Financial Statements of Guarantors and Issuers of Guaranteed Securities | 6 Months Ended |
Mar. 31, 2015 |
Financial Statements of Guarantors and Issuers of Guaranteed Securities | |
Financial Statements of Guarantors and Issuers of Guaranteed Securities | Financial Statements of Guarantors and Issuers of Guaranteed Securities |
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The following consolidating financial statements are presented pursuant to Rule 3—10 of Regulation S-X issued by the SEC. The consolidating financial statements reflect the Company’s financial position as of March 31, 2015 and September 30, 2014 and the results of operations, items of comprehensive income (loss) and cash flows for the three and six months ended March 31, 2015 and 2014. |
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As a result of the Ashland Distribution Acquisition, on March 31, 2011, the Issuers issued the Notes in an aggregate principal amount of $175.0 million. The Notes are fully and unconditionally guaranteed, jointly and severally, by Holdings, and its wholly owned subsidiary, Sub Holding. The guarantees are subject to release under certain customary defeasance provisions. Solutions is also the primary borrower under the Credit Facilities, which are guaranteed by Holdings and Sub Holding. Holdings and Sub Holding are also co-borrowers on a joint and several basis with Solutions under the Credit Facilities. The Co-issuer also is a guarantor under the Term Loan Facility. The Co-issuer (labeled "Finance" in the tables below) has no independent operations and no assets or liabilities for any of the periods presented herein. |
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There are no restrictions on the ability of Holdings’ subsidiaries, including the Issuers, to make investments in, or loans directly to, Holdings. The ability of Holdings’ subsidiaries, including the Issuers, to pay dividends to Holdings is restricted under the Company’s Credit Facilities, subject to certain customary exceptions. As an example, the restrictions under the Company's Term Loan Facility include that dividends may be made to Holdings (i) in an aggregate amount not to exceed the greater of $40.0 million and 3.25% of total assets, as defined, plus the amount of excluded contributions, as defined, received by Holdings prior to such payment; (ii) if the consolidated net leverage ratio, as defined, would be less than or equal to 3.0 to 1.0 after giving effect to such payment; and (iii) out of the available amount, as defined, if the consolidated net leverage ratio, as defined, would be less than or equal to 4.5 to 1.0 after giving effect to such payment. Payment of dividends described in the foregoing clauses (i), (ii) and (iii) (other than with excluded contributions, as defined) are prohibited if at the time of, or after giving effect to, the dividend, a default, as defined, would exist under the credit agreement for the Term Loan Facility. |
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The Co-Issuer is a wholly owned finance subsidiary of Solutions, which jointly and severally issued the securities. Prior to December 1, 2013, Sub Holding had no independent operations and minimal assets. Effective December 1, 2013, Sub Holding acquired 100% of CSD’s outstanding shares. Following the CSD Acquisition, CSD and each of its subsidiaries were converted to limited liability companies (the "CSD Conversion"). Following the CSD Conversion, Sub Holding assigned $23.0 million of its long-term debt to Solutions and contributed its ownership interest in CSD to Solutions in exchange for a participating preferred interest in Solutions (the "CSD Contribution"). The preferred interest participates with common interests as the equivalent of a 2% common interest, and also has a preference with respect to income and distributions from Solutions that provides an annual return equal to 8% on the value of the preferred interest at the time of the CSD Contribution. Following the CSD Contribution, CSD and its subsidiaries became wholly owned subsidiaries of Solutions and guarantors of the Notes. |
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Following the Archway Acquisition, Archway was converted to a limited liability company (the "Archway Conversion"). Following the Archway Conversion, Sub Holding assigned $36.0 million of its long-term debt to Solutions and contributed its ownership interest in Archway to Solutions in exchange for a participating preferred interest in Solutions (the "Archway Contribution"). The preferred interest participates with common interests as the equivalent of a 2% common interest, and also has a preference with respect to income and distributions from Solutions that provides an annual return equal to 8% on the value of the preferred interest at the time of the Archway Contribution. Following the Archway Contribution, Archway became a wholly owned subsidiary of Solutions and guarantor of the Notes. |
The remaining subsidiaries ("Non-Guarantor Subsidiaries") as of March 31, 2015 are not guarantors of the Notes. |
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The condensed consolidating financial statements for the Company are as follows: |
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Condensed Consolidating Balance Sheets at March 31, 2015 |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Holdings | | Finance | | Sub | | Solutions | | Non- | | Eliminations | | Consolidated |
Holding | Guarantor |
| Subsidiaries |
Assets | | | | | | | | | | | | | | | | | | | | |
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Current Assets | | | | | | | | | | | | | | | | | | | | |
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Cash and cash equivalents | $ | 0.4 | | | $ | — | | | $ | 0.4 | | | $ | 6.8 | | | $ | 43.8 | | | $ | — | | | $ | 51.4 | |
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Accounts and notes receivable, net | — | | | — | | | — | | | 411.9 | | | 146.6 | | | — | | | 558.5 | |
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Inventories | — | | | — | | | — | | | 253.2 | | | 102.1 | | | — | | | 355.3 | |
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Intercompany advances | — | | | — | | | — | | | 0.5 | | | — | | | (0.5 | ) | | — | |
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Other current assets | — | | | — | | | — | | | 8.1 | | | 15.6 | | | — | | | 23.7 | |
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Total current assets | 0.4 | | | — | | | 0.4 | | | 680.5 | | | 308.1 | | | (0.5 | ) | | 988.9 | |
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Property, plant and equipment, net | — | | | — | | | — | | | 208.3 | | | 12 | | | — | | | 220.3 | |
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Goodwill and other intangibles, net | — | | | — | | | — | | | 393 | | | 100.6 | | | — | | | 493.6 | |
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Other non-current assets | — | | | — | | | 0.3 | | | 22.9 | | | 0.6 | | | — | | | 23.8 | |
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Intercompany advances | — | | | — | | | — | | | 101.6 | | | — | | | (101.6 | ) | | — | |
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Investment in subsidiaries | 376 | | | — | | | 240.3 | | | 161.1 | | | — | | | (777.4 | ) | | — | |
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Total assets | $ | 376.4 | | | $ | — | | | $ | 241 | | | $ | 1,567.40 | | | $ | 421.3 | | | $ | (879.5 | ) | | $ | 1,726.60 | |
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Liabilities & Members’ Equity | | | | | | | | | | | | | | | | | | | | |
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Current Liabilities | | | | | | | | | | | | | | | | | | | | |
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Short-term borrowings and current portion of long- term debt | $ | 0.4 | | | $ | — | | | $ | 0.3 | | | $ | 6.4 | | | $ | 38 | | | $ | — | | | $ | 45.1 | |
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Intercompany advances | 0.4 | | | — | | | 0.1 | | | — | | | — | | | (0.5 | ) | | — | |
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Accounts payable, accrued expenses and other liabilities | — | | | — | | | 3.1 | | | 294.2 | | | 115.8 | | | — | | | 413.1 | |
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Total current liabilities | 0.8 | | | — | | | 3.5 | | | 300.6 | | | 153.8 | | | (0.5 | ) | | 458.2 | |
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Long-term debt | 117.2 | | | — | | | 42.4 | | | 752.3 | | | — | | | — | | | 911.9 | |
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Deferred income taxes | — | | | — | | | 84.4 | | | 0.4 | | | 2.8 | | | — | | | 87.6 | |
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Other non-current liabilities | — | | | — | | | — | | | 8.5 | | | 2 | | | — | | | 10.5 | |
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Intercompany advances | — | | | — | | | — | | | — | | | 101.6 | | | (101.6 | ) | | — | |
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Total liabilities | 118 | | | — | | | 130.3 | | | 1,061.80 | | | 260.2 | | | (102.1 | ) | | 1,468.20 | |
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Members’ Equity | | | | | | | | | | | | | | | | | | | | |
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Total members’ equity | 258.4 | | | — | | | 110.7 | | | 505.6 | | | 161.1 | | | (777.4 | ) | | 258.4 | |
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Total liabilities and members’ equity | $ | 376.4 | | | $ | — | | | $ | 241 | | | $ | 1,567.40 | | | $ | 421.3 | | | $ | (879.5 | ) | | $ | 1,726.60 | |
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Condensed Consolidating Balance Sheets at September 30, 2014 |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Holdings | | Finance | | Sub | | Solutions | | Non-Guarantor | | Eliminations | | Consolidated |
Holding | Subsidiaries |
Assets | | | | | | | | | | | | | | | | | | | |
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Current Assets | | | | | | | | | | | | | | | | | | | |
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Cash and cash equivalents | $ | 0.9 | | | $ | — | | | $ | — | | | $ | 40.1 | | | $ | 47.2 | | | $ | — | | | $ | 88.2 | |
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Accounts and notes receivable, net | — | | | — | | | — | | | 458.8 | | | 177.8 | | | — | | | 636.6 | |
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Inventories | — | | | — | | | — | | | 266.6 | | | 123.3 | | | — | | | 389.9 | |
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Intercompany advances | — | | | — | | | 1.6 | | | 0.6 | | | — | | | (2.2 | ) | | — | |
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Other current assets | — | | | — | | | 0.1 | | | 14 | | | 19.4 | | | — | | | 33.5 | |
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Total current assets | 0.9 | | | — | | | 1.7 | | | 780.1 | | | 367.7 | | | (2.2 | ) | | 1,148.20 | |
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Property, plant and equipment, net | — | | | — | | | — | | | 211.1 | | | 12.9 | | | — | | | 224 | |
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Goodwill and other intangibles, net | — | | | — | | | — | | | 398.5 | | | 108.4 | | | — | | | 506.9 | |
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Other non-current assets | — | | | — | | | 0.4 | | | 25.9 | | | 0.7 | | | — | | | 27 | |
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Intercompany advances | — | | | — | | | — | | | 97.9 | | | — | | | (97.9 | ) | | — | |
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Investment in subsidiaries | 437.3 | | | — | | | 242 | | | 183.8 | | | — | | | (863.1 | ) | | — | |
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Total assets | $ | 438.2 | | | $ | — | | | $ | 244.1 | | | $ | 1,697.30 | | | $ | 489.7 | | | $ | (963.2 | ) | | $ | 1,906.10 | |
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Liabilities & Members’ Equity | | | | | | | | | | | | | | | | | | | |
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Current Liabilities | | | | | | | | | | | | | | | | | | | |
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Short-term borrowings and current portion of long-term debt | $ | 0.4 | | | $ | — | | | $ | 0.3 | | | $ | 6.1 | | | $ | 47.6 | | | $ | — | | | $ | 54.4 | |
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Intercompany advances | 0.4 | | | — | | | 0.1 | | | 1.7 | | | — | | | (2.2 | ) | | — | |
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Accounts payable, accrued expenses and other liabilities | 0.1 | | | — | | | 8.7 | | | 362.5 | | | 141.8 | | | — | | | 513.1 | |
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Total current liabilities | 0.9 | | | — | | | 9.1 | | | 370.3 | | | 189.4 | | | (2.2 | ) | | 567.5 | |
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Long-term debt | 115.8 | | | — | | | 42.5 | | | 751.1 | | | 9 | | | — | | | 918.4 | |
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Deferred income taxes | — | | | — | | | 80.9 | | | 0.2 | | | 3.8 | | | — | | | 84.9 | |
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Other non-current liabilities | — | | | — | | | — | | | 7.7 | | | 2.8 | | | — | | | 10.5 | |
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Intercompany advances | — | | | — | | | 0.3 | | | — | | | 97.6 | | | (97.9 | ) | | — | |
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Total liabilities | 116.7 | | | — | | | 132.8 | | | 1,129.30 | | | 302.6 | | | (100.1 | ) | | 1,581.30 | |
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Redeemable noncontrolling interest | — | | | — | | | — | | | — | | | 3.3 | | | — | | | 3.3 | |
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Members’ Equity | | | | | | | | | | | | | | | | | | | |
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Total members’ equity | 321.5 | | | — | | | 111.3 | | | 568 | | | 183.8 | | | (863.1 | ) | | 321.5 | |
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Total liabilities and members’ equity | $ | 438.2 | | | $ | — | | | $ | 244.1 | | | $ | 1,697.30 | | | $ | 489.7 | | | $ | (963.2 | ) | | $ | 1,906.10 | |
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Condensed Consolidating Statements of Operations |
For the Three Months Ended March 31, 2015 |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Holdings | | Finance | | Sub | | Solutions | | Non- | | Eliminations | | Consolidated |
Holding | Guarantor |
| Subsidiaries |
Sales and operating revenues | $ | — | | | $ | — | | | $ | — | | | $ | 777.4 | | | $ | 235.4 | | | $ | — | | | $ | 1,012.80 | |
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Cost of sales and operating expenses | — | | | — | | | — | | | 693.6 | | | 220 | | | — | | | 913.6 | |
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Gross profit | — | | | — | | | — | | | 83.8 | | | 15.4 | | | — | | | 99.2 | |
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Selling, general and administrative expenses and transaction related costs | — | | | — | | | 0.3 | | | 69.2 | | | 12.5 | | | — | | | 82 | |
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Operating income (loss) | — | | | — | | | (0.3 | ) | | 14.6 | | | 2.9 | | | — | | | 17.2 | |
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Other income (expense): | | | | | | | | | | | | | | | | | | | | |
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Interest expense, net | (0.9 | ) | | — | | | (0.4 | ) | | (13.3 | ) | | (1.6 | ) | | — | | | (16.2 | ) |
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Equity in earnings of subsidiaries | 0.3 | | | — | | | 1.3 | | | 0.3 | | | — | | | (1.9 | ) | | — | |
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Other income | — | | | — | | | 0.5 | | | (0.5 | ) | | 0.2 | | | — | | | 0.2 | |
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Income (loss) from continuing operations before income taxes | (0.6 | ) | | — | | | 1.1 | | | 1.1 | | | 1.5 | | | (1.9 | ) | | 1.2 | |
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Income tax expense (benefit) | — | | | — | | | 0.5 | | | (0.2 | ) | | 1.5 | | | — | | | 1.8 | |
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Net income (loss) from continuing operations | (0.6 | ) | | — | | | 0.6 | | | 1.3 | | | — | | | (1.9 | ) | | (0.6 | ) |
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Net income from discontinued operations, net of tax | — | | | — | | | — | | | (0.3 | ) | | 0.3 | | | — | | | — | |
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Net income (loss) | (0.6 | ) | | — | | | 0.6 | | | 1 | | | 0.3 | | | (1.9 | ) | | (0.6 | ) |
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Net income attributable to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | — | |
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Net income (loss) attributable to Nexeo Solutions Holdings, LLC and subsidiaries | $ | (0.6 | ) | | $ | — | | | $ | 0.6 | | | $ | 1 | | | $ | 0.3 | | | $ | (1.9 | ) | | $ | (0.6 | ) |
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Condensed Consolidating Statements of Comprehensive Income (Loss) |
For the Three Months Ended March 31, 2015 |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Holdings | | Finance | | Sub | | Solutions | | Non- | | Eliminations | | Consolidated |
Holding | Guarantor |
| Subsidiaries |
Net income (loss) | $ | (0.6 | ) | | $ | — | | | $ | 0.6 | | | $ | 1 | | | $ | 0.3 | | | $ | (1.9 | ) | | $ | (0.6 | ) |
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Unrealized foreign currency translation gain, net of tax | (15.6 | ) | | — | | | — | | | (15.6 | ) | | (14.8 | ) | | 30.4 | | | (15.6 | ) |
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Unrealized gain on interest rate hedges | — | | | — | | | — | | | — | | | — | | | — | | | — | |
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Other comprehensive loss, net of tax | (15.6 | ) | | — | | | — | | | (15.6 | ) | | (14.8 | ) | | 30.4 | | | (15.6 | ) |
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Total comprehensive income (loss), net of tax | (16.2 | ) | | — | | | 0.6 | | | (14.6 | ) | | (14.5 | ) | | 28.5 | | | (16.2 | ) |
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Comprehensive income attributable to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | — | |
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Total comprehensive income (loss) attributable to Nexeo Solutions Holdings, LLC and subsidiaries, net of tax | $ | (16.2 | ) | | $ | — | | | $ | 0.6 | | | $ | (14.6 | ) | | $ | (14.5 | ) | | $ | 28.5 | | | $ | (16.2 | ) |
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Condensed Consolidating Statements of Operations |
For the Three Months Ended March 31, 2014 |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Holdings | | Finance | | Sub Holding | | Solutions | | Non- | | Eliminations | | Consolidated |
Guarantor |
Subsidiaries |
Sales and operating revenues | $ | — | | | $ | — | | | $ | — | | | $ | 827 | | | $ | 296.8 | | | $ | — | | | $ | 1,123.80 | |
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Cost of sales and operating expenses | — | | | — | | | — | | | 749.2 | | | 273.3 | | | — | | | 1,022.50 | |
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Gross profit | — | | | — | | | — | | | 77.8 | | | 23.5 | | | — | | | 101.3 | |
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Selling, general and administrative expenses and transaction related costs | — | | | — | | | — | | | 68.7 | | | 16.7 | | | — | | | 85.4 | |
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Operating income | — | | | — | | | — | | | 9.1 | | | 6.8 | | | — | | | 15.9 | |
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Other income (expense): | | | | | | | | | | | | | | | | | | | | |
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Interest expense, net | (0.4 | ) | | — | | | (0.2 | ) | | (12.7 | ) | | (2.4 | ) | | — | | | (15.7 | ) |
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Equity in earnings of subsidiaries | 1.6 | | | — | | | — | | | 3.9 | | | — | | | (5.5 | ) | | — | |
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Other income | — | | | — | | | — | | | 0.2 | | | 0.2 | | | — | | | 0.4 | |
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Income (loss) from continuing operations before income taxes | 1.2 | | | — | | | (0.2 | ) | | 0.5 | | | 4.6 | | | (5.5 | ) | | 0.6 | |
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Income tax expense | — | | | — | | | — | | | 0.1 | | | 0.8 | | | — | | | 0.9 | |
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Net income (loss) from continuing operations | 1.2 | | | — | | | (0.2 | ) | | 0.4 | | | 3.8 | | | (5.5 | ) | | (0.3 | ) |
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Net income from discontinued operations, net of tax | — | | | — | | | — | | | 1.4 | | | 0.1 | | | — | | | 1.5 | |
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Net income (loss) | 1.2 | | | — | | | (0.2 | ) | | 1.8 | | | 3.9 | | | (5.5 | ) | | 1.2 | |
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Net loss attributable to noncontrolling interest | 0.2 | | | — | | | — | | | 0.2 | | | 0.2 | | | (0.4 | ) | | 0.2 | |
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Net income (loss) attributable to Nexeo Solutions Holdings, LLC and subsidiaries | $ | 1.4 | | | $ | — | | | $ | (0.2 | ) | | $ | 2 | | | $ | 4.1 | | | $ | (5.9 | ) | | $ | 1.4 | |
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Condensed Consolidating Statements of Comprehensive Income (Loss) |
For the Three Months Ended March 31, 2014 |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Holdings | | Finance | | Sub Holding | | Solutions | | Non- | | Eliminations | | Consolidated |
Guarantor |
Subsidiaries |
Net income (loss) | $ | 1.2 | | | $ | — | | | $ | (0.2 | ) | | $ | 1.8 | | | $ | 3.9 | | | $ | (5.5 | ) | | $ | 1.2 | |
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Unrealized foreign currency translation gain, net of tax | (2.3 | ) | | — | | | — | | | (2.3 | ) | | (2.0 | ) | | 4.3 | | | (2.3 | ) |
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Unrealized gain on interest rate hedges, net of tax | 0.1 | | | — | | | — | | | 0.1 | | | — | | | (0.1 | ) | | 0.1 | |
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Other comprehensive loss, net of tax | (2.2 | ) | | — | | | — | | | (2.2 | ) | | (2.0 | ) | | 4.2 | | | (2.2 | ) |
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Total comprehensive income (loss), net of tax | (1.0 | ) | | — | | | (0.2 | ) | | (0.4 | ) | | 1.9 | | | (1.3 | ) | | (1.0 | ) |
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Comprehensive income attributable to noncontrolling interest, net of tax | 0.4 | | | — | | | — | | | 0.4 | | | 0.4 | | | (0.8 | ) | | 0.4 | |
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Total comprehensive income (loss) attributable to Nexeo Solutions Holdings, LLC and subsidiaries, net of tax | $ | (0.6 | ) | | $ | — | | | $ | (0.2 | ) | | $ | — | | | $ | 2.3 | | | $ | (2.1 | ) | | $ | (0.6 | ) |
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Condensed Consolidating Statements of Operations |
For the Six Months Ended March 31, 2015 |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Holdings | | Finance | | Sub | | Solutions | | Non- | | Eliminations | | Consolidated |
Holding | Guarantor |
| Subsidiaries |
Sales and operating revenues | $ | — | | | $ | — | | | $ | — | | | $ | 1,554.20 | | | $ | 476.3 | | | $ | — | | | $ | 2,030.50 | |
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Cost of sales and operating expenses | — | | | — | | | — | | | 1,392.40 | | | 446.9 | | | — | | | 1,839.30 | |
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Gross profit | — | | | — | | | — | | | 161.8 | | | 29.4 | | | — | | | 191.2 | |
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Selling, general and administrative expenses and transaction related costs | — | | | — | | | 0.3 | | | 138.1 | | | 27.3 | | | — | | | 165.7 | |
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Operating income (loss) | — | | | — | | | (0.3 | ) | | 23.7 | | | 2.1 | | | — | | | 25.5 | |
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Other income (expense): | | | | | | | | | | | | | | | | | | | | |
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Interest expense, net | (1.8 | ) | | — | | | (0.8 | ) | | (26.7 | ) | | (3.3 | ) | | — | | | (32.6 | ) |
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Equity in earnings of subsidiaries | (6.3 | ) | | — | | | (0.8 | ) | | (2.3 | ) | | — | | | 9.4 | | | — | |
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Other income | — | | | — | | | 0.5 | | | (0.2 | ) | | 0.4 | | | — | | | 0.7 | |
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Loss from continuing operations before income taxes | (8.1 | ) | | — | | | (1.4 | ) | | (5.5 | ) | | (0.8 | ) | | 9.4 | | | (6.4 | ) |
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Income tax expense (benefit) | — | | | — | | | (0.6 | ) | | 0.1 | | | 1.4 | | | — | | | 0.9 | |
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Net loss from continuing operations | (8.1 | ) | | — | | | (0.8 | ) | | (5.6 | ) | | (2.2 | ) | | 9.4 | | | (7.3 | ) |
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Net loss from discontinued operations, net of tax | — | | | — | | | — | | | (0.7 | ) | | (0.1 | ) | | — | | | (0.8 | ) |
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Net Loss | $ | (8.1 | ) | | $ | — | | | $ | (0.8 | ) | | $ | (6.3 | ) | | $ | (2.3 | ) | | $ | 9.4 | | | $ | (8.1 | ) |
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Condensed Consolidating Statements of Comprehensive Income (Loss) |
For the Six Months Ended March 31, 2015 |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Holdings | | Finance | | Sub | | Solutions | | Non- | | Eliminations | | Consolidated |
Holding | Guarantor |
| Subsidiaries |
Net loss | $ | (8.1 | ) | | $ | — | | | $ | (0.8 | ) | | $ | (6.3 | ) | | $ | (2.3 | ) | | $ | 9.4 | | | $ | (8.1 | ) |
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Unrealized foreign currency translation loss, net of tax | (24.9 | ) | | — | | | — | | | (24.9 | ) | | (23.6 | ) | | 48.5 | | | (24.9 | ) |
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Unrealized gain on interest rate hedges, net of tax | 0.1 | | | — | | | — | | | 0.1 | | | — | | | (0.1 | ) | | 0.1 | |
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Other comprehensive loss, net of tax | (24.8 | ) | | — | | | — | | | (24.8 | ) | | (23.6 | ) | | 48.4 | | | (24.8 | ) |
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Total comprehensive loss, net of tax | (32.9 | ) | | — | | | (0.8 | ) | | (31.1 | ) | | (25.9 | ) | | 57.8 | | | (32.9 | ) |
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Comprehensive loss attributable to noncontrolling interest, net of tax | 0.1 | | | — | | | — | | | 0.1 | | | 0.1 | | | (0.2 | ) | | 0.1 | |
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Total comprehensive loss attributable to Nexeo Solutions Holdings, LLC and subsidiaries, net of tax | $ | (32.8 | ) | | $ | — | | | $ | (0.8 | ) | | $ | (31.0 | ) | | $ | (25.8 | ) | | $ | 57.6 | | | $ | (32.8 | ) |
|
Condensed Consolidating Statements of Operations |
For the Six Months Ended March 31, 2014 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Holdings | | Finance | | Sub | | Solutions | | Non- | | Eliminations | | Consolidated |
Holding | Guarantor |
| Subsidiaries |
Sales and operating revenues | $ | — | | | $ | — | | | $ | — | | | $ | 1,542.60 | | | $ | 623.5 | | | $ | — | | | $ | 2,166.10 | |
|
Cost of sales and operating expenses | — | | | — | | | — | | | 1,402.20 | | | 575.5 | | | — | | | 1,977.70 | |
|
Gross profit | — | | | — | | | — | | | 140.4 | | | 48 | | | — | | | 188.4 | |
|
Selling, general and administrative expenses and transaction related costs | — | | | — | | | 3.4 | | | 135.6 | | | 30 | | | — | | | 169 | |
|
Operating income (loss) | — | | | — | | | (3.4 | ) | | 4.8 | | | 18 | | | — | | | 19.4 | |
|
Other income (expense): | | | | | | | | | | | | | | | | | | | |
|
Interest expense, net | (0.5 | ) | | — | | | (0.4 | ) | | (24.6 | ) | | (4.5 | ) | | — | | | (30.0 | ) |
|
Equity in earnings of subsidiaries | (9.5 | ) | | — | | | — | | | 10.7 | | | — | | | (1.2 | ) | | — | |
|
Other income | — | | | — | | | — | | | 0.4 | | | 0.4 | | | — | | | 0.8 | |
|
Income (loss) from continuing operations before income taxes | (10.0 | ) | | — | | | (3.8 | ) | | (8.7 | ) | | 13.9 | | | (1.2 | ) | | (9.8 | ) |
|
Income tax expense (benefit) | — | | | — | | | (0.5 | ) | | 0.2 | | | 3.5 | | | — | | | 3.2 | |
|
Net income (loss) from continuing operations | (10.0 | ) | | — | | | (3.3 | ) | | (8.9 | ) | | 10.4 | | | (1.2 | ) | | (13.0 | ) |
|
Net income from discontinued operations, net of tax | — | | | — | | | — | | | 2.7 | | | 0.3 | | | — | | | 3 | |
|
Net income (loss) | (10.0 | ) | | — | | | (3.3 | ) | | (6.2 | ) | | 10.7 | | | (1.2 | ) | | (10.0 | ) |
|
Net income attributable to noncontrolling interest | (1.5 | ) | | — | | | — | | | (1.5 | ) | | (1.5 | ) | | 3 | | | (1.5 | ) |
|
Net income (loss) attributable to Nexeo Solutions Holdings, LLC and subsidiaries | $ | (11.5 | ) | | $ | — | | | $ | (3.3 | ) | | $ | (7.7 | ) | | $ | 9.2 | | | $ | 1.8 | | | $ | (11.5 | ) |
|
Condensed Consolidating Statements of Comprehensive Income (Loss) |
For the Six Months Ended March 31, 2014 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Holdings | | Finance | | Sub | | Solutions | | Non- | | Eliminations | | Consolidated |
Holding | Guarantor |
| Subsidiaries |
Net income (loss) | $ | (10.0 | ) | | $ | — | | | $ | (3.3 | ) | | $ | (6.2 | ) | | $ | 10.7 | | | $ | (1.2 | ) | | $ | (10.0 | ) |
|
Unrealized foreign currency translation gain, net of tax | (1.2 | ) | | — | | | — | | | (1.2 | ) | | (0.4 | ) | | 1.6 | | | (1.2 | ) |
|
Unrealized gain on interest rate hedges, net of tax | 0.2 | | | — | | | — | | | 0.2 | | | — | | | (0.2 | ) | | 0.2 | |
|
Other comprehensive loss, net of tax | (1.0 | ) | | — | | | — | | | (1.0 | ) | | (0.4 | ) | | 1.4 | | | (1.0 | ) |
|
Total comprehensive income (loss), net of tax | (11.0 | ) | | — | | | (3.3 | ) | | (7.2 | ) | | 10.3 | | | 0.2 | | | (11.0 | ) |
|
Comprehensive income attributable to noncontrolling interest, net of tax | (1.4 | ) | | — | | | — | | | (1.4 | ) | | (1.4 | ) | | 2.8 | | | (1.4 | ) |
|
Total comprehensive income (loss) attributable to Nexeo Solutions Holdings, LLC and subsidiaries, net of tax | $ | (12.4 | ) | | $ | — | | | $ | (3.3 | ) | | $ | (8.6 | ) | | $ | 8.9 | | | $ | 3 | | | $ | (12.4 | ) |
|
Condensed Consolidating Statements of Cash Flows For the Six Months Ended March 31, 2015 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Holdings | | Finance | | Sub | | Solutions | | Non- | | Eliminations | | Consolidated |
Holding | Guarantor Subsidiaries |
Cash Flows From Operations | | | | | | | | | | | | | | | | | | | | |
|
Net cash used in operating activities from continuing operations | $ | (1.8 | ) | | $ | — | | | $ | (1.3 | ) | | $ | 21.4 | | | $ | 16.9 | | | $ | (1.0 | ) | | $ | 34.2 | |
|
Net cash used in operating activities from discontinued operations | — | | | — | | | — | | | (0.5 | ) | | (0.1 | ) | | — | | | (0.6 | ) |
|
Net cash used in operating activities | (1.8 | ) | | — | | | (1.3 | ) | | 20.9 | | | 16.8 | | | (1.0 | ) | | 33.6 | |
|
Cash Flows From Investing Activities | | | | | | | | | | | | | | | | | | | | |
|
Additions to property and equipment | — | | | — | | | — | | | (18.6 | ) | | (1.2 | ) | | — | | | (19.8 | ) |
|
Proceeds from the disposal of property and equipment | — | | | — | | | — | | | 1.7 | | | — | | | — | | | 1.7 | |
|
Investment in subsidiaries | (0.1 | ) | | — | | | — | | | (34.3 | ) | | — | | | 34.4 | | | — | |
|
Net cash used in investing activities | (0.1 | ) | | — | | | — | | | (51.2 | ) | | (1.2 | ) | | 34.4 | | | (18.1 | ) |
|
Cash Flows From Financing Activities | | | | | | | | | | | | | | | | | | | | |
|
Proceeds from short-term debt | — | | | — | | | — | | | — | | | 103.5 | | | — | | | 103.5 | |
|
Repayments of short-term debt | — | | | — | | | — | | | — | | | (112.3 | ) | | — | | | (112.3 | ) |
|
Investment from parent | — | | | — | | | 0.1 | | | — | | | 34.3 | | | (34.4 | ) | | — | |
|
Purchase of additional equity interest in Nexeo Plaschem | — | | | — | | | — | | | — | | | (34.3 | ) | | — | | | (34.3 | ) |
|
Preferred interest payment | — | | | — | | | — | | | (1.0 | ) | | — | | | 1 | | | — | |
|
Transfers to/from affiliates | — | | | — | | | 1.7 | | | (1.7 | ) | | — | | | — | | | — | |
|
Proceeds from issuance of long-term debt | 1.6 | | | — | | | 1 | | | 390.6 | | | 88.2 | | | — | | | 481.4 | |
|
Repayment of long-term debt | (0.2 | ) | | — | | | (1.1 | ) | | (390.9 | ) | | (94.9 | ) | | — | | | (487.1 | ) |
|
Net cash provided by (used in) financing activities | 1.4 | | | — | | | 1.7 | | | (3.0 | ) | | (15.5 | ) | | (33.4 | ) | | (48.8 | ) |
|
Effect of exchange rate changes on cash | — | | | — | | | — | | | — | | | (3.5 | ) | | — | | | (3.5 | ) |
|
Increase (Decrease) in Cash | (0.5 | ) | | — | | | 0.4 | | | (33.3 | ) | | (3.4 | ) | | — | | | (36.8 | ) |
|
Beginning Cash Balance | 0.9 | | | — | | | — | | | 40.1 | | | 47.2 | | | — | | | 88.2 | |
|
Ending Cash Balance | $ | 0.4 | | | $ | — | | | $ | 0.4 | | | $ | 6.8 | | | $ | 43.8 | | | $ | — | | | $ | 51.4 | |
|
Condensed Consolidating Statements of Cash Flows For the Six Months Ended March 31, 2014 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Holdings | | Finance | | Sub | | Solutions | | Non- | | Eliminations | | Consolidated |
Holding | Guarantor Subsidiaries |
Cash Flows From Operations | | | | | | | | | | | | | | | | | | | |
|
Net cash used in operating activities from continuing operations | $ | (0.4 | ) | | $ | — | | | $ | (3.7 | ) | | $ | (32.6 | ) | | $ | (15.4 | ) | | $ | — | | | $ | (52.1 | ) |
|
Net cash provided by (used in) operating activities from discontinued operations | — | | | — | | | — | | | 4.5 | | | (0.1 | ) | | — | | | 4.4 | |
|
Net cash used in operating activities | (0.4 | ) | | — | | | (3.7 | ) | | (28.1 | ) | | (15.5 | ) | | — | | | (47.7 | ) |
|
Cash Flows From Investing Activities | | | | | | | | | | | | | | | | | | | |
|
Additions to property and equipment | — | | | — | | | — | | | (26.5 | ) | | (0.2 | ) | | — | | | (26.7 | ) |
|
Proceeds from the disposal of property and equipment | — | | | — | | | — | | | 0.3 | | | — | | | — | | | 0.3 | |
|
Acquisitions | — | | | — | | | (86.4 | ) | | (10.0 | ) | | — | | | — | | | (96.4 | ) |
|
Investment in subsidiaries | (107.5 | ) | | — | | | — | | | (64.2 | ) | | — | | | 171.7 | | | — | |
|
Net cash used in investing activities from continuing operations | (107.5 | ) | | — | | | (86.4 | ) | | (100.4 | ) | | (0.2 | ) | | 171.7 | | | (122.8 | ) |
|
Net cash used in investing activities from discontinued operations | — | | | — | | | — | | | (0.2 | ) | | (0.1 | ) | | — | | | (0.3 | ) |
|
Net cash used in investing activities | (107.5 | ) | | — | | | (86.4 | ) | | (100.6 | ) | | (0.3 | ) | | 171.7 | | | (123.1 | ) |
|
Cash Flows From Financing Activities | | | | | | | | | | | | | | | | | | | |
|
Repurchases of membership units | (0.2 | ) | | — | | | — | | | — | | | — | | | — | | | (0.2 | ) |
|
Purchase of additional equity interest in Nexeo Plaschem | — | | | — | | | — | | | — | | | (55.9 | ) | | — | | | (55.9 | ) |
|
Proceeds from short-term debt | — | | | — | | | — | | | — | | | 29.5 | | | — | | | 29.5 | |
|
Repayments of short-term debt | — | | | — | | | — | | | — | | | (20.8 | ) | | — | | | (20.8 | ) |
|
Investment from parent | — | | | — | | | 107.5 | | | — | | | 64.2 | | | (171.7 | ) | | — | |
|
Transfer to/from affiliates | 0.2 | | | — | | | 0.1 | | | 19 | | | (19.3 | ) | | — | | | — | |
|
Proceeds from the issuance of long-term debt | 160 | | | — | | | 129.5 | | | 441 | | | 69.2 | | | — | | | 799.7 | |
|
Repayment of long-term debt | (51.1 | ) | | — | | | (27.6 | ) | | (335.7 | ) | | (56.5 | ) | | — | | | (470.9 | ) |
|
Payments of debt issuance costs | — | | | — | | | — | | | (1.8 | ) | | — | | | — | | | (1.8 | ) |
|
Net cash provided by financing activities | 108.9 | | | — | | | 209.5 | | | 122.5 | | | 10.4 | | | (171.7 | ) | | 279.6 | |
|
Effect of exchange rate changes on cash | — | | | — | | | — | | | — | | | 1.2 | | | — | | | 1.2 | |
|
Increase (Decrease) in Cash | 1 | | | — | | | 119.4 | | | (6.2 | ) | | (4.2 | ) | | — | | | 110 | |
|
Beginning Cash Balance | — | | | — | | | — | | | 27.6 | | | 47 | | | — | | | 74.6 | |
|
Ending Cash Balance | $ | 1 | | | $ | — | | | $ | 119.4 | | | $ | 21.4 | | | $ | 42.8 | | | $ | — | | | $ | 184.6 | |
|
|
Supplemental disclosure of non-cash activities: |
|
During the first quarter of fiscal year 2014, Sub Holding assigned $23.0 million of its long-term debt to Solutions and contributed its ownership interest in CSD to Solutions in exchange for a participating preferred interest. Accordingly, CSD and its subsidiaries became wholly owned subsidiaries of Solutions. |
|
There was no impact to the non-guarantor subsidiaries from the above non-cash transaction. |