|
|
|
|
|
|
|
||||
(millions, except per share data) |
|
|
Q1 2013 |
|
|
Q1 2012 |
||||
Net income (loss) attributable to Axiall |
|
|
$ |
(3.5 |
) |
|
|
$ |
35.3 |
|
Pretax charges (benefits) |
|
|
|
|
|
|
||||
Cost of sales fair value of inventory – purchase accounting |
|
|
|
10.2 |
|
|
|
|
- |
|
Long –lived asset impairment charges (recoveries), net |
|
|
|
2.6 |
|
|
|
|
(0.3 |
) |
Transaction related costs and other, net |
|
|
|
10.1 |
|
|
|
|
5.3 |
|
Gain on sale of assets |
|
|
|
- |
|
|
|
|
(17.4 |
) |
Gain on acquisition of controlling interest |
|
|
|
(23.5 |
) |
|
|
|
- |
|
Loss on redemption and other debt costs |
|
|
|
78.5 |
|
|
|
|
- |
|
Total pretax charge (benefit) |
|
|
|
77.9 |
|
|
|
|
(12.4 |
) |
Provision for (benefit from) income taxes related to these items |
|
|
|
29.3 |
|
|
|
|
(4.7 |
) |
After tax effect of above items |
|
|
|
48.6 |
|
|
|
|
(7.7 |
) |
Adjusted Net Income |
|
|
$ |
45.1 |
|
|
|
$ |
27.6 |
|
|
|
|
|
|
|
|
||||
Diluted earnings (loss) per share attributable to Axiall |
|
|
$ |
(0.06 |
) |
|
|
$ |
1.01 |
|
|
|
|
|
|
|
|
||||
Adjusted Earnings per Share |
|
|
$ |
0.75 |
|
|
|
$ |
0.79 |
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA |
|
|
$ |
133.4 |
|
|
|
$ |
75.4 |
|
|
|
|
|
|
|
|
|
||||
AXIALL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) |
||||||||||||
|
|
|
|
|
|
|
|
|
||||
|
|
|
March 31, |
|
|
|
|
December 31, |
||||
(In millions, except share data) |
|
|
2013 |
|
|
|
|
2012 |
||||
Assets: |
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
|
$ |
69.2 |
|
|
|
|
|
$ |
200.3 |
|
Receivables, net of allowance for doubtful accounts of $4.4 million at March 31, 2013 and $4.5 million at December 31, 2012 |
|
|
|
636.9 |
|
|
|
|
|
|
314.9 |
|
Inventories |
|
|
|
443.6 |
|
|
|
|
|
|
288.4 |
|
Prepaid expenses and other |
|
|
|
30.8 |
|
|
|
|
|
|
14.7 |
|
Deferred income taxes |
|
|
|
1.3 |
|
|
|
|
|
|
21.1 |
|
Total current assets |
|
|
|
1,181.8 |
|
|
|
|
|
|
839.4 |
|
Property, plant and equipment, net |
|
|
|
1,635.9 |
|
|
|
|
|
|
637.7 |
|
Goodwill |
|
|
|
1,667.2 |
|
|
|
|
|
|
217.2 |
|
Intangible assets, net |
|
|
|
1,253.7 |
|
|
|
|
|
|
43.4 |
|
Other assets, net |
|
|
|
86.8 |
|
|
|
|
|
|
63.6 |
|
Total assets |
|
|
$ |
5,825.4 |
|
|
|
|
|
$ |
1,801.3 |
|
Liabilities and Equity: |
|
|
|
|
|
|
|
|
||||
Current portion of long-term debt |
|
|
$ |
55.1 |
|
|
|
|
|
$ |
- |
|
Accounts payable |
|
|
|
344.2 |
|
|
|
|
|
|
211.2 |
|
Interest payable |
|
|
|
9.5 |
|
|
|
|
|
|
18.9 |
|
Income taxes payable |
|
|
|
6.4 |
|
|
|
|
|
|
15.1 |
|
Accrued compensation |
|
|
|
34.3 |
|
|
|
|
|
|
44.7 |
|
Current deferred tax liability |
|
|
|
5.4 |
|
|
|
|
|
|
- |
|
Other accrued current liabilities |
|
|
|
111.5 |
|
|
|
|
|
|
61.2 |
|
Total current liabilities |
|
|
|
566.4 |
|
|
|
|
|
|
351.1 |
|
Long-term debt |
|
|
|
1,418.2 |
|
|
|
|
|
|
448.1 |
|
Lease financing obligation |
|
|
|
110.0 |
|
|
|
|
|
|
112.3 |
|
Deferred income taxes |
|
|
|
777.2 |
|
|
|
|
|
|
177.9 |
|
Pensions and other postretirement benefits |
|
|
|
327.5 |
|
|
|
|
|
|
48.3 |
|
Other non-current liabilities |
|
|
|
132.9 |
|
|
|
|
|
|
60.1 |
|
Total liabilities |
|
|
|
3,332.2 |
|
|
|
|
|
|
1,197.8 |
|
|
|
|
|
|
|
|
|
|
||||
Commitments and contingencies |
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
Equity: |
|
|
|
|
|
|
|
|
||||
Preferred stock—$0.01 par value; 75,000,000 shares authorized; no shares issued |
|
|
|
- |
|
|
|
|
|
|
- |
|
Common stock—$0.01 par value; shares authorized: 200,000,000 and 100,000,000 at March 31, 2013 and December 31, 2012, respectively; issued and outstanding: 69,801,675 and 34,546,767 at March 31, 2013 and December 31, 2012, respectively. |
|
|
|
0.7 |
|
|
|
|
|
|
0.3 |
|
Additional paid-in capital |
|
|
|
2,262.3 |
|
|
|
|
|
|
487.1 |
|
Retained earnings |
|
|
|
128.8 |
|
|
|
|
|
|
138.0 |
|
Accumulated other comprehensive loss, net of tax |
|
|
|
(29.6 |
) |
|
|
|
|
|
(21.9 |
) |
Total Axiall stockholders’ equity |
|
|
|
2,362.2 |
|
|
|
|
|
|
603.5 |
|
Noncontrolling interest |
|
|
|
131.0 |
|
|
|
|
|
|
- |
|
Total equity |
|
|
|
2,493.2 |
|
|
|
|
|
|
603.5 |
|
Total liabilities and equity |
|
|
$ |
5,825.4 |
|
|
|
|
|
$ |
1,801.3 |
|
|
|
|
|
||||||||
AXIALL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) |
|||||||||||
|
|
|
|
||||||||
|
|
|
Three Months Ended March 31, |
||||||||
(In millions, except per share data) |
|
|
2013 |
|
|
|
2012 |
||||
Net sales |
|
|
$ |
1,061.2 |
|
|
|
|
$ |
859.9 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
||||
Cost of sales |
|
|
|
899.0 |
|
|
|
|
|
756.4 |
|
Selling, general and administrative expenses |
|
|
|
78.3 |
|
|
|
|
|
47.7 |
|
Transaction related costs and other, net |
|
|
|
10.1 |
|
|
|
|
|
5.3 |
|
Long-lived asset impairment charges (recoveries), net |
|
|
|
2.6 |
|
|
|
|
|
(0.3 |
) |
Gain on sale of assets |
|
|
|
- |
|
|
|
|
|
(17.4 |
) |
Total operating costs and expenses |
|
|
|
990.0 |
|
|
|
|
|
791.7 |
|
Operating income |
|
|
|
71.2 |
|
|
|
|
|
68.2 |
|
Loss on redemption and other debt costs |
|
|
|
(78.5 |
) |
|
|
|
|
- |
|
Interest expense, net |
|
|
|
(18.3 |
) |
|
|
|
|
(14.4 |
) |
Gain on acquisition of controlling interest |
|
|
|
23.5 |
|
|
|
|
|
- |
|
Foreign exchange gain (loss) |
|
|
|
0.1 |
|
|
|
|
|
(0.1 |
) |
Income (loss) before income taxes |
|
|
|
(2.0 |
) |
|
|
|
|
53.7 |
|
Provision for income taxes |
|
|
|
0.8 |
|
|
|
|
|
18.4 |
|
Consolidated net income (loss) |
|
|
|
(2.8 |
) |
|
|
|
|
35.3 |
|
Less net income attributable to noncontrolling interest |
|
|
|
0.7 |
|
|
|
|
|
- |
|
Net income (loss) attributable to Axiall |
|
|
$ |
(3.5 |
) |
|
|
|
$ |
35.3 |
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) per share attributable to Axiall: |
|
|
|
|
|
|
|
||||
Basic |
|
|
$ |
(0.06 |
) |
|
|
|
$ |
1.02 |
|
Diluted |
|
|
$ |
(0.06 |
) |
|
|
|
$ |
1.01 |
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
||||
Basic |
|
|
|
59.3 |
|
|
|
|
|
34.2 |
|
Diluted |
|
|
|
59.3 |
|
|
|
|
|
34.4 |
|
|
|
|
|
|
|
|
|
||||
Dividends per common share |
|
|
$ |
0.08 |
|
|
|
|
$ |
- |
|
|
|
|
|
|
|||||||
AXIALL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) |
|||||||||||
|
|
|
|
|
|||||||
|
|
|
Three Months Ended March 31, |
||||||||
(In millions) |
|
|
2013 |
|
|
|
2012 |
||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|||
Consolidated net income (loss) |
|
|
$ |
(2.8 |
) |
|
|
|
$ |
35.3 |
|
Adjustments to reconcile net consolidated income (loss) to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|||
Depreciation |
|
|
|
29.4 |
|
|
|
|
|
20.8 |
|
Amortization |
|
|
|
12.9 |
|
|
|
|
|
1.8 |
|
Loss on redemption and other debt costs |
|
|
|
78.5 |
|
|
|
|
|
- |
|
Gain on acquisition of controlling interest |
|
|
|
(23.5 |
) |
|
|
|
|
- |
|
Gain on sale of assets |
|
|
|
- |
|
|
|
|
|
(17.4 |
) |
Other non-cash items |
|
|
|
11.7 |
|
|
|
|
|
(0.1 |
) |
Change in operating assets and liabilities, and other (excluding effects of acquisition) |
|
|
|
(211.0 |
) |
|
|
|
|
(125.9 |
) |
Net cash used in operating activities |
|
|
|
(104.8 |
) |
|
|
|
|
(85.5 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|||
Capital expenditures |
|
|
|
(16.4 |
) |
|
|
|
|
(13.5 |
) |
Proceeds from sale of assets |
|
|
|
- |
|
|
|
|
|
19.3 |
|
Cash acquired in acquisition |
|
|
|
26.7 |
|
|
|
|
|
- |
|
Net cash provided by investing activities |
|
|
|
10.3 |
|
|
|
|
|
5.8 |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|||
Borrowings on ABL revolver |
|
|
|
222.7 |
|
|
|
|
|
89.1 |
|
Repayments on ABL revolver |
|
|
|
(83.7 |
) |
|
|
|
|
(60.1 |
) |
Issuance of long-term debt |
|
|
|
450.0 |
|
|
|
|
- |
|
|
Long-term debt payments |
|
|
|
(529.7 |
) |
|
|
|
|
- |
|
Make-whole and other fees paid related to financing activities |
|
|
|
(94.4 |
) |
|
|
|
|
- |
|
Excess tax benefits from share-based payment arrangements |
|
|
|
0.1 |
|
|
|
|
|
- |
|
Net cash provided by (used in) financing activities |
|
|
|
(35.0 |
) |
|
|
|
|
29.0 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
(1.6 |
) |
|
|
|
|
1.1 |
|
Net change in cash and cash equivalents |
|
|
|
(131.1 |
) |
|
|
|
|
(49.6 |
) |
Cash and cash equivalents at beginning of period |
|
|
|
200.3 |
|
|
|
|
|
88.6 |
|
Cash and cash equivalents at end of period |
|
|
$ |
69.2 |
|
|
|
|
$ |
39.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant non-cash transaction
On January 28, 2013 we acquired substantially all of the assets and liabilities of PPG Industries, Inc.’s (“PPG”) business relating to the production of chlorine, caustic soda and related chemicals, through a merger between a subsidiary of PPG and a subsidiary of the Company. The purchase price for these transactions was approximately $2.7 billion and consisted of: (i) the issuance of approximately 35.2 million shares of our common stock valued at approximately $1.8 billion; (ii) the assumption of $967.0 million of debt; and (iii) the assumption of certain other liabilities including pension and other postretirement obligations.
|
|
|
|
|
||||||||
AXIALL CORPORATION SEGMENT INFORMATION (Unaudited) |
||||||||||||
|
|
|
|
|
||||||||
|
|
|
|
Three Months Ended March 31, |
||||||||
(Dollars in millions) |
|
|
|
2013 |
|
|
|
2012 |
||||
Sales |
|
|
|
|
|
|
|
|
||||
Chlorovinyls products |
|
|
|
$ |
614.5 |
|
|
|
|
$ |
329.5 |
|
Building products |
|
|
|
|
162.2 |
|
|
|
|
|
187.2 |
|
Aromatics products |
|
|
|
|
284.5 |
|
|
|
|
|
343.2 |
|
Net sales |
|
|
|
$ |
1,061.2 |
|
|
|
|
$ |
859.9 |
|
Operating income |
|
|
|
|
|
|
|
|
||||
Chlorovinyls products |
|
|
|
$ |
91.3 |
|
|
|
|
$ |
51.9 |
|
Building products |
|
|
|
|
(13.8 |
) |
|
|
|
|
(6.4 |
) |
Aromatics products |
|
|
|
|
13.0 |
|
|
|
|
|
37.5 |
|
Unallocated corporate |
|
|
|
|
(19.3 |
) |
|
|
|
|
(14.8 |
) |
Total operating income |
|
|
|
$ |
71.2 |
|
|
|
|
$ |
68.2 |
|
Three Months Ended March 31, 2013 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(In Millions) |
|
|
|
Chlorovinyls |
|
Building Products |
|
Aromatics |
|
Unallocated Corporate & Non-operating expenses, net |
|
Total |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Adjusted EBITDA |
|
|
|
$ |
134.2 |
|
|
|
$ |
(2.6 |
) |
|
$ |
13.3 |
|
|
$ |
(11.5 |
) |
|
|
$ |
133.4 |
|
|
Transaction related costs and other, net |
|
|
|
|
(1.3 |
) |
|
|
|
0.3 |
|
|
|
- |
|
|
|
(9.1 |
) |
|
|
|
(10.1 |
) |
|
Long-lived asset impairment (charges) recoveries, net |
|
|
|
|
- |
|
|
|
|
(2.6 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
(2.6 |
) |
|
Depreciation and amortization |
|
|
|
|
(31.5 |
) |
|
|
|
(8.8 |
) |
|
|
(0.3 |
) |
|
|
(1.7 |
) |
|
|
|
(42.3 |
) |
|
Other |
|
|
|
|
(10.2 |
) |
(a) |
|
|
- |
|
|
|
- |
|
|
|
3.1 |
|
(b) |
|
|
(7.1 |
) |
|
Interest Expense, net |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
(18.3 |
) |
|
|
|
(18.3 |
) |
|
Gain on acquisition of controlling interest |
|
|
|
|
23.5 |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
23.5 |
|
|
Loss on redemption and other debt cost |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
(78.5 |
) |
|
|
|
(78.5 |
) |
|
Provision for income taxes |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
(0.8 |
) |
|
|
|
(0.8 |
) |
|
Consolidated net income (loss) (c) |
|
|
|
$ |
114.7 |
|
|
|
$ |
(13.7 |
) |
|
$ |
13.0 |
|
|
$ |
(116.8 |
) |
|
|
$ |
(2.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Cost of sales fair value of inventory purchase accounting adjustment. |
||||||||||||||||||||||||
(b) |
Includes $1.2 million for debt cost amortization and $1.8 million of lease financing obligations interest. |
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(c) |
Earnings of our segments exclude interest income and expense, unallocated corporate expenses and general plant services, and provision for income taxes. |
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Three Months Ended March 31, 2012 |
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(In Millions) |
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Chlorovinyls |
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Building Products |
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Aromatics |
|
|
Unallocated Corporate & Non-operating expenses, net |
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Total |
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Adjusted EBITDA |
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$ |
45.6 |
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$ |
3.3 |
|
|
$ |
37.9 |
|
|
$ |
(11.4 |
) |
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|
$ |
75.4 |
|
|
Transaction related costs and other, net |
|
|
- |
|
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|
(0.1 |
) |
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|
- |
|
|
|
(5.2 |
) |
(a) |
|
|
(5.3 |
) |
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|
Long-lived asset impairment (charges) recoveries, net |
|
|
|
- |
|
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|
0.3 |
|
|
|
- |
|
|
|
- |
|
|
|
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0.3 |
|
|
Gain on sale of assets |
|
|
|
17.4 |
|
|
- |
|
|
- |
|
|
- |
|
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|
17.4 |
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Depreciation and amortization |
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|
|
(11.1 |
) |
|
|
(10.0 |
) |
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|
(0.4 |
) |
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|
(1.1 |
) |
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|
(22.6 |
) |
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Other |
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|
- |
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|
- |
|
|
|
- |
|
|
|
2.9 |
|
(b) |
|
|
2.9 |
|
|
Interest Expense, net |
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|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(14.4 |
) |
|
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|
(14.4 |
) |
|
Provision for income taxes |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
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|
(18.4 |
) |
|
|
|
(18.4 |
) |
|
Consolidated net income (loss) (c) |
|
|
$ |
51.9 |
|
|
$ |
(6.5 |
) |
|
$ |
37.5 |
|
|
$ |
(47.6 |
) |
|
|
$ |
35.3 |
|
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(a) |
Includes $4.9 million of professional fees associated with the unsolicited offer. |
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(b) |
Includes $1.0 million for debt cost amortization and $1.8 million of lease financing obligations interest. |
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(c) |
Earnings of our segments exclude interest income and expense, unallocated corporate expenses and general plant services, and provision for income taxes. |