Guarantor Non-Guarantor Subsidiary Financial Information | 3 Months Ended |
Mar. 31, 2015 |
Guarantor Non Guarantor Subsidary Financial Information [Abstract] | |
Guarantees [Text Block] | Guarantor/Non-Guarantor Subsidiary Financial Information |
The Company’s 6.625% First-Priority Senior Secured Notes due 2020, New First Lien Notes, 8.875% Senior Secured Notes due 2018 and 9.00% Second-Priority Senior Secured Notes due 2020 are guaranteed by certain of its U.S. subsidiaries. |
The following information contains the condensed consolidating financial information for Hexion Inc. (the parent), the combined subsidiary guarantors (Hexion Investments Inc.; Borden Chemical Foundry, LLC; Lawter International, Inc.; HSC Capital Corporation; Hexion International Inc.; Hexion CI Holding Company (China) LLC; NL COOP Holdings LLC and Oilfield Technology Group, Inc.) and the combined non-guarantor subsidiaries, which includes all of the Company’s foreign subsidiaries. |
All of the subsidiary guarantors are 100% owned by Hexion Inc. All guarantees are full and unconditional, and are joint and several. There are no significant restrictions on the ability of the Company to obtain funds from its domestic subsidiaries by dividend or loan. While the Company’s Australian, New Zealand and Brazilian subsidiaries are restricted in the payment of dividends and intercompany loans due to the terms of their credit facilities, there are no material restrictions on the Company’s ability to obtain cash from the remaining non-guarantor subsidiaries. |
These financial statements are prepared on the same basis as the consolidated financial statements of the Company except that investments in subsidiaries are accounted for using the equity method for purposes of the consolidating presentation. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions. |
This information includes allocations of corporate overhead to the combined non-guarantor subsidiaries based on net sales. Income tax expense has been provided on the combined non-guarantor subsidiaries based on actual effective tax rates. |
Corporate Changes |
In December 2014, Hexion U.S. Finance Corp. (“Hexion U.S.”), the issuer under the indentures governing the Company’s 6.625% First-Priority Senior Secured Notes due 2020 (the “First Lien Notes”), the Company’s 8.875% Senior Secured Notes due 2018 (the “Senior Secured Notes”) and the Company’s 9.00% Second-Priority Senior Secured Notes due 2020 (the “Second Lien Notes”), merged with and into Hexion Inc., its parent company, with Hexion Inc. remaining as the surviving entity. Pursuant to supplemental indentures, Hexion Inc. assumed all the obligations of Hexion U.S. under the indentures and the First Lien Notes, the Senior Secured Notes and the Second Lien Notes. |
The merger was accounted for as a transaction under common control as defined in the accounting guidance for business combinations. As a result, the Company has recasted its prior period guarantor/non-guarantor subsidiary financial information on a combined basis to reflect the merger of Hexion U.S. with and into Hexion Inc., resulting in the balances and activity previously reported in the Issuer column to be combined with the balances and activity reported in the Hexion Inc. column. |
Financial Statement Revisions |
The Company revised its Condensed Consolidating Statement of Operations for the three months ended March 31, 2014 to correct the amount of other comprehensive income reported in the Combined Guarantor Subsidiaries, Combined Non-Guarantor Subsidiaries and Eliminations columns. The revisions resulted in a decrease of $125, $115 and $240, respectively, to “Comprehensive loss”. |
These corrections, which the Company determined are not material to the previously issued financial statements, had no impact on the unaudited Condensed Consolidated Financial Statements or footnotes, except for the columns of the Condensed Consolidating Statement of Operations for the three months ended March 31, 2014. |
INC. |
31-Mar-15 |
CONDENSED CONSOLIDATING BALANCE SHEET (Unaudited) |
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| | | | | | | | | | | | | | | | | | | |
| Hexion | | Combined | | Combined | | Eliminations | | Consolidated |
Inc. | Subsidiary | Non-Guarantor |
| Guarantors | Subsidiaries |
Assets | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents (including restricted cash of $0 and $15, respectively) | $ | 25 | | | $ | — | | | $ | 142 | | | $ | — | | | $ | 167 | |
|
Short-term investments | — | | | — | | | 2 | | | — | | | 2 | |
|
Accounts receivable, net | 168 | | | — | | | 433 | | | — | | | 601 | |
|
Intercompany accounts receivable | 125 | | | — | | | 242 | | | (367 | ) | | — | |
|
Intercompany loans receivable - current portion | 19 | | | — | | | 26 | | | (45 | ) | | — | |
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Inventories: | | | | | | | — | | | — | |
|
Finished and in-process goods | 118 | | | — | | | 165 | | | — | | | 283 | |
|
Raw materials and supplies | 42 | | | — | | | 60 | | | — | | | 102 | |
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Other current assets | 19 | | | — | | | 43 | | | — | | | 62 | |
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Total current assets | 516 | | | — | | | 1,113 | | | (412 | ) | | 1,217 | |
|
Investment in unconsolidated entities | 164 | | | 34 | | | 23 | | | (179 | ) | | 42 | |
|
Deferred income taxes | — | | | — | | | 15 | | | — | | | 15 | |
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Other assets, net | 72 | | | 6 | | | 26 | | | — | | | 104 | |
|
Intercompany loans receivable | 1,227 | | | 28 | | | 20 | | | (1,275 | ) | | — | |
|
Property and equipment, net | 532 | | | — | | | 474 | | | — | | | 1,006 | |
|
Goodwill | 65 | | | — | | | 49 | | | — | | | 114 | |
|
Other intangible assets, net | 54 | | | — | | | 21 | | | — | | | 75 | |
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Total assets | $ | 2,630 | | | $ | 68 | | | $ | 1,741 | | | $ | (1,866 | ) | | $ | 2,573 | |
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Liabilities and Deficit | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Accounts payable | $ | 144 | | | $ | — | | | $ | 286 | | | $ | — | | | $ | 430 | |
|
Intercompany accounts payable | 241 | | | — | | | 126 | | | (367 | ) | | — | |
|
Debt payable within one year | 23 | | | — | | | 70 | | | — | | | 93 | |
|
Intercompany loans payable within one year | 26 | | | — | | | 19 | | | (45 | ) | | — | |
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Interest payable | 89 | | | — | | | 1 | | | — | | | 90 | |
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Income taxes payable | 5 | | | — | | | 24 | | | — | | | 29 | |
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Accrued payroll and incentive compensation | 43 | | | — | | | 37 | | | — | | | 80 | |
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Other current liabilities | 66 | | | — | | | 55 | | | — | | | 121 | |
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Total current liabilities | 637 | | | — | | | 618 | | | (412 | ) | | 843 | |
|
Long-term liabilities: | | | | | | | | | |
Long-term debt | 3,674 | | | — | | | 61 | | | — | | | 3,735 | |
|
Intercompany loans payable | 10 | | | 5 | | | 1,260 | | | (1,275 | ) | | — | |
|
Accumulated losses of unconsolidated subsidiaries in excess of investment | 566 | | | 179 | | | — | | | (745 | ) | | — | |
|
Long-term pension and post employment benefit obligations | 57 | | | — | | | 196 | | | — | | | 253 | |
|
Deferred income taxes | 10 | | | — | | | 7 | | | — | | | 17 | |
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Other long-term liabilities | 120 | | | — | | | 51 | | | — | | | 171 | |
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Total liabilities | 5,074 | | | 184 | | | 2,193 | | | (2,432 | ) | | 5,019 | |
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Total deficit | (2,444 | ) | | (116 | ) | | (450 | ) | | 566 | | | (2,444 | ) |
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Noncontrolling interest | — | | | — | | | (2 | ) | | — | | | (2 | ) |
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Total deficit | (2,444 | ) | | (116 | ) | | (452 | ) | | 566 | | | (2,446 | ) |
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Total liabilities and deficit | $ | 2,630 | | | $ | 68 | | | $ | 1,741 | | | $ | (1,866 | ) | | $ | 2,573 | |
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HEXION INC. |
31-Dec-14 |
CONDENSED CONSOLIDATING BALANCE SHEET |
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| | | | | | | | | | | | | | | | | | | |
| Hexion | | Combined | | Combined | | Eliminations | | Consolidated |
Inc. | Subsidiary | Non-Guarantor |
| Guarantors | Subsidiaries |
Assets | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents (including restricted cash of $0 and $14, respectively) | $ | 23 | | | $ | — | | | $ | 149 | | | $ | — | | | $ | 172 | |
|
Short-term investments | — | | | — | | | 7 | | | — | | | 7 | |
|
Accounts receivable, net | 174 | | | — | | | 417 | | | — | | | 591 | |
|
Intercompany accounts receivable | 118 | | | — | | | 138 | | | (256 | ) | | — | |
|
Intercompany loans receivable - current portion | 265 | | | — | | | 43 | | | (308 | ) | | — | |
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Inventories: | | | | | | | | | — | |
|
Finished and in-process goods | 117 | | | — | | | 173 | | | — | | | 290 | |
|
Raw materials and supplies | 46 | | | — | | | 64 | | | — | | | 110 | |
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Other current assets | 36 | | | — | | | 37 | | | — | | | 73 | |
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Total current assets | 779 | | | — | | | 1,028 | | | (564 | ) | | 1,243 | |
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Investment in unconsolidated entities | 234 | | | 34 | | | 29 | | | (249 | ) | | 48 | |
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Deferred income taxes | — | | | — | | | 18 | | | — | | | 18 | |
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Other assets, net | 76 | | | 6 | | | 28 | | | — | | | 110 | |
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Intercompany loans receivable | 1,046 | | | 28 | | | 17 | | | (1,091 | ) | | — | |
|
Property and equipment, net | 534 | | | — | | | 521 | | | — | | | 1,055 | |
|
Goodwill | 65 | | | — | | | 54 | | | — | | | 119 | |
|
Other intangible assets, net | 56 | | | — | | | 25 | | | — | | | 81 | |
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Total assets | $ | 2,790 | | | $ | 68 | | | $ | 1,720 | | | $ | (1,904 | ) | | $ | 2,674 | |
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Liabilities and Deficit | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Accounts payable | $ | 142 | | | $ | — | | | $ | 284 | | | $ | — | | | $ | 426 | |
|
Intercompany accounts payable | 138 | | | — | | | 118 | | | (256 | ) | | — | |
|
Debt payable within one year | 26 | | | — | | | 73 | | | — | | | 99 | |
|
Intercompany loans payable within one year | 43 | | | — | | | 265 | | | (308 | ) | | — | |
|
Interest payable | 81 | | | — | | | 1 | | | — | | | 82 | |
|
Income taxes payable | 6 | | | — | | | 6 | | | — | | | 12 | |
|
Accrued payroll and incentive compensation | 34 | | | — | | | 33 | | | — | | | 67 | |
|
Other current liabilities | 69 | | | — | | | 66 | | | — | | | 135 | |
|
Total current liabilities | 539 | | | — | | | 846 | | | (564 | ) | | 821 | |
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Long term liabilities: | | | | | | | | | |
Long-term debt | 3,674 | | | — | | | 61 | | | — | | | 3,735 | |
|
Intercompany loans payable | 36 | | | 6 | | | 1,049 | | | (1,091 | ) | | — | |
|
Accumulated losses of unconsolidated subsidiaries in excess of investment | 705 | | | 249 | | | — | | | (954 | ) | | — | |
|
Long-term pension and post employment benefit obligations | 59 | | | — | | | 219 | | | — | | | 278 | |
|
Deferred income taxes | 8 | | | — | | | 11 | | | — | | | 19 | |
|
Other long-term liabilities | 117 | | | — | | | 54 | | | — | | | 171 | |
|
Total liabilities | 5,138 | | | 255 | | | 2,240 | | | (2,609 | ) | | 5,024 | |
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Total Hexion Inc. shareholder’s deficit | (2,348 | ) | | (187 | ) | | (518 | ) | | 705 | | | (2,348 | ) |
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Noncontrolling interest | — | | | — | | | (2 | ) | | — | | | (2 | ) |
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Total deficit | (2,348 | ) | | (187 | ) | | (520 | ) | | 705 | | | (2,350 | ) |
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Total liabilities and deficit | $ | 2,790 | | | $ | 68 | | | $ | 1,720 | | | $ | (1,904 | ) | | $ | 2,674 | |
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INC. |
THREE MONTHS ENDED MARCH 31, 2015 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) |
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| | | | | | | | | | | | | | | | | | | |
| Hexion | | Combined | | Combined | | Eliminations | | Consolidated |
Inc. | Subsidiary | Non-Guarantor |
| Guarantors | Subsidiaries |
Net sales | $ | 465 | | | $ | — | | | $ | 663 | | | $ | (49 | ) | | $ | 1,079 | |
|
Cost of sales | 405 | | | — | | | 567 | | | (49 | ) | | 923 | |
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Gross profit | 60 | | | — | | | 96 | | | — | | | 156 | |
|
Selling, general and administrative expense | 35 | | | — | | | 47 | | | — | | | 82 | |
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Business realignment costs | 2 | | | — | | | 1 | | | — | | | 3 | |
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Other operating expense, net | 4 | | | — | | | 4 | | | — | | | 8 | |
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Operating income | 19 | | | — | | | 44 | | | — | | | 63 | |
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Interest expense, net | 75 | | | — | | | 2 | | | — | | | 77 | |
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Intercompany interest (income) expense, net | (20 | ) | | — | | | 20 | | | — | | | — | |
|
Other non-operating expense (income), net | 101 | | | — | | | (104 | ) | | — | | | (3 | ) |
|
(Loss) income before income tax and earnings (losses) from unconsolidated entities | (137 | ) | | — | | | 126 | | | — | | | (11 | ) |
|
Income tax (benefit) expense | (5 | ) | | — | | | 31 | | | — | | | 26 | |
|
(Loss) income before earnings (losses) from unconsolidated entities | (132 | ) | | — | | | 95 | | | — | | | (37 | ) |
|
Earnings (losses) from unconsolidated entities, net of taxes | 98 | | | 74 | | | (2 | ) | | (167 | ) | | 3 | |
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Net (loss) income | $ | (34 | ) | | $ | 74 | | | $ | 93 | | | $ | (167 | ) | | $ | (34 | ) |
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Comprehensive (loss) income | $ | (96 | ) | | $ | 74 | | | $ | 68 | | | $ | (142 | ) | | $ | (96 | ) |
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HEXION INC. |
THREE MONTHS ENDED MARCH 31, 2014 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) |
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| | | | | | | | | | | | | | | | | | | |
| Hexion | | Combined | | Combined | | Eliminations | | Consolidated |
Inc. | Subsidiary | Non-Guarantor |
| Guarantors | Subsidiaries |
Net sales | $ | 578 | | | $ | — | | | $ | 772 | | | $ | (57 | ) | | $ | 1,293 | |
|
Cost of sales | 505 | | | — | | | 678 | | | (57 | ) | | 1,126 | |
|
Gross profit | 73 | | | — | | | 94 | | | — | | | 167 | |
|
Selling, general and administrative expense | 27 | | | — | | | 67 | | | — | | | 94 | |
|
Business realignment costs | 5 | | | — | | | 1 | | | — | | | 6 | |
|
Other operating expense, net | 1 | | | — | | | 3 | | | — | | | 4 | |
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Operating income | 40 | | | — | | | 23 | | | — | | | 63 | |
|
Interest expense, net | 75 | | | — | | | 2 | | | — | | | 77 | |
|
Intercompany interest (income) expense, net | (25 | ) | | — | | | 25 | | | — | | | — | |
|
Other non-operating expense, net | — | | | — | | | 2 | | | — | | | 2 | |
|
Loss before income tax and (losses) earnings from unconsolidated entities | (10 | ) | | — | | | (6 | ) | | — | | | (16 | ) |
|
Income tax (benefit) expense | (5 | ) | | — | | | 11 | | | — | | | 6 | |
|
Loss before (losses) earnings from unconsolidated entities | (5 | ) | | — | | | (17 | ) | | — | | | (22 | ) |
|
(Losses) earnings from unconsolidated entities, net of taxes | (13 | ) | | (1 | ) | | 1 | | | 17 | | | 4 | |
|
Net loss | $ | (18 | ) | | $ | (1 | ) | | $ | (16 | ) | | $ | 17 | | | $ | (18 | ) |
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Comprehensive loss | $ | (15 | ) | | $ | (1 | ) | | $ | (7 | ) | | $ | 8 | | | $ | (15 | ) |
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INC. |
THREE MONTHS ENDED MARCH 31, 2015 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) |
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| | | | | | | | | | | | | | | | | | | |
| Hexion | | Combined | | Combined | | Eliminations | | Consolidated |
Inc. | Subsidiary | Non-Guarantor |
| Guarantors | Subsidiaries |
Cash flows (used in) provided by operating activities | $ | (28 | ) | | $ | 4 | | | $ | 63 | | | $ | (4 | ) | | $ | 35 | |
|
Cash flows provided by (used in) investing activities | | | | | | | | | |
Capital expenditures | (20 | ) | | — | | | (20 | ) | | — | | | (40 | ) |
|
Proceeds from the sale of investments, net | — | | | — | | | 4 | | | — | | | 4 | |
|
Return of capital from subsidiary from sales of accounts receivable | 59 | | (a) | — | | | — | | | (59 | ) | | — | |
|
| 39 | | | — | | | (16 | ) | | (59 | ) | | (36 | ) |
|
Cash flows (used in) provided by financing activities | | | | | | | | | |
Net short-term debt repayments | (3 | ) | | — | | | — | | | — | | | (3 | ) |
|
Borrowings of long-term debt | 100 | | | — | | | 19 | | | — | | | 119 | |
|
Repayments of long-term debt | (100 | ) | | — | | | (14 | ) | | — | | | (114 | ) |
|
Net intercompany loan (repayments) borrowings | (6 | ) | | — | | | 6 | | | — | | | — | |
|
Common stock dividends paid | — | | | (4 | ) | | — | | | 4 | | | — | |
|
Return of capital to parent from sales of accounts receivable | — | | | — | | | (59 | ) | (a) | 59 | | | — | |
|
| (9 | ) | | (4 | ) | | (48 | ) | | 63 | | | 2 | |
|
Effect of exchange rates on cash and cash equivalents | — | | | — | | | (5 | ) | | — | | | (5 | ) |
|
Increase (decrease) in cash and cash equivalents | 2 | | | — | | | (6 | ) | | — | | | (4 | ) |
|
Cash and cash equivalents (unrestricted) at beginning of period | 23 | | | — | | | 133 | | | — | | | 156 | |
|
Cash and cash equivalents (unrestricted) at end of period | $ | 25 | | | $ | — | | | $ | 127 | | | $ | — | | | $ | 152 | |
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| | | | | | | | | | | | | | | | | | | |
(a) | During the three months ended March 31, 2015, Hexion Inc. contributed receivables of $59 to a non-guarantor subsidiary as capital contributions, resulting in a non-cash transaction. During the three months ended March 31, 2015, the non-guarantor subsidiary sold the contributed receivables to certain banks under various supplier financing agreements. The cash proceeds were returned to Hexion Inc. by the non-guarantor subsidiary as a return of capital. The sale of receivables has been included within cash flows from operating activities on the Combined non-guarantor subsidiaries. The return of the cash proceeds from the sale of receivables has been included as a financing outflow and an investing inflow on the Combined Non-Guarantor Subsidiaries and Hexion Inc., respectively. | | | | | | | | | | | | | | | | | | |
HEXION INC. |
THREE MONTHS ENDED MARCH 31, 2014 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) |
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| | | | | | | | | | | | | | | | | | | |
| Hexion | | Combined | | Combined | | Eliminations | | Consolidated |
Inc. | Subsidiary | Non-Guarantor |
| Guarantors | Subsidiaries |
Cash flows (used in) provided by operating activities | $ | (120 | ) | | $ | 3 | | | $ | 18 | | | $ | (3 | ) | | $ | (102 | ) |
|
Cash flows provided by (used in) investing activities | | | | | | | | | |
Capital expenditures | (18 | ) | | — | | | (16 | ) | | — | | | (34 | ) |
|
Proceeds from sale of investments, net | — | | | — | | | 3 | | | — | | | 3 | |
|
Acquisition of businesses | (52 | ) | | — | | | — | | | — | | | (52 | ) |
|
Return of capital from subsidiary from sales of accounts receivable | 92 | | (a) | — | | | | | | (92 | ) | | — | |
|
| 22 | | | — | | | (13 | ) | | (92 | ) | | (83 | ) |
|
Cash flows (used in) provided by financing activities | | | | | | | | | |
Net short-term debt borrowings | — | | | — | | | 8 | | | — | | | 8 | |
|
Repayments of long-term debt | — | | | — | | | (3 | ) | | — | | | (3 | ) |
|
Net intercompany loan (repayments) borrowings | (23 | ) | | — | | | 23 | | | — | | | — | |
|
Common stock dividends paid | — | | | (3 | ) | | — | | | 3 | | | — | |
|
Return of capital to parent from sales of accounts receivable | — | | | — | | | (92 | ) | (a) | 92 | | | — | |
|
| (23 | ) | | (3 | ) | | (64 | ) | | 95 | | | 5 | |
|
Effect of exchange rates on cash and cash equivalents | — | | | — | | | (2 | ) | | — | | | (2 | ) |
|
Decrease in cash and cash equivalents | (121 | ) | | — | | | (61 | ) | | — | | | (182 | ) |
|
Cash and cash equivalents (unrestricted) at beginning of period | 170 | | | — | | | 209 | | | — | | | 379 | |
|
Cash and cash equivalents (unrestricted) at end of period | $ | 49 | | | $ | — | | | $ | 148 | | | $ | — | | | $ | 197 | |
|
| | | | | | | | | | | | | | | | | | | |
(a) | During the three months ended March 31, 2014, Hexion Inc. contributed receivables of $92 to a non-guarantor subsidiary as capital contributions, resulting in a non-cash transaction. During the three months ended March 31, 2014, the non-guarantor subsidiary sold the contributed receivables to certain banks under various supplier financing agreements. The cash proceeds were returned to Hexion Inc. by the non-guarantor subsidiary as a return of capital. The sale of receivables has been included within cash flows from operating activities on the Combined non-guarantor subsidiaries. The return of the cash proceeds from the sale of receivables has been included as a financing outflow and an investing inflow on the Combined Non-Guarantor Subsidiaries and Hexion Inc., respectively. | | | | | | | | | | | | | | | | | | |