issued under the 2013 Plan as a result of the Change in Control. |
(h) | Represents costs for certain non-operational or non-cash (gains) and losses unrelated to our core business and which we do not consider indicative of ongoing operations, including equity investee dividends, indemnity losses (gains) associated with the Acquisition, losses (gains) on sale and disposal of property, plant and equipment, losses (gains) on the remaining foreign currency derivative instruments and non-cash fair value inventory adjustments associated with our business combinations. |
(i) | Represents the payment of dividends to our joint venture partners by our consolidated entities that are not wholly owned, which are reflected to show the cash operating performance of these entities on Axalta's financial statements. |
(j) | As a result of currency devaluations in Venezuela, we recorded non-cash impairment charges relating to a real estate investment of $10.5 million and $30.6 million during the nine months ended September 30, 2016 and 2015, respectively (discussed further at Note 20). We do not consider these impairments to be indicative of our ongoing operating performance. |
|
Unrealized Currency Translation Adjustments | Pension Adjustments | Unrealized Gain on Securities | Unrealized Gain (Loss) on Derivatives | Accumulated Other Comprehensive Loss | |||||||||||
December 31, 2015 | $ | (232.8 | ) | $ | (33.4 | ) | $ | 0.1 | $ | (3.2 | ) | $ | (269.3 | ) | |
Current year deferrals to AOCI | 15.9 | — | 0.3 | (3.1 | ) | 13.1 | |||||||||
Reclassifications from AOCI to Net income | — | 0.2 | — | 3.1 | 3.3 | ||||||||||
Net Change | 15.9 | 0.2 | 0.3 | — | 16.4 | ||||||||||
September 30, 2016 | $ | (216.9 | ) | $ | (33.2 | ) | $ | 0.4 | $ | (3.2 | ) | $ | (252.9 | ) |
Unrealized Currency Translation Adjustments | Pension and Other Long-term Employee Benefit Adjustments | Unrealized Loss on Securities | Unrealized Gain (Loss) on Derivatives | Accumulated Other Comprehensive Loss | |||||||||||
December 31, 2014 | $ | (72.1 | ) | $ | (31.2 | ) | $ | (0.2 | ) | $ | 0.2 | $ | (103.3 | ) | |
Current year deferrals to AOCI | (144.4 | ) | (1.6 | ) | — | (2.1 | ) | (148.1 | ) | ||||||
Reclassifications from AOCI to Net income | — | (1.3 | ) | — | (3.2 | ) | (4.5 | ) | |||||||
Net Change | (144.4 | ) | (2.9 | ) | — | (5.3 | ) | (152.6 | ) | ||||||
September 30, 2015 | $ | (216.5 | ) | $ | (34.1 | ) | $ | (0.2 | ) | $ | (5.1 | ) | $ | (255.9 | ) |
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Performance Coatings | Transportation Coatings | Total | |||||||
December 31, 2015 | $ | 866.1 | $ | 62.1 | $ | 928.2 | |||
Goodwill from acquisitions | 59.2 | 15.5 | 74.7 | ||||||
Foreign currency translation | 12.1 | 0.9 | 13.0 | ||||||
September 30, 2016 | $ | 937.4 | $ | 78.5 | $ | 1,015.9 |
September 30, 2016 | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted average amortization periods (years) | ||||||
Technology | $ | 435.2 | $ | (149.6 | ) | $ | 285.6 | 10.2 | ||
Trademarks - indefinite-lived | 287.3 | — | 287.3 | Indefinite | ||||||
Trademarks - definite-lived | 55.5 | (11.0 | ) | 44.5 | 14.8 | |||||
Customer relationships | 752.2 | (130.5 | ) | 621.7 | 18.9 | |||||
Non-compete agreements | 2.4 | (1.6 | ) | 0.8 | 4.6 | |||||
Total | $ | 1,532.6 | $ | (292.7 | ) | $ | 1,239.9 |
December 31, 2015 | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted average amortization periods (years) | ||||||
Technology | $ | 413.0 | $ | (117.2 | ) | $ | 295.8 | 10.0 | ||
Trademarks—indefinite-lived | 284.4 | — | 284.4 | Indefinite | ||||||
Trademarks—definite-lived | 45.2 | (8.5 | ) | 36.7 | 14.7 | |||||
Customer relationships | 676.1 | (102.1 | ) | 574.0 | 19.3 | |||||
Non-compete agreements | 1.9 | (1.2 | ) | 0.7 | 4.6 | |||||
Total | $ | 1,420.6 | $ | (229.0 | ) | $ | 1,191.6 |
Remainder of 2016 | $ | 21.6 | |
2017 | $ | 86.1 | |
2018 | $ | 86.1 | |
2019 | $ | 86.0 | |
2020 | $ | 86.0 | |
2021 | $ | 85.9 |
|
2016 Activity | |||
Balance at December 31, 2015 | $ | 41.3 | |
Expense Recorded | 21.2 | ||
Payments Made | (19.8 | ) | |
Foreign Currency Impacts | 0.6 | ||
Balance at September 30, 2016 | $ | 43.3 |
|
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||
Components of net periodic benefit cost: | ||||||||||||
Net periodic benefit cost: | ||||||||||||
Service cost | $ | 2.4 | $ | 2.7 | $ | 7.5 | $ | 9.1 | ||||
Interest cost | 3.7 | 3.9 | 11.5 | 13.1 | ||||||||
Expected return on plan assets | (3.0 | ) | (3.7 | ) | (9.6 | ) | (11.0 | ) | ||||
Amortization of actuarial loss, net | 0.1 | 0.2 | 0.2 | 0.7 | ||||||||
Amortization of prior service credit, net | — | — | — | (0.1 | ) | |||||||
Net periodic benefit cost | $ | 3.2 | $ | 3.1 | $ | 9.6 | $ | 11.8 |
|
2016 Grants | ||
Expected Term | 6.00 years | |
Volatility | 21.63 | % |
Dividend Yield | — | |
Discount Rate | 1.45 | % |
Awards/Units (millions) | Weighted- Average Exercise Price | Aggregate Intrinsic Value (millions) | Weighted Average Remaining Contractual Life (years) | ||||||
Outstanding at January 1, 2016 | 11.0 | $ | 12.19 | ||||||
Granted | 1.1 | $ | 23.27 | ||||||
Exercised | (1.7 | ) | $ | 8.09 | |||||
Forfeited / cancelled | (0.4 | ) | $ | 9.48 | |||||
Outstanding at September 30, 2016 | 10.0 | $ | 14.16 | ||||||
Vested and expected to vest at September 30, 2016 | 10.0 | $ | 14.16 | $ | 146.0 | 7.42 | |||
Exercisable at September 30, 2016 | 8.1 | $ | 11.17 | $ | 140.5 | 7.04 |
Awards (millions) | Weighted-Average Fair Value | ||||
Outstanding at January 1, 2016 | 1.7 | $ | 32.22 | ||
Granted | 0.8 | $ | 23.39 | ||
Vested | (0.2 | ) | $ | 31.71 | |
Forfeited | — | $ | — | ||
Outstanding at September 30, 2016 | 2.3 | $ | 29.22 |
Awards (millions) | Weighted-Average Fair Value | ||||
Outstanding at January 1, 2016 | — | $ | — | ||
Granted | 0.3 | $ | 24.74 | ||
Vested | — | $ | — | ||
Forfeited | — | $ | — | ||
Outstanding at September 30, 2016 | 0.3 | $ | 24.74 |
|
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||
Foreign exchange losses, net | $ | 4.5 | $ | 23.7 | $ | 30.0 | $ | 90.2 | ||||
Impairment of real estate investment | — | — | 10.5 | 30.6 | ||||||||
Debt extinguishment and refinancing related costs | 81.9 | — | 84.2 | — | ||||||||
Other miscellaneous expense (income), net | 1.0 | (4.8 | ) | 3.5 | (9.4 | ) | ||||||
Total | $ | 87.4 | $ | 18.9 | $ | 128.2 | $ | 111.4 |
|
Nine Months Ended September 30, | ||||
2016 | 2015 | |||
Effective Tax Rate | 32.5 | % | 45.2 | % |
|
September 30, 2016 | December 31, 2015 | |||||
Accounts receivable—trade, net | $ | 714.7 | $ | 647.2 | ||
Notes receivable | 65.6 | 43.0 | ||||
Other | 91.0 | 75.6 | ||||
Total | $ | 871.3 | $ | 765.8 |
|
September 30, 2016 | December 31, 2015 | |||||
Finished products | $ | 320.4 | $ | 313.1 | ||
Semi-finished products | 85.1 | 88.5 | ||||
Raw materials and supplies | 140.1 | 129.1 | ||||
Total | $ | 545.6 | $ | 530.7 |
|
September 30, 2016 | December 31, 2015 | |||||
Property, plant and equipment | $ | 1,974.8 | $ | 1,855.3 | ||
Accumulated depreciation | (602.5 | ) | (472.4 | ) | ||
Property, plant, and equipment, net | $ | 1,372.3 | $ | 1,382.9 |
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September 30, 2016 | December 31, 2015 | |||||
New Dollar Term Loan | $ | 1,925.3 | $ | 2,042.5 | ||
New Euro Term Loan | 209.7 | 428.0 | ||||
2021 Dollar Senior Notes | — | 750.0 | ||||
2021 Euro Senior Notes | — | 274.4 | ||||
2024 Dollar Senior Notes | 500.0 | — | ||||
2024 Euro Senior Notes | 375.7 | — | ||||
2025 Euro Senior Notes | 504.7 | — | ||||
Short-term and other borrowings | 37.0 | 26.5 | ||||
Unamortized original issue discount | (12.7 | ) | (14.0 | ) | ||
Unamortized deferred financing costs | (57.4 | ) | (65.9 | ) | ||
$ | 3,482.3 | $ | 3,441.5 | |||
Less: | ||||||
Short term borrowings | $ | 26.7 | $ | 22.7 | ||
Current portion of long-term borrowings | 27.5 | 27.4 | ||||
Long-term debt | $ | 3,428.1 | $ | 3,391.4 |
Remainder of 2016 | $ | 14.5 | |
2017 | 29.7 | ||
2018 | 28.4 | ||
2019 | 27.9 | ||
2020 | 2,046.0 | ||
Thereafter | 1,380.8 | ||
$ | 3,527.3 |
Period | 2024 Dollar Notes Percentage | |
2019 | 103.656 | % |
2020 | 102.438 | % |
2021 | 101.219 | % |
2022 and thereafter | 100.000 | % |
Period | 2024 Euro Notes Percentage | |
2019 | 103.188 | % |
2020 | 102.125 | % |
2021 | 101.063 | % |
2022 and thereafter | 100.000 | % |
Period | 2025 Euro Notes Percentage | |
2019 | 102.813 | % |
2020 | 101.875 | % |
2021 | 100.938 | % |
2022 and thereafter | 100.000 | % |
|
Amount of (Gain) Loss Recognized in OCI on Derivatives (Effective Portion) | Location of (Gain) Loss Reclassified from Accumulated OCI into Income (Effective Portion) | Amount of (Gain) Loss Reclassified from Accumulated OCI to Income (Effective Portion) | Location of (Gain) Loss Recognized in Income on Derivatives (Ineffective Portion) | Amount of (Gain) Loss Recognized in Income on Derivatives (Ineffective Portion) | ||||||||||||||||
Derivatives in Cash Flow Hedging Relationships | Three Months Ended September 30, 2016 | Three Months Ended September 30, 2015 | Three Months Ended September 30, 2016 | Three Months Ended September 30, 2015 | Three Months Ended September 30, 2016 | Three Months Ended September 30, 2015 | ||||||||||||||
Interest rate contracts | $ | (1.7 | ) | $ | 3.5 | Interest expense, net | $ | 1.7 | $ | 1.7 | Interest expense, net | $ | (2.0 | ) | $ | 1.0 |
Amount of (Gain) Loss Recognized in OCI on Derivatives (Effective Portion) | Location of (Gain) Loss Reclassified from Accumulated OCI into Income (Effective Portion) | Amount of (Gain) Loss Reclassified from Accumulated OCI to Income (Effective Portion) | Location of (Gain) Loss Recognized in Income on Derivatives (Ineffective Portion) | Amount of (Gain) Loss Recognized in Income on Derivatives (Ineffective Portion) | ||||||||||||||||
Derivatives in Cash Flow Hedging Relationships | Nine Months Ended September 30, 2016 | Nine Months Ended September 30, 2015 | Nine Months Ended September 30, 2016 | Nine Months Ended September 30, 2015 | Nine Months Ended September 30, 2016 | Nine Months Ended September 30, 2015 | ||||||||||||||
Interest rate contracts | $ | — | $ | 8.0 | Interest expense, net | $ | 4.9 | $ | 4.9 | Interest expense, net | $ | 1.3 | $ | 2.4 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
Derivatives Not Designated as Hedging Instruments under ASC 815 | Location of (Gain) Loss Recognized in Income on Derivatives | 2016 | 2015 | 2016 | 2015 | ||||||||
Foreign currency forward contracts | Other expense, net | $ | 0.4 | $ | (4.4 | ) | $ | 4.4 | $ | (6.3 | ) | ||
Interest rate cap | Interest expense, net | — | 0.1 | — | — | ||||||||
$ | 0.4 | $ | (4.3 | ) | $ | 4.4 | $ | (6.3 | ) |
September 30, 2016 | December 31, 2015 | |||||
Prepaid and other assets: | ||||||
Interest rate swaps | $ | — | $ | 0.4 | ||
Total assets | $ | — | $ | 0.4 | ||
Other accrued liabilities: | ||||||
Interest rate swaps | $ | 2.8 | $ | — | ||
Other liabilities: | ||||||
Interest rate swaps | $ | — | $ | 1.8 | ||
Total liabilities | $ | 2.8 | $ | 1.8 |
September 30, 2016 | December 31, 2015 | |||||
Prepaid and other assets: | ||||||
Foreign currency contracts | $ | 0.3 | $ | 0.3 | ||
Total assets | $ | 0.3 | $ | 0.3 | ||
Other accrued liabilities: | ||||||
Foreign currency contracts | $ | 0.3 | $ | — | ||
Total liabilities: | $ | 0.3 | $ | — |
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Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||
Performance Coatings | ||||||||||||
Refinish | $ | 434.5 | $ | 426.9 | $ | 1,262.0 | $ | 1,280.2 | ||||
Industrial | 184.8 | 173.7 | 532.4 | 516.4 | ||||||||
Total Net sales Performance Coatings | 619.3 | 600.6 | 1,794.4 | 1,796.6 | ||||||||
Transportation Coatings | ||||||||||||
Light Vehicle | 321.1 | 303.7 | 994.9 | 984.1 | ||||||||
Commercial Vehicle | 83.0 | 96.0 | 254.8 | 302.9 | ||||||||
Total Net sales Transportation Coatings | 404.1 | 399.7 | 1,249.7 | 1,287.0 | ||||||||
Total Net sales | $ | 1,023.4 | $ | 1,000.3 | $ | 3,044.1 | $ | 3,083.6 |
Three Months Ended September 30, | ||||||||||||||||||
2016 | 2015 | |||||||||||||||||
Performance Coatings | Transportation Coatings | Total | Performance Coatings | Transportation Coatings | Total | |||||||||||||
Net sales (1) | $ | 619.3 | $ | 404.1 | $ | 1,023.4 | $ | 600.6 | $ | 399.7 | $ | 1,000.3 | ||||||
Equity in earnings (losses) in unconsolidated affiliates | (0.4 | ) | 0.1 | (0.3 | ) | 0.1 | — | 0.1 | ||||||||||
Adjusted EBITDA (2) | 148.5 | 84.7 | 233.2 | 139.0 | 77.9 | 216.9 | ||||||||||||
Investment in unconsolidated affiliates | 3.3 | 11.5 | 14.8 | 5.5 | 6.8 | 12.3 |
Nine Months Ended September 30, | ||||||||||||||||||
2016 | 2015 | |||||||||||||||||
Performance Coatings | Transportation Coatings | Total | Performance Coatings | Transportation Coatings | Total | |||||||||||||
Net sales (1) | $ | 1,794.4 | $ | 1,249.7 | $ | 3,044.1 | $ | 1,796.6 | $ | 1,287.0 | $ | 3,083.6 | ||||||
Equity in earnings (losses) in unconsolidated affiliates | (0.2 | ) | 0.2 | — | 0.4 | 0.5 | 0.9 | |||||||||||
Adjusted EBITDA (2) | 415.9 | 264.7 | 680.6 | 408.2 | 246.2 | 654.4 | ||||||||||||
Investment in unconsolidated affiliates | 3.3 | 11.5 | 14.8 | 5.5 | 6.8 | 12.3 |
(1) | The Company has no intercompany sales between segments. |
(2) | The primary measure of segment operating performance is Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation and amortization and select other items impacting operating results. These other items impacting operating results are items that management has concluded are (1) non-cash items included within net income, (2) items the Company does not believe are indicative of ongoing operating performance or (3) non-recurring, unusual or infrequent items that the Company believes are not reasonably likely to recur within the next two years. Adjusted EBITDA is a key metric that is used by management to evaluate business performance in comparison to budgets, forecasts, and prior year financial results, providing a measure that management believes reflects the Company’s core operating performance, which represents EBITDA adjusted for the select items referred to above. Reconciliation of Adjusted EBITDA to income before income taxes follows: |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||
Income (loss) before income taxes | $ | (10.1 | ) | $ | 54.2 | $ | 105.5 | $ | 107.3 | |||
Interest expense, net | 42.9 | 50.8 | 140.8 | 150.0 | ||||||||
Depreciation and amortization | 81.2 | 75.4 | 235.8 | 225.5 | ||||||||
EBITDA | 114.0 | 180.4 | 482.1 | 482.8 | ||||||||
Debt extinguishment and refinancing related costs (a) | 81.9 | — | 84.2 | — | ||||||||
Foreign exchange remeasurement losses (b) | 4.5 | 23.7 | 30.0 | 90.2 | ||||||||
Long-term employee benefit plan adjustments (c) | 0.8 | (0.5 | ) | 2.1 | (0.1 | ) | ||||||
Termination benefits and other employee related costs (d) | 16.3 | 0.8 | 25.2 | 19.3 | ||||||||
Consulting and advisory fees (e) | 2.7 | 7.2 | 8.3 | 17.1 | ||||||||
Offering and transactional costs (f) | 3.0 | 1.4 | 4.4 | (2.3 | ) | |||||||
Stock-based compensation (g) | 10.0 | 7.9 | 31.6 | 22.1 | ||||||||
Other adjustments (h) | 1.5 | (3.7 | ) | 5.2 | (0.9 | ) | ||||||
Dividends in respect of noncontrolling interest (i) | (1.5 | ) | (0.3 | ) | (3.0 | ) | (4.4 | ) | ||||
Asset impairment (j) | — | — | 10.5 | 30.6 | ||||||||
Adjusted EBITDA | $ | 233.2 | $ | 216.9 | $ | 680.6 | $ | 654.4 |
(a) | During the three and nine months ended September 30, 2016, we prepaid outstanding principal on our term loans, resulting in non-cash pre-tax losses on extinguishment of $4.3 million and $6.6 million, respectively. During the three and nine months ended September 30, 2016, we amended the terms of the Credit Agreement, resulting in a non-cash pre-tax loss on extinguishment of $2.3 million. In connection with the refinancings during the three and nine months ended September 30, 2016, we recorded a non-cash pre-tax loss on extinguishment of $18.6 million and incurred call premiums and other fees of $56.7 million. We do not consider these items to be indicative of our ongoing operating performance. |
(b) | Eliminates foreign exchange losses resulting from the remeasurement of assets and liabilities denominated in foreign currencies, net of the impacts of our foreign currency instruments used to hedge our balance sheet exposures. Exchange effects attributable to the remeasurement of our Venezuelan subsidiary represented losses of $1.2 million and $23.9 million for the three and nine months ended September 30, 2016, respectively, and gains of $0.6 million and losses of $52.6 million for the three and nine months ended September 30, 2015, respectively. |
(c) | Eliminates the non-cash non-service cost components of long-term employee benefit costs (discussed further at Note 6). |
(d) | Represents expenses primarily related to employee termination benefits including our initiative to improve the overall cost structure within the European region as well as costs associated with our Axalta Way initiatives, which are not considered indicative of our ongoing operating performance. |
(e) | Represents fees paid to consultants for professional services primarily related to our Axalta Way initiatives, which are not considered indicative of our ongoing operating performance. |
(f) | Represents costs associated with the offerings of our common shares by Carlyle, acquisition-related costs, including a $5.4 million gain recognized during the nine months ended September 30, 2015 resulting from the remeasurement of our previously held interest in an equity method investee upon the acquisition of a controlling interest, and costs associated with changes in the fair value of contingent consideration associated with our acquisitions, all of which are not considered indicative of our ongoing operating performance. |
(g) | Represents non-cash costs associated with stock-based compensation, including $8.2 million of expense during the nine months ended September 30, 2015 attributable to the accelerated vesting of all issued and outstanding stock options issued under the 2013 Plan as a result of the Change in Control. |
(h) | Represents costs for certain non-operational or non-cash (gains) and losses unrelated to our core business and which we do not consider indicative of ongoing operations, including equity investee dividends, indemnity losses (gains) associated with the Acquisition, losses (gains) on sale and disposal of property, plant and equipment, losses (gains) on the remaining foreign currency derivative instruments and non-cash fair value inventory adjustments associated with our business combinations. |
(i) | Represents the payment of dividends to our joint venture partners by our consolidated entities that are not wholly owned, which are reflected to show the cash operating performance of these entities on Axalta's financial statements. |
(j) | As a result of currency devaluations in Venezuela, we recorded non-cash impairment charges relating to a real estate investment of $10.5 million and $30.6 million during the nine months ended September 30, 2016 and 2015, respectively (discussed further at Note 20). We do not consider these impairments to be indicative of our ongoing operating performance. |
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Unrealized Currency Translation Adjustments | Pension Adjustments | Unrealized Gain on Securities | Unrealized Gain (Loss) on Derivatives | Accumulated Other Comprehensive Loss | |||||||||||
December 31, 2015 | $ | (232.8 | ) | $ | (33.4 | ) | $ | 0.1 | $ | (3.2 | ) | $ | (269.3 | ) | |
Current year deferrals to AOCI | 15.9 | — | 0.3 | (3.1 | ) | 13.1 | |||||||||
Reclassifications from AOCI to Net income | — | 0.2 | — | 3.1 | 3.3 | ||||||||||
Net Change | 15.9 | 0.2 | 0.3 | — | 16.4 | ||||||||||
September 30, 2016 | $ | (216.9 | ) | $ | (33.2 | ) | $ | 0.4 | $ | (3.2 | ) | $ | (252.9 | ) |
Unrealized Currency Translation Adjustments | Pension and Other Long-term Employee Benefit Adjustments | Unrealized Loss on Securities | Unrealized Gain (Loss) on Derivatives | Accumulated Other Comprehensive Loss | |||||||||||
December 31, 2014 | $ | (72.1 | ) | $ | (31.2 | ) | $ | (0.2 | ) | $ | 0.2 | $ | (103.3 | ) | |
Current year deferrals to AOCI | (144.4 | ) | (1.6 | ) | — | (2.1 | ) | (148.1 | ) | ||||||
Reclassifications from AOCI to Net income | — | (1.3 | ) | — | (3.2 | ) | (4.5 | ) | |||||||
Net Change | (144.4 | ) | (2.9 | ) | — | (5.3 | ) | (152.6 | ) | ||||||
September 30, 2015 | $ | (216.5 | ) | $ | (34.1 | ) | $ | (0.2 | ) | $ | (5.1 | ) | $ | (255.9 | ) |
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