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EX-99.1 - EX-99.1 - Nexeo Solutions Holdings, LLC | a14-19297_1ex99d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 22, 2014
NEXEO SOLUTIONS HOLDINGS, LLC
(Exact name of registrant as specified in its charter)
Delaware |
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333-179870-02 |
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27-4328676 |
(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification |
incorporation) |
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No.) |
3 Waterway Square Place, Suite 1000 |
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The Woodlands, Texas |
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77380 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (281) 297-0700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On August 22, 2014, Nexeo Solutions Holdings, LLC (the Company) will hold a conference call with existing holders of, and potential investors in, Nexeo Solutions, LLCs 8.375% senior subordinated notes due 2018 and intends to provide certain non-GAAP financial information on that call. A reconciliation of such non-GAAP information to the nearest GAAP financial measure is furnished as Exhibit 99.1 to this report.
In connection with the reconciliation of such non-GAAP information to the nearest GAAP financial measure furnished as Exhibit 99.1 to this report, the Company is including supplemental financial information relating to its financial results for the fiscal quarter and twelve months ended June 30, 2014, as follows:
(in thousands) |
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Three Months |
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Twelve Months |
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Income tax expense from continuing operations |
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$ |
787 |
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$ |
5,739 |
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Income tax expense from discontinued operations |
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72 |
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391 |
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Depreciation and amortization from continuing operations |
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14,413 |
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50,131 |
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Depreciation and amortization from discontinued operations |
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299 |
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1,271 |
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In connection with the conference call, management will also discuss certain of the Companys financial results and trends as compared to prior periods, adjusted to exclude the Companys North American composites operations which are now reflected as discontinued operations. To facilitate this discussion, the Company is including supplemental financial information for prior periods, as adjusted to exclude the Companys North American composites operations, as follows:
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3 Months Ended |
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(Unaudited) |
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December 31, |
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March 31, |
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June 30, |
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September 30, |
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December 31, |
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March 31, |
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September 30, |
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December 31, |
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March 31, |
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(in thousands) |
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Sales and operating revenues |
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$ |
844.7 |
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$ |
964.2 |
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$ |
965.7 |
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$ |
911.7 |
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$ |
896.7 |
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$ |
1,061.0 |
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$ |
1,062.1 |
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$ |
1,042.4 |
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$ |
1,123.7 |
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Cost of sales and operating expenses |
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778.8 |
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872.1 |
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876.6 |
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827.9 |
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822.2 |
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963.8 |
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968.0 |
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955.2 |
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1,022.5 |
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GROSS PROFIT |
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65.9 |
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92.1 |
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89.1 |
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83.8 |
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74.5 |
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97.2 |
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94.1 |
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87.2 |
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101.2 |
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In accordance with General Instruction B.2 to Form 8-K, the information contained in this current report, including Exhibit 99.1 hereto, is being furnished with the Securities and Exchange Commission and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified as being incorporated therein by reference.
Item 9.01 Financial Statements and
Exhibits (d) Exhibits
EXHIBIT |
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DESCRIPTION |
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99.1 |
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Reconciliation of Non-GAAP Measure. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NEXEO SOLUTIONS HOLDINGS, LLC | |
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By: |
/s/ Michael B. Farnell, Jr. |
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Michael B. Farnell, Jr. |
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Executive Vice President and Chief Legal Officer |
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Dated: August 22, 2014 |
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EXHIBIT INDEX
Exhibit |
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Description |
99.1 |
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Reconciliation of Non-GAAP Measure. |