| Segments
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Performance Coatings | Transportation Coatings | Total | |||||||
December 31, 2014 | $ | 933.6 | $ | 67.5 | $ | 1,001.1 | |||
Goodwill from acquisitions | 17.1 | 0.7 | 17.8 | ||||||
Foreign currency translation | (69.4 | ) | (5.0 | ) | (74.4 | ) | |||
September 30, 2015 | $ | 881.3 | $ | 63.2 | $ | 944.5 |
September 30, 2015 | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted average amortization periods (years) | ||||||
Technology | $ | 412.5 | $ | (107.0 | ) | $ | 305.5 | 10.0 | ||
Trademarks - indefinite-lived | 284.4 | — | 284.4 | Indefinite | ||||||
Trademarks - definite-lived | 44.8 | (7.7 | ) | 37.1 | 14.7 | |||||
Customer relationships | 680.2 | (93.6 | ) | 586.6 | 19.3 | |||||
Non-compete agreements | 1.9 | (1.1 | ) | 0.8 | 4.6 | |||||
Total | $ | 1,423.8 | $ | (209.4 | ) | $ | 1,214.4 |
December 31, 2014 | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted average amortization periods (years) | ||||||
Technology | $ | 411.8 | $ | (76.3 | ) | $ | 335.5 | 10.0 | ||
Trademarks—indefinite-lived | 284.4 | — | 284.4 | Indefinite | ||||||
Trademarks—definite-lived | 41.8 | (5.5 | ) | 36.3 | 14.8 | |||||
Customer relationships | 713.9 | (71.3 | ) | 642.6 | 19.4 | |||||
Non-compete agreements | 2.0 | (0.8 | ) | 1.2 | 4.6 | |||||
Total | $ | 1,453.9 | $ | (153.9 | ) | $ | 1,300.0 |
Remainder of 2015 | $ | 20.0 | |
2016 | $ | 80.1 | |
2017 | $ | 79.8 | |
2018 | $ | 79.7 | |
2019 | $ | 79.7 |
|
Restructuring Rollforward | 2015 Activity | ||
Balance at December 31, 2014 | $ | 48.5 | |
Expense Recorded | 16.0 | ||
Payments Made | (28.7 | ) | |
Foreign Currency Changes | (4.8 | ) | |
Balance at September 30, 2015 | $ | 31.0 |
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Pension Benefits | ||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||
Components of net periodic benefit (gain) cost: | ||||||||||||
Net periodic benefit (gain) cost: | ||||||||||||
Service cost | $ | 2.7 | $ | 3.8 | $ | 9.1 | $ | 12.3 | ||||
Interest cost | 3.9 | 6.1 | 13.1 | 18.0 | ||||||||
Expected return on plan assets | (3.7 | ) | (3.9 | ) | (11.0 | ) | (11.3 | ) | ||||
Amortization of actuarial (gain) loss, net | 0.2 | — | 0.7 | (0.2 | ) | |||||||
Amortization of prior service credit, net | — | — | (0.1 | ) | — | |||||||
Curtailment gain | — | (6.6 | ) | — | (6.6 | ) | ||||||
Net periodic benefit (gain) cost | $ | 3.1 | $ | (0.6 | ) | $ | 11.8 | $ | 12.2 |
Other Long-Term Employee Benefits | ||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||
Components of net periodic benefit gain: | ||||||||||||
Net periodic benefit gain: | ||||||||||||
Service cost | $ | — | $ | — | $ | — | $ | 0.1 | ||||
Interest cost | — | 0.1 | — | 0.1 | ||||||||
Amortization of prior service credit | (0.9 | ) | (0.4 | ) | (2.8 | ) | (0.3 | ) | ||||
Net periodic benefit gain | $ | (0.9 | ) | $ | (0.3 | ) | $ | (2.8 | ) | $ | (0.1 | ) |
|
2015 Grants | 2014 Grants | 2013 Grants | ||||
Expected Term | 6.00 years | 7.81 years | 7.81 years | |||
Volatility | 22.22 | % | 28.28 | % | 28.61 | % |
Dividend Yield | — | — | — | |||
Discount Rate | 1.79 | % | 2.21 | % | 2.13 | % |
Awards/Units (millions) | Weighted- Average Exercise Price | Aggregate Intrinsic Value (millions) | Weighted Average Remaining Contractual Life (years) | ||||||
Outstanding at January 1, 2015 | 17.1 | $ | 9.38 | ||||||
Granted | 1.2 | $ | 31.45 | ||||||
Exercised | (7.0 | ) | $ | 8.91 | |||||
Forfeited | — | $ | — | ||||||
Outstanding at September 30, 2015 | 11.3 | $ | 12.01 | ||||||
Vested and expected to vest at September 30, 2015 | 11.3 | $ | 12.01 | $ | 158.5 | 8.05 | |||
Exercisable at September 30, 2015 | 10.1 | $ | 9.70 | $ | 158.2 | 7.86 |
Awards (millions) | Weighted-Average Fair Value | ||||
Outstanding at January 1, 2015 | — | $ | — | ||
Granted | 1.7 | $ | 32.29 | ||
Vested | — | $ | — | ||
Forfeited | — | $ | — | ||
Outstanding at September 30, 2015 | 1.7 | $ | 32.29 |
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Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||
Exchange losses, net | $ | 23.7 | $ | 59.6 | $ | 90.2 | $ | 45.1 | ||||
Management fees and expenses | — | 0.8 | — | 2.4 | ||||||||
Impairment of real estate investment | — | — | 30.6 | — | ||||||||
Other miscellaneous | (4.8 | ) | 1.8 | (9.4 | ) | 17.6 | ||||||
Total | $ | 18.9 | $ | 62.2 | $ | 111.4 | $ | 65.1 |
|
Nine Months Ended September 30, | ||||
2015 | 2014 | |||
Effective Tax Rate | 45.2 | % | 35.0 | % |
|
September 30, 2015 | December 31, 2014 | |||||
Accounts receivable—trade, net | $ | 684.2 | $ | 638.3 | ||
Notes receivable | 33.0 | 45.5 | ||||
Other | 116.1 | 136.6 | ||||
Total | $ | 833.3 | $ | 820.4 |
|
September 30, 2015 | December 31, 2014 | |||||
Finished products | $ | 309.0 | $ | 323.7 | ||
Semi-finished products | 94.1 | 81.3 | ||||
Raw materials and supplies | 137.6 | 133.3 | ||||
Total | $ | 540.7 | $ | 538.3 |
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September 30, 2015 | December 31, 2014 | |||||
Property, plant and equipment | $ | 1,812.4 | $ | 1,858.2 | ||
Accumulated depreciation | (437.8 | ) | (344.1 | ) | ||
Property, plant, and equipment, net | $ | 1,374.6 | $ | 1,514.1 |
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September 30, 2015 | December 31, 2014 | |||||
Dollar Term Loan | $ | 2,148.3 | $ | 2,165.5 | ||
Euro Term Loan | 437.2 | 481.0 | ||||
Dollar Senior Notes | 750.0 | 750.0 | ||||
Euro Senior Notes | 279.5 | 305.3 | ||||
Short-term and other borrowings | 25.4 | 12.9 | ||||
Unamortized original issue discount | (15.6 | ) | (18.3 | ) | ||
Unamortized deferred financing costs, net | (71.3 | ) | (82.1 | ) | ||
$ | 3,553.5 | $ | 3,614.3 | |||
Less: | ||||||
Short term borrowings | $ | 21.3 | $ | 12.2 | ||
Current portion of long-term borrowings | 27.5 | 27.9 | ||||
Long-term debt | $ | 3,504.7 | $ | 3,574.2 |
Period | Euro Notes Percentage | |
2016 | 104.313 | % |
2017 | 102.875 | % |
2018 | 101.438 | % |
2019 and thereafter | 100.000 | % |
Period | Dollar Notes Percentage | |
2016 | 105.531 | % |
2017 | 103.688 | % |
2018 | 101.844 | % |
2019 and thereafter | 100.000 | % |
Remainder of 2015 | $ | 10.6 | |
2016 | 36.1 | ||
2017 | 29.6 | ||
2018 | 28.4 | ||
2019 | 27.7 | ||
Thereafter | 3,498.8 | ||
$ | 3,631.2 |
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September 30, 2015 | December 31, 2014 | |||||
Other assets: | ||||||
Interest rate swaps | $ | — | $ | 5.9 | ||
Total assets | $ | — | $ | 5.9 | ||
Other liabilities: | ||||||
Interest rate swaps | $ | 6.0 | $ | 1.5 | ||
Total liabilities | $ | 6.0 | $ | 1.5 |
September 30, 2015 | December 31, 2014 | |||||
Other assets: | ||||||
Interest rate cap | $ | — | $ | 0.1 | ||
Prepaid expenses and other: | ||||||
Foreign currency contracts | 1.6 | — | ||||
Total assets | $ | 1.6 | $ | 0.1 |
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, 2015 | Three Months Ended September 30, 2014 | Three Months Ended September 30, 2015 | Three Months Ended September 30, 2014 | Three Months Ended September 30, 2015 | Three Months Ended September 30, 2014 | ||||||||||||||
Interest rate contracts | $ | 3.5 | $ | (4.0 | ) | Interest expense, net | $ | 1.7 | $ | 1.7 | Interest expense, net | $ | 1.0 | $ | (0.9 | ) |
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, 2015 | Nine Months Ended September 30, 2014 | Nine Months Ended September 30, 2015 | Nine Months Ended September 30, 2014 | Nine Months Ended September 30, 2015 | Nine Months Ended September 30, 2014 | ||||||||||||||
Interest rate contracts | $ | 8.0 | $ | 1.0 | Interest expense, net | $ | 4.9 | $ | 4.9 | Interest expense, net | $ | 2.4 | $ | (0.2 | ) |
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 | 2015 | 2014 | 2015 | 2014 | ||||||||
Foreign currency forward contract | Other expense, net | $ | (4.4 | ) | $ | (0.3 | ) | $ | (6.3 | ) | $ | 1.6 | |
Interest rate cap | Interest expense, net | 0.1 | 0.2 | — | 3.3 | ||||||||
$ | (4.3 | ) | $ | (0.1 | ) | $ | (6.3 | ) | $ | 4.9 |
|
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||
Performance Coatings | ||||||||||||
Refinish | $ | 426.9 | $ | 478.1 | $ | 1,280.2 | $ | 1,384.4 | ||||
Industrial | 173.7 | 185.4 | 516.4 | 560.2 | ||||||||
Total Net sales Performance Coatings | 600.6 | 663.5 | 1,796.6 | 1,944.6 | ||||||||
Transportation Coatings | ||||||||||||
Light Vehicle | 303.7 | 342.5 | 984.1 | 1,045.5 | ||||||||
Commercial Vehicle | 96.0 | 102.9 | 302.9 | 292.8 | ||||||||
Total Net sales Transportation Coatings | 399.7 | 445.4 | 1,287.0 | 1,338.3 | ||||||||
Total Net sales | $ | 1,000.3 | $ | 1,108.9 | $ | 3,083.6 | $ | 3,282.9 |
Three Months Ended September 30, | ||||||||||||||||||
2015 | 2014 | |||||||||||||||||
Performance Coatings | Transportation Coatings | Total | Performance Coatings | Transportation Coatings | Total | |||||||||||||
Net sales (1) | $ | 600.6 | $ | 399.7 | $ | 1,000.3 | $ | 663.5 | $ | 445.4 | $ | 1,108.9 | ||||||
Equity in earnings in unconsolidated affiliates | 0.1 | — | 0.1 | 0.4 | 0.1 | 0.5 | ||||||||||||
Adjusted EBITDA (2) | 139.0 | 77.9 | 216.9 | 148.5 | 79.5 | 228.0 | ||||||||||||
Investment in unconsolidated affiliates | 5.5 | 6.8 | 12.3 | 8.3 | 7.6 | 15.9 |
Nine Months Ended September 30, | ||||||||||||||||||
2015 | 2014 | |||||||||||||||||
Performance Coatings | Transportation Coatings | Total | Performance Coatings | Transportation Coatings | Total | |||||||||||||
Net sales (1) | $ | 1,796.6 | $ | 1,287.0 | $ | 3,083.6 | $ | 1,944.6 | $ | 1,338.3 | $ | 3,282.9 | ||||||
Equity in earnings in unconsolidated affiliates | 0.4 | 0.5 | 0.9 | 0.9 | 0.4 | 1.3 | ||||||||||||
Adjusted EBITDA (2) | 408.2 | 246.2 | 654.4 | 409.7 | 226.1 | 635.8 | ||||||||||||
Investment in unconsolidated affiliates | 5.5 | 6.8 | 12.3 | 8.3 | 7.6 | 15.9 |
(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 (loss) before interest, taxes, depreciation and amortization and other unusual items impacting operating results. 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. Reconciliation of Adjusted EBITDA to income (loss) before income taxes follows: |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||
Income (loss) before income taxes | $ | 54.2 | $ | (10.8 | ) | $ | 107.3 | $ | 52.0 | |||
Interest expense, net | 50.8 | 52.6 | 150.0 | 166.5 | ||||||||
Depreciation and amortization | 75.4 | 76.2 | 225.5 | 229.1 | ||||||||
EBITDA | 180.4 | 118.0 | 482.8 | 447.6 | ||||||||
Inventory step-up (a) | 0.5 | — | 1.0 | — | ||||||||
Financing fees and debt extinguishment (b) | — | 3.0 | — | 6.1 | ||||||||
Foreign exchange remeasurement losses, net (c) | 23.7 | 59.6 | 90.2 | 45.1 | ||||||||
Long-term employee benefit plan adjustments (d) | (0.5 | ) | (4.7 | ) | (0.1 | ) | (0.2 | ) | ||||
Termination benefits and other employee related costs (e) | 0.8 | 3.2 | 19.3 | 9.1 | ||||||||
Consulting and advisory fees (f) | 7.2 | 8.8 | 17.1 | 29.5 | ||||||||
Transition related costs (g) | — | 33.5 | — | 81.0 | ||||||||
Offering related costs (h) | 1.4 | 3.2 | 3.1 | 3.2 | ||||||||
Other adjustments (i) | 3.7 | 2.6 | 14.8 | 13.6 | ||||||||
Dividends in respect of noncontrolling interest (j) | (0.3 | ) | — | (4.4 | ) | (1.6 | ) | |||||
Management fee expense (k) | — | 0.8 | — | 2.4 | ||||||||
Asset impairment (l) | — | — | 30.6 | — | ||||||||
Adjusted EBITDA | $ | 216.9 | $ | 228.0 | $ | 654.4 | $ | 635.8 |
(a) | During the nine months ended September 30, 2015, we recorded non-cash fair value inventory adjustments associated with our acquisitions. These amounts increased cost of goods sold by $0.5 million and $1.0 million for the three and nine months ended September 30, 2015, respectively. |
(b) | In connection with an amendment to the Senior Secured Credit Facilities in February 2014, we recognized $3.1 million of costs during the nine months ended September 30, 2014. At September 30, 2014, we prepaid $100.0 million of the outstanding New Dollar Term Loan and recorded a pre-tax loss on extinguishment of $3.0 million. |
(c) | Eliminates foreign exchange gains and losses resulting from the remeasurement of assets and liabilities denominated in foreign currencies. |
(d) | Eliminates the non-service cost components of long-term employee benefit costs. Additionally, we deducted a pension curtailment gain of $6.6 million recorded during the three and nine months ended September 30, 2014. |
(e) | Represents expenses primarily related to employee termination benefits and other employee-related costs. Termination benefits include the costs associated with our headcount initiatives associated with cost saving opportunities that were related to our transition to a standalone entity and our Axalta Way cost savings initiatives in 2015. |
(f) | Represents fees paid to consultants, advisors, and other third-party professional organizations for professional services. Amounts incurred for the three and nine months ended September 30, 2015 primarily relate to our Axalta Way cost savings initiatives. Amounts incurred for the three and nine months ended September 30, 2014 relate to our transition from DuPont to a standalone entity. |
(g) | Represents charges associated with the transition from DuPont to a standalone entity, including branding and marketing, information technology related costs, and facility transition costs. |
(h) | Represents costs associated with the offering of our common shares in the Carlyle Offerings. |
(i) | Represents costs for certain unusual or non-operational (gains) and losses, 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, stock-based compensation, equity investee dividends, indemnity losses associated with the Acquisition, and loss (gain) on sale and disposal of property, plant and equipment. |
(j) | Represents the payment of dividends to our joint venture partners by our consolidated entities that are not wholly owned. |
(k) | Pursuant to Axalta’s management agreement with Carlyle Investment for management and financial advisory services and oversight provided to Axalta and its subsidiaries, Axalta was required to pay an annual management fee of $3.0 million and out-of-pocket expenses. This agreement terminated upon completion of the IPO in November 2014. |
(l) | As a result of the currency devaluation in Venezuela, we evaluated the carrying values of our long-lived assets for impairment and recorded an impairment charge relating to a real estate investment of $30.6 million during the nine months ended September 30, 2015. See Note 9 for more information. |
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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 | ) |
Unrealized Currency Translation Adjustments | Pension and Other Long-term Employee Benefit Adjustments | Unrealized Gain (Loss) on Securities | Unrealized Gain on Derivatives | Accumulated Other Comprehensive Income (Loss) | |||||||||||
December 31, 2013 | $ | 24.3 | $ | 7.5 | $ | (0.9 | ) | $ | 3.1 | $ | 34.0 | ||||
Current year deferrals to AOCI | (36.1 | ) | 1.8 | 0.8 | 2.5 | (31.0 | ) | ||||||||
Reclassifications from AOCI to Net income | — | (0.1 | ) | — | (3.1 | ) | (3.2 | ) | |||||||
Net Change | (36.1 | ) | 1.7 | 0.8 | (0.6 | ) | (34.2 | ) | |||||||
September 30, 2014 | $ | (11.8 | ) | $ | 9.2 | $ | (0.1 | ) | $ | 2.5 | $ | (0.2 | ) |
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Performance Coatings | Transportation Coatings | Total | |||||||
December 31, 2014 | $ | 933.6 | $ | 67.5 | $ | 1,001.1 | |||
Goodwill from acquisitions | 17.1 | 0.7 | 17.8 | ||||||
Foreign currency translation | (69.4 | ) | (5.0 | ) | (74.4 | ) | |||
September 30, 2015 | $ | 881.3 | $ | 63.2 | $ | 944.5 |
September 30, 2015 | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted average amortization periods (years) | ||||||
Technology | $ | 412.5 | $ | (107.0 | ) | $ | 305.5 | 10.0 | ||
Trademarks - indefinite-lived | 284.4 | — | 284.4 | Indefinite | ||||||
Trademarks - definite-lived | 44.8 | (7.7 | ) | 37.1 | 14.7 | |||||
Customer relationships | 680.2 | (93.6 | ) | 586.6 | 19.3 | |||||
Non-compete agreements | 1.9 | (1.1 | ) | 0.8 | 4.6 | |||||
Total | $ | 1,423.8 | $ | (209.4 | ) | $ | 1,214.4 |
December 31, 2014 | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted average amortization periods (years) | ||||||
Technology | $ | 411.8 | $ | (76.3 | ) | $ | 335.5 | 10.0 | ||
Trademarks—indefinite-lived | 284.4 | — | 284.4 | Indefinite | ||||||
Trademarks—definite-lived | 41.8 | (5.5 | ) | 36.3 | 14.8 | |||||
Customer relationships | 713.9 | (71.3 | ) | 642.6 | 19.4 | |||||
Non-compete agreements | 2.0 | (0.8 | ) | 1.2 | 4.6 | |||||
Total | $ | 1,453.9 | $ | (153.9 | ) | $ | 1,300.0 |
Remainder of 2015 | $ | 20.0 | |
2016 | $ | 80.1 | |
2017 | $ | 79.8 | |
2018 | $ | 79.7 | |
2019 | $ | 79.7 |
|
Restructuring Rollforward | 2015 Activity | ||
Balance at December 31, 2014 | $ | 48.5 | |
Expense Recorded | 16.0 | ||
Payments Made | (28.7 | ) | |
Foreign Currency Changes | (4.8 | ) | |
Balance at September 30, 2015 | $ | 31.0 |
|
Pension Benefits | ||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||
Components of net periodic benefit (gain) cost: | ||||||||||||
Net periodic benefit (gain) cost: | ||||||||||||
Service cost | $ | 2.7 | $ | 3.8 | $ | 9.1 | $ | 12.3 | ||||
Interest cost | 3.9 | 6.1 | 13.1 | 18.0 | ||||||||
Expected return on plan assets | (3.7 | ) | (3.9 | ) | (11.0 | ) | (11.3 | ) | ||||
Amortization of actuarial (gain) loss, net | 0.2 | — | 0.7 | (0.2 | ) | |||||||
Amortization of prior service credit, net | — | — | (0.1 | ) | — | |||||||
Curtailment gain | — | (6.6 | ) | — | (6.6 | ) | ||||||
Net periodic benefit (gain) cost | $ | 3.1 | $ | (0.6 | ) | $ | 11.8 | $ | 12.2 |
Other Long-Term Employee Benefits | ||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||
Components of net periodic benefit gain: | ||||||||||||
Net periodic benefit gain: | ||||||||||||
Service cost | $ | — | $ | — | $ | — | $ | 0.1 | ||||
Interest cost | — | 0.1 | — | 0.1 | ||||||||
Amortization of prior service credit | (0.9 | ) | (0.4 | ) | (2.8 | ) | (0.3 | ) | ||||
Net periodic benefit gain | $ | (0.9 | ) | $ | (0.3 | ) | $ | (2.8 | ) | $ | (0.1 | ) |
|
2015 Grants | 2014 Grants | 2013 Grants | ||||
Expected Term | 6.00 years | 7.81 years | 7.81 years | |||
Volatility | 22.22 | % | 28.28 | % | 28.61 | % |
Dividend Yield | — | — | — | |||
Discount Rate | 1.79 | % | 2.21 | % | 2.13 | % |
Awards/Units (millions) | Weighted- Average Exercise Price | Aggregate Intrinsic Value (millions) | Weighted Average Remaining Contractual Life (years) | ||||||
Outstanding at January 1, 2015 | 17.1 | $ | 9.38 | ||||||
Granted | 1.2 | $ | 31.45 | ||||||
Exercised | (7.0 | ) | $ | 8.91 | |||||
Forfeited | — | $ | — | ||||||
Outstanding at September 30, 2015 | 11.3 | $ | 12.01 | ||||||
Vested and expected to vest at September 30, 2015 | 11.3 | $ | 12.01 | $ | 158.5 | 8.05 | |||
Exercisable at September 30, 2015 | 10.1 | $ | 9.70 | $ | 158.2 | 7.86 |
Awards (millions) | Weighted-Average Fair Value | ||||
Outstanding at January 1, 2015 | — | $ | — | ||
Granted | 1.7 | $ | 32.29 | ||
Vested | — | $ | — | ||
Forfeited | — | $ | — | ||
Outstanding at September 30, 2015 | 1.7 | $ | 32.29 |
|
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||
Exchange losses, net | $ | 23.7 | $ | 59.6 | $ | 90.2 | $ | 45.1 | ||||
Management fees and expenses | — | 0.8 | — | 2.4 | ||||||||
Impairment of real estate investment | — | — | 30.6 | — | ||||||||
Other miscellaneous | (4.8 | ) | 1.8 | (9.4 | ) | 17.6 | ||||||
Total | $ | 18.9 | $ | 62.2 | $ | 111.4 | $ | 65.1 |
|
Nine Months Ended September 30, | ||||
2015 | 2014 | |||
Effective Tax Rate | 45.2 | % | 35.0 | % |
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September 30, 2015 | December 31, 2014 | |||||
Accounts receivable—trade, net | $ | 684.2 | $ | 638.3 | ||
Notes receivable | 33.0 | 45.5 | ||||
Other | 116.1 | 136.6 | ||||
Total | $ | 833.3 | $ | 820.4 |
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September 30, 2015 | December 31, 2014 | |||||
Property, plant and equipment | $ | 1,812.4 | $ | 1,858.2 | ||
Accumulated depreciation | (437.8 | ) | (344.1 | ) | ||
Property, plant, and equipment, net | $ | 1,374.6 | $ | 1,514.1 |
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September 30, 2015 | December 31, 2014 | |||||
Dollar Term Loan | $ | 2,148.3 | $ | 2,165.5 | ||
Euro Term Loan | 437.2 | 481.0 | ||||
Dollar Senior Notes | 750.0 | 750.0 | ||||
Euro Senior Notes | 279.5 | 305.3 | ||||
Short-term and other borrowings | 25.4 | 12.9 | ||||
Unamortized original issue discount | (15.6 | ) | (18.3 | ) | ||
Unamortized deferred financing costs, net | (71.3 | ) | (82.1 | ) | ||
$ | 3,553.5 | $ | 3,614.3 | |||
Less: | ||||||
Short term borrowings | $ | 21.3 | $ | 12.2 | ||
Current portion of long-term borrowings | 27.5 | 27.9 | ||||
Long-term debt | $ | 3,504.7 | $ | 3,574.2 |
Remainder of 2015 | $ | 10.6 | |
2016 | 36.1 | ||
2017 | 29.6 | ||
2018 | 28.4 | ||
2019 | 27.7 | ||
Thereafter | 3,498.8 | ||
$ | 3,631.2 |
Period | Euro Notes Percentage | |
2016 | 104.313 | % |
2017 | 102.875 | % |
2018 | 101.438 | % |
2019 and thereafter | 100.000 | % |
Period | Dollar Notes Percentage | |
2016 | 105.531 | % |
2017 | 103.688 | % |
2018 | 101.844 | % |
2019 and thereafter | 100.000 | % |
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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, 2015 | Three Months Ended September 30, 2014 | Three Months Ended September 30, 2015 | Three Months Ended September 30, 2014 | Three Months Ended September 30, 2015 | Three Months Ended September 30, 2014 | ||||||||||||||
Interest rate contracts | $ | 3.5 | $ | (4.0 | ) | Interest expense, net | $ | 1.7 | $ | 1.7 | Interest expense, net | $ | 1.0 | $ | (0.9 | ) |
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, 2015 | Nine Months Ended September 30, 2014 | Nine Months Ended September 30, 2015 | Nine Months Ended September 30, 2014 | Nine Months Ended September 30, 2015 | Nine Months Ended September 30, 2014 | ||||||||||||||
Interest rate contracts | $ | 8.0 | $ | 1.0 | Interest expense, net | $ | 4.9 | $ | 4.9 | Interest expense, net | $ | 2.4 | $ | (0.2 | ) |
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 | 2015 | 2014 | 2015 | 2014 | ||||||||
Foreign currency forward contract | Other expense, net | $ | (4.4 | ) | $ | (0.3 | ) | $ | (6.3 | ) | $ | 1.6 | |
Interest rate cap | Interest expense, net | 0.1 | 0.2 | — | 3.3 | ||||||||
$ | (4.3 | ) | $ | (0.1 | ) | $ | (6.3 | ) | $ | 4.9 |
September 30, 2015 | December 31, 2014 | |||||
Other assets: | ||||||
Interest rate swaps | $ | — | $ | 5.9 | ||
Total assets | $ | — | $ | 5.9 | ||
Other liabilities: | ||||||
Interest rate swaps | $ | 6.0 | $ | 1.5 | ||
Total liabilities | $ | 6.0 | $ | 1.5 |
September 30, 2015 | December 31, 2014 | |||||
Other assets: | ||||||
Interest rate cap | $ | — | $ | 0.1 | ||
Prepaid expenses and other: | ||||||
Foreign currency contracts | 1.6 | — | ||||
Total assets | $ | 1.6 | $ | 0.1 |
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Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||
Performance Coatings | ||||||||||||
Refinish | $ | 426.9 | $ | 478.1 | $ | 1,280.2 | $ | 1,384.4 | ||||
Industrial | 173.7 | 185.4 | 516.4 | 560.2 | ||||||||
Total Net sales Performance Coatings | 600.6 | 663.5 | 1,796.6 | 1,944.6 | ||||||||
Transportation Coatings | ||||||||||||
Light Vehicle | 303.7 | 342.5 | 984.1 | 1,045.5 | ||||||||
Commercial Vehicle | 96.0 | 102.9 | 302.9 | 292.8 | ||||||||
Total Net sales Transportation Coatings | 399.7 | 445.4 | 1,287.0 | 1,338.3 | ||||||||
Total Net sales | $ | 1,000.3 | $ | 1,108.9 | $ | 3,083.6 | $ | 3,282.9 |
Three Months Ended September 30, | ||||||||||||||||||
2015 | 2014 | |||||||||||||||||
Performance Coatings | Transportation Coatings | Total | Performance Coatings | Transportation Coatings | Total | |||||||||||||
Net sales (1) | $ | 600.6 | $ | 399.7 | $ | 1,000.3 | $ | 663.5 | $ | 445.4 | $ | 1,108.9 | ||||||
Equity in earnings in unconsolidated affiliates | 0.1 | — | 0.1 | 0.4 | 0.1 | 0.5 | ||||||||||||
Adjusted EBITDA (2) | 139.0 | 77.9 | 216.9 | 148.5 | 79.5 | 228.0 | ||||||||||||
Investment in unconsolidated affiliates | 5.5 | 6.8 | 12.3 | 8.3 | 7.6 | 15.9 |
Nine Months Ended September 30, | ||||||||||||||||||
2015 | 2014 | |||||||||||||||||
Performance Coatings | Transportation Coatings | Total | Performance Coatings | Transportation Coatings | Total | |||||||||||||
Net sales (1) | $ | 1,796.6 | $ | 1,287.0 | $ | 3,083.6 | $ | 1,944.6 | $ | 1,338.3 | $ | 3,282.9 | ||||||
Equity in earnings in unconsolidated affiliates | 0.4 | 0.5 | 0.9 | 0.9 | 0.4 | 1.3 | ||||||||||||
Adjusted EBITDA (2) | 408.2 | 246.2 | 654.4 | 409.7 | 226.1 | 635.8 | ||||||||||||
Investment in unconsolidated affiliates | 5.5 | 6.8 | 12.3 | 8.3 | 7.6 | 15.9 |
(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 (loss) before interest, taxes, depreciation and amortization and other unusual items impacting operating results. 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. |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||
Income (loss) before income taxes | $ | 54.2 | $ | (10.8 | ) | $ | 107.3 | $ | 52.0 | |||
Interest expense, net | 50.8 | 52.6 | 150.0 | 166.5 | ||||||||
Depreciation and amortization | 75.4 | 76.2 | 225.5 | 229.1 | ||||||||
EBITDA | 180.4 | 118.0 | 482.8 | 447.6 | ||||||||
Inventory step-up (a) | 0.5 | — | 1.0 | — | ||||||||
Financing fees and debt extinguishment (b) | — | 3.0 | — | 6.1 | ||||||||
Foreign exchange remeasurement losses, net (c) | 23.7 | 59.6 | 90.2 | 45.1 | ||||||||
Long-term employee benefit plan adjustments (d) | (0.5 | ) | (4.7 | ) | (0.1 | ) | (0.2 | ) | ||||
Termination benefits and other employee related costs (e) | 0.8 | 3.2 | 19.3 | 9.1 | ||||||||
Consulting and advisory fees (f) | 7.2 | 8.8 | 17.1 | 29.5 | ||||||||
Transition related costs (g) | — | 33.5 | — | 81.0 | ||||||||
Offering related costs (h) | 1.4 | 3.2 | 3.1 | 3.2 | ||||||||
Other adjustments (i) | 3.7 | 2.6 | 14.8 | 13.6 | ||||||||
Dividends in respect of noncontrolling interest (j) | (0.3 | ) | — | (4.4 | ) | (1.6 | ) | |||||
Management fee expense (k) | — | 0.8 | — | 2.4 | ||||||||
Asset impairment (l) | — | — | 30.6 | — | ||||||||
Adjusted EBITDA | $ | 216.9 | $ | 228.0 | $ | 654.4 | $ | 635.8 |
(a) | During the nine months ended September 30, 2015, we recorded non-cash fair value inventory adjustments associated with our acquisitions. These amounts increased cost of goods sold by $0.5 million and $1.0 million for the three and nine months ended September 30, 2015, respectively. |
(b) | In connection with an amendment to the Senior Secured Credit Facilities in February 2014, we recognized $3.1 million of costs during the nine months ended September 30, 2014. At September 30, 2014, we prepaid $100.0 million of the outstanding New Dollar Term Loan and recorded a pre-tax loss on extinguishment of $3.0 million. |
(c) | Eliminates foreign exchange gains and losses resulting from the remeasurement of assets and liabilities denominated in foreign currencies. |
(d) | Eliminates the non-service cost components of long-term employee benefit costs. Additionally, we deducted a pension curtailment gain of $6.6 million recorded during the three and nine months ended September 30, 2014. |
(e) | Represents expenses primarily related to employee termination benefits and other employee-related costs. Termination benefits include the costs associated with our headcount initiatives associated with cost saving opportunities that were related to our transition to a standalone entity and our Axalta Way cost savings initiatives in 2015. |
(f) | Represents fees paid to consultants, advisors, and other third-party professional organizations for professional services. Amounts incurred for the three and nine months ended September 30, 2015 primarily relate to our Axalta Way cost savings initiatives. Amounts incurred for the three and nine months ended September 30, 2014 relate to our transition from DuPont to a standalone entity. |
(g) | Represents charges associated with the transition from DuPont to a standalone entity, including branding and marketing, information technology related costs, and facility transition costs. |
(h) | Represents costs associated with the offering of our common shares in the Carlyle Offerings. |
(i) | Represents costs for certain unusual or non-operational (gains) and losses, 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, stock-based compensation, equity investee dividends, indemnity losses associated with the Acquisition, and loss (gain) on sale and disposal of property, plant and equipment. |
(j) | Represents the payment of dividends to our joint venture partners by our consolidated entities that are not wholly owned. |
(k) | Pursuant to Axalta’s management agreement with Carlyle Investment for management and financial advisory services and oversight provided to Axalta and its subsidiaries, Axalta was required to pay an annual management fee of $3.0 million and out-of-pocket expenses. This agreement terminated upon completion of the IPO in November 2014. |
(l) | As a result of the currency devaluation in Venezuela, we evaluated the carrying values of our long-lived assets for impairment and recorded an impairment charge relating to a real estate investment of $30.6 million during the nine months ended September 30, 2015. See Note 9 for more information. |
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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 | ) |
Unrealized Currency Translation Adjustments | Pension and Other Long-term Employee Benefit Adjustments | Unrealized Gain (Loss) on Securities | Unrealized Gain on Derivatives | Accumulated Other Comprehensive Income (Loss) | |||||||||||
December 31, 2013 | $ | 24.3 | $ | 7.5 | $ | (0.9 | ) | $ | 3.1 | $ | 34.0 | ||||
Current year deferrals to AOCI | (36.1 | ) | 1.8 | 0.8 | 2.5 | (31.0 | ) | ||||||||
Reclassifications from AOCI to Net income | — | (0.1 | ) | — | (3.1 | ) | (3.2 | ) | |||||||
Net Change | (36.1 | ) | 1.7 | 0.8 | (0.6 | ) | (34.2 | ) | |||||||
September 30, 2014 | $ | (11.8 | ) | $ | 9.2 | $ | (0.1 | ) | $ | 2.5 | $ | (0.2 | ) |
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