Element Solutions (ESI) - 2019 Q2 - Quarterly Report

Front Matter This section provides foundational information for the report, including definitions, scope of financial reporting, forward-looking statement disclaimers, and non-GAAP measure explanations Glossary of Defined Terms This section provides definitions for key terms used throughout the report, including company-specific terms like 'Arysta Sale' and standard financial and legal acronyms such as GAAP, SEC, and EBITDA - The 'Arysta Sale' refers to the sale of 100% of the shares of Arysta LifeScience Inc. to UPL for net cash proceeds of approximately $4.28 billion, completed on January 31, 2019[9] Discontinued Operations This section clarifies that unless specified otherwise, all results and disclosures in the report exclude the discontinued operations of the former Agricultural Solutions business (Arysta), which was sold on January 31, 2019 - The former Agricultural Solutions business (Arysta) has been classified as discontinued operations following its sale on January 31, 2019, with all financial statements adjusted to reflect this separation[10] Forward-Looking Statements This section contains a standard safe harbor statement, warning that the report includes forward-looking statements subject to risks and uncertainties, and advises readers that actual results may differ materially Non-GAAP Financial Measures The report utilizes non-GAAP financial measures such as operating results on a constant currency and organic basis, stating these measures should not be considered substitutes for GAAP measures Part I. Financial Information This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations Item 1. Condensed Consolidated Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements for the three and six months ended June 30, 2019 and 2018, reflecting the significant structural change from the Arysta sale Condensed Consolidated Statements of Operations Highlights | Metric (in millions) | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $456.7 | $501.6 | $916.5 | $994.1 | | Operating profit | $55.5 | $59.2 | $100.6 | $118.1 | | Net income (loss) from continuing operations | $14.7 | $(49.6) | $11.2 | $(58.5) | | (Loss) income from discontinued operations, net of tax | $(13.3) | $61.4 | $14.1 | $108.3 | | Net income attributable to common stockholders | $1.5 | $12.0 | $24.7 | $49.3 | | Diluted EPS attributable to common stockholders | $0.01 | $0.04 | $0.09 | $0.17 | Condensed Consolidated Balance Sheets Highlights | Metric (in millions) | June 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Total current assets | $926.3 | $2,482.2 | | Total assets | $4,440.3 | $9,401.5 | | Total current liabilities | $338.0 | $1,142.5 | | Total debt (long-term) | $1,515.3 | $5,350.7 | | Total liabilities | $2,209.1 | $7,220.4 | | Total stockholders' equity | $2,232.8 | $2,109.2 | Condensed Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30) | Metric (in millions) | 2019 | 2018 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $5.3 | $(12.7) | | Net cash provided by (used in) investing activities | $4,278.3 | $(11.8) | | Net cash (used in) provided by financing activities | $(4,322.2) | $59.1 | Notes to the Condensed Consolidated Financial Statements The notes provide detailed explanations of accounting policies and financial figures, including the Arysta Sale, debt restructuring, share repurchases, and segment performance - On January 31, 2019, the company completed the sale of its Agricultural Solutions business (Arysta) for net cash proceeds of approximately $4.28 billion, now presented as a discontinued operation[40][51] - Following the Arysta Sale, the company entered into a New Credit Agreement for $1.08 billion, paid down its prior credit facilities, and redeemed all outstanding Prior Senior Notes, decreasing total long-term debt from $5.35 billion at year-end 2018 to $1.52 billion at June 30, 2019[70][71][78] - The company repurchased 37 million shares of its common stock for $434 million on February 8, 2019, with an additional 1.2 million shares repurchased for $11.4 million during Q2 2019, leaving approximately $305 million remaining authorization at June 30, 2019[105][106][109] Segment Net Sales (in millions) | Segment | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Electronics | $267.9 | $295.7 | $533.8 | $583.7 | | Industrial & Specialty | $188.8 | $205.9 | $382.7 | $410.4 | | Total net sales | $456.7 | $501.6 | $916.5 | $994.1 | Segment Adjusted EBITDA (in millions) | Segment | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Electronics | $60.4 | $65.0 | $116.8 | $125.1 | | Industrial & Specialty | $40.1 | $44.4 | $82.3 | $88.4 | | Total Adjusted EBITDA | $100.5 | $109.4 | $199.1 | $213.5 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial performance, condition, and outlook, focusing on the Arysta Sale's impact, debt reduction, share repurchases, and segment analysis Overview and Recent Developments This section outlines the company's business model, operating segments, and key recent events including the Arysta Sale, debt recapitalization, and common stock repurchases - The company operates in two segments: Electronics (specialty chemicals for hardware manufacturing) and Industrial & Specialty (solutions for surface finishing, graphics, and energy)[139] - The Arysta Sale proceeds were primarily used to pay down existing credit facilities[143] - The company recapitalized its debt by entering a new $1.08 billion credit agreement and redeeming prior senior notes[144][145] - During the first six months of 2019, the company repurchased 38.2 million shares of its common stock for approximately $445 million[147] Results of Operations This section analyzes Q2 and H1 2019 operating results, noting net sales declines due to market softness, but improved Adjusted EBITDA margin from cost controls Q2 2019 vs Q2 2018 Performance | Metric | Q2 2019 | Q2 2018 | Reported Change | Constant Currency Change | Organic Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Net Sales | $456.7M | $501.6M | (9)% | (5)% | (6)% | | Gross Profit | $193.0M | $214.7M | (10)% | (7)% | N/A | | Operating Profit | $55.5M | $59.2M | (6)% | (1)% | N/A | | Adjusted EBITDA | $100.5M | $109.4M | (8)% | (4)% | N/A | - The Q2 organic net sales decline of 6% was driven by a 6% decline in Electronics and a 5% decline in Industrial & Specialty[167] - The decline in the Electronics segment was primarily due to weakness in mobile phone markets in Asia and automotive markets in North America[168] - The decline in the Industrial & Specialty segment was driven by softness in European industrial and automotive markets, as well as weakness in the Energy Solutions business[169][170] - Operating expenses in Q2 2019 decreased by 12% (9% constant currency), driven by lower corporate expenses, reduced incentive compensation, and cost containment initiatives[182] - Net interest expense decreased significantly to $18.2 million in Q2 2019 from $78.3 million in Q2 2018, due to the substantial debt paydown following the Arysta Sale[185][186] Liquidity and Capital Resources This section details the company's liquidity, cash sources and uses, highlighting the Arysta Sale proceeds and new term loan for debt paydown and share repurchases - Primary sources of liquidity in H1 2019 were the Arysta Sale proceeds and a new $750 million term loan[204] - Primary uses of cash were the paydown of approximately $4.60 billion in debt and $445 million in share repurchases[204] - As of June 30, 2019, the company had $248 million in cash and cash equivalents, of which $229 million was held by foreign subsidiaries[209] - Total indebtedness was $1.57 billion at June 30, 2019, and availability under revolving credit facilities was approximately $303 million[214][215] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that there have been no material changes to the company's market risk disclosures from those presented in its 2018 Annual Report on Form 10-K Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of June 30, 2019, with no material changes to internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period[220] - No changes occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[222] Part II. Other Information This part includes information on legal proceedings, risk factors, equity security sales, and a list of exhibits filed with the report Item 1. Legal Proceedings The company is involved in various legal proceedings and environmental matters incidental to its business, with further details referenced in Note 12 of the financial statements Item 1A. Risk Factors This section indicates that there have been no material changes to the risk factors previously disclosed in the company's 2018 Annual Report on Form 10-K Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's repurchases of its own equity securities during Q2 2019, totaling 1,154,585 shares at an average price of $9.89 per share Share Repurchases (Q2 2019) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | May 1 - May 31 | 742,391 | $9.70 | | June 1 - June 30 | 412,194 | $10.21 | | Total | 1,154,585 | $9.89 | - As of June 30, 2019, the approximate dollar value of shares that may yet be purchased under the repurchase program is $305 million[226] Item 6. Exhibits This section lists the exhibits filed as part of the quarterly report, including corporate governance documents, agreements, and certifications required by the Sarbanes-Oxley Act