Registration Statement No. 333-196235


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NameRegistration Statement No. 333-196235
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4

 

 

 

Successor

 

 

Successor

 

 

Predecessor

 

Balance Sheet Data

 

As of

March 31,

2014

 

 

As of

December 31,

2013

 

 

As of

December 31,

2012

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

316,604

 

 

$

123,040

 

 

$

143,351

 

Working capital

 

 

452,079

 

 

 

242,847

 

 

 

246,383

 

Total assets

 

 

2,394,230

 

 

 

2,241,888

 

 

 

1,233,917

 

Total debt

 

 

750,238

 

 

 

752,249

 

 

 

720,640

 

Total equity

 

 

1,304,031

 

 

 

1,128,616

(4)

 

 

272,437

 

 

 

 

(1)

Includes the following significant items related to the MacDermid Acquisition affecting comparability in the Successor 2014 Quarterly Period:

 

 

·

Purchase accounting adjustment of $12.0 million charged to cost of sales for the manufacturer’s profit in inventory adjustment; and




 

·

Non-cash fair value adjustment to long-term contingent consideration of $13.0 million.

 

 

(2)

Includes the following significant items related to the MacDermid Acquisition affecting comparability in the Successor 2013 Period:

 

 

·

Non-cash charge related to the Series A preferred stock dividend rights of $172.0 million;




 

·

Purchase accounting adjustment of $23.9 million charged to cost of sales for the manufacturer’s profit in inventory adjustment; and




 

·

Transaction costs, primarily comprised of professional fees, of $15.2 million.

 

 

(3)

Includes the following significant items related to the MacDermid Acquisition affecting comparability in the Predecessor 2013 Period:

 

 

·

Transaction costs primarily for professional fees and fees paid to Predecessor shareholders resulting from management fees payable in conjunction with consummation of the MacDermid Acquisition of $16.9 million; and




 

·

Deemed compensation expense related to pre-acquisition share awards of approximately $9.3 million.

 

 

(4)

Includes the following significant items related to the MacDermid Acquisition affecting comparability in the Successor 2013 Period:



 

·

Issuance of 88.5 million shares of common stock with matching warrants for $885 million;




 

·

Non-cash charge related to the Series A preferred stock dividend rights of $172 million;




 

·

Exercise of warrants corresponding to 13.1 million shares of common stock for $137.2 million;




 

·

Initial value for non-controlling interest primarily for holders of common stock in our subsidiary, Platform Delaware Holdings, Inc., of $97.4 million;




 

·

Issuance of 2 million shares of Series A preferred stock with matching warrants for $20.0 million; and




 

·

Net loss during the Successor 2013 Period of $195.6 million.

 

 

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RISK FACTORS

 

Any investment in our shares of common stock involves a high degree of risk, including the risks described below.  If any of the following risks actually occur, our business, financial condition and results of operations could suffer .   As a result, the trading price of our shares could decline, perhaps significantly, and you could lose all or part of your investment .   The risks described below are not the only ones facing us .   Additional risks that are currently unknown to us or that we currently consider to be immaterial may also impair our business or adversely affect our financial condition or results of operations .   The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements .   See the section entitled “Information Regarding Forward-Looking Statements .

 

Risks Relating to our Company

 

Our business and results of operations could be adversely affected if we fail to protect our intellectual property rights.

 

Our success depends to a significant degree upon our ability to protect and preserve our intellectual property rights and the rights to our proprietary processes, methods, compounds and other technology.  Failure to protect our existing intellectual property rights may result in the loss of valuable technologies or in our having to pay other companies for infringing on their intellectual property rights.  We rely on confidentiality agreements and patent, trade secret, trademark and copyright law as well as judicial enforcement of all of the foregoing to protect such technologies and intellectual property rights.  In addition, some of our technologies are not covered by any patent or patent application.

 

We may be unable to prevent third parties from using our intellectual property and other proprietary information without our authorization or from independently developing intellectual property and other proprietary information that is similar to ours, particularly in countries where the laws do not protect our proprietary rights to the same degree as in the United States.  The use of our intellectual property and other proprietary information by others could reduce or eliminate any competitive advantages we have developed, cause us to lose sales or otherwise harm our business.  If it becomes necessary for us to litigate to protect these rights, any proceedings could be burdensome and costly, and we may not prevail.

 

Our patents also may not provide us with any competitive advantage and may be challenged by third parties.  Further, our competitors may attempt to design around our patents.  Our competitors may also already hold or have applied for patents in the United States or abroad that, if enforced or issued, could prevail over our patent rights or otherwise limit our ability to manufacture or sell one or more of our products in the United States or abroad.  With respect to our pending patent applications, we may not be successful in securing patents for these claims.  Our failure to secure these patents may limit our ability to protect inventions that these applications were intended to cover.  In addition, the expiration of a patent can result in increased competition with consequent erosion of profit margins.

 

Competitors or other parties may, from time to time, assert issued patents or other intellectual property rights against us.  If we are legally determined to infringe or violate the intellectual property rights of another party, we may have to pay damages, stop the infringing use, or attempt to obtain a license agreement with the owner of such intellectual property.  Further, even if we are successful in defending our rights, such litigation could be burdensome and costly.

 

In some cases, we rely upon unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets to develop and maintain our competitive position.  While we generally will enter into confidentiality agreements with our employees and third parties to protect our intellectual property, our confidentiality agreements could be breached and may not provide meaningful protection for our trade secrets or proprietary manufacturing expertise.  In addition, adequate remedies may not be available in the event of unauthorized use or disclosure of our trade secrets or manufacturing expertise.  Violations by others of our confidentiality agreements and the loss of employees who have specialized knowledge and expertise could harm our competitive position and cause our sales and operating results to decline as a result of increased competition.

 

In addition, we rely on both registered and unregistered trademarks to protect our name and brands.  Failure by us to adequately maintain the quality of our products and services associated with our trademarks or any loss to the

 

 

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distinctiveness of our trademarks may cause us to lose certain trademark protection, which could result in the loss of goodwill and brand recognition in relation to our name and products.  In addition, successful third-party challenges to the use of any of our trademarks may require us to rebrand our business or certain products or services associated therewith.

 

The failure of our patents, applicable intellectual property law or our confidentiality agreements to protect our intellectual property and other proprietary information, including our processes, apparatuses, technology, trade secrets, trade names and proprietary manufacturing expertise, methods and compounds, or if we are unsuccessful in our judicial enforcement proceedings, could have a material adverse effect on our competitive advantages and could have a material adverse effect on our business, results of operations and share price.

 

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Registration Statement No. 333-196235 icon¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

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Registration Statement No. 333-196235 iconX registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

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Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-196235 icon[ ] registration statement pursuant to section 12(b) or (g) of the...

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934




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