Exhibit 99.3

Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

Interim Condensed Consolidated Income Statement

 

		Nine months ended September 30,
(U.S. dollars in thousands)		2013				2014
		(unaudited)				(unaudited)
Continuing operations
Sales		$	1,034,932			$	1,062,212
Cost of goods sold			(667,581	)			(666,497	)
Gross profit			367,351				395,715
Selling, general and administrative expense			(246,756	)			(268,569	)
Other operating income			1,209				866
Other operating expense			(495	)			(15,578	)
Operating income			121,309				112,434
Interest income			15,969				13,412
Other financial income			36,087				10,496
Financial income			52,056				23,908
Interest expense			(104,848	)			(86,155	)
Other financial expense			(27,461	)			(30,524	)
Financial expense			(132,309	)			(116,679	)
Income (loss) before tax from continuing operations			41,056				19,663
Income tax benefit (expense)			(61,020	)			(54,257	)
Income (loss) after tax from continuing operations		$	(19,964	)		$	(34,594	)
Discontinued operations
Income (loss) after tax from discontinued operations			(3,911	)			(688	)
Net income (loss)		$	(23,875	)		$	(35,282	)
Attributable to:
Arysta LifeScience Limited (“ALS”) shareholder		$	(31,210	)		$	(42,259	)
Non-controlling interests			7,335				6,977
Net income (loss)		$	(23,875	)		$	(35,282	)
Earnings (loss) per share
Continuing operations		$	(27,299	)		$	(41,571	)
Discontinued operations			(3,911	)			(688	)
Basic and diluted earnings (loss) per share		$	(31,210	)		$	(42,259	)
Weighted average shares used to compute earnings (loss) per share
Basic and diluted			1				1

The accompanying notes form an integral part of the interim condensed consolidated financial statements.

 

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Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

Interim Condensed Consolidated Statement of Comprehensive Income

 

		Nine months ended September 30,
(U.S. dollars in thousands)		2013				2014
		(unaudited)				(unaudited)
Net income (loss)		$	(23,875	)		$	(35,282	)
Components of other comprehensive income (OCI) from continuing operations:
Items that will not be reclassified subsequently to net income or loss:			—				—
Items that may be reclassified subsequently to net income or loss:
Unrealized gains (losses) on available-for-sale financial assets			(2,687	)			159
Gains (losses) on derivatives designated as cash flow hedges			(1,174	)			5,374
Foreign currency translation effects			(5,754	)			(85,639	)
Total components of OCI			(9,615	)			(80,106	)
Total comprehensive income (loss)			(33,490	)			(115,388	)
Attributable to:
ALS shareholder			(39,999	)			(121,099	)
Non-controlling interests			6,509				5,711
			(33,490	)			(115,388	)

The accompanying notes form an integral part of the interim condensed consolidated financial statements.

 

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Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

Interim Condensed Consolidated Balance Sheet

 

		December 31,				September 30,
(U.S. dollars in thousands)		2013				2014
		(audited)				(unaudited)
Assets
Current assets
Cash and cash equivalents		$	258,565			$	186,264
Trade and other receivables			746,835				668,627
Inventories			236,968				287,447
Current financial assets			4,350				13,401
Other current assets			60,084				60,116
Total current assets			1,306,802				1,215,855
Non-current assets
Property, plant and equipment			72,075				77,250
Goodwill and intangible assets			1,237,953				1,281,957
Deferred tax assets			55,151				48,162
Non-current financial assets			24,801				28,990
Other non-current assets			9,794				5,460
Total non-current assets			1,399,774				1,441,819
Total assets		$	2,706,576			$	2,657,674
Liabilities and equity
Current liabilities
Trade and other payables		$	396,536			$	293,545
Short-term debt			17,794				39,730
Other current financial liabilities			115,850				77,765
Other current liabilities			161,706				175,538
Total current liabilities			691,886				586,578
Non-current liabilities
Long-term debt			1,589,649				1,754,567
Other non-current financial liabilities			370				2,548
Deferred tax liabilities			110,325				122,274
Other non-current liabilities			57,682				51,498
Total non-current liabilities			1,758,026				1,930,887
Total liabilities		$	2,449,912			$	2,517,465
Equity
Issued capital			—				—
Other equity		$	1,065,779			$	1,065,779
Retained earnings			(804,647	)			(847,218	)
Other components of equity			(32,542	)			(111,382	)
Equity of ALS shareholder			228,590				107,179
Non-controlling interests			28,074				33,030
Total equity			256,664				140,209
Total liabilities and equity		$	2,706,576			$	2,657,674

The accompanying notes form an integral part of the interim condensed consolidated financial statements.

 

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Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

Interim Condensed Consolidated Statement of Changes in Equity

(unaudited)

 

		Attributable to ALS shareholder
		Issued capital				Other equity				Retained earnings				Currency translation reserve				Available- for-sale reserve				Defined benefit plans				Gain (loss) on hedging Items				Equity of ALS shareholder				Non-controlling interests				Total equity
		(U.S. dollars in thousands)
As of January 1, 2013		$	—			$	1,065,779			$	(702,018	)		$	13,782			$	1,144			$	(1,293	)		$	—			$	377,394			$	22,353			$	399,747
Net income (loss)			—				—				(31,210	)			—				—				—				—				(31,210	)			7,335				(23,875	)
OCI			—				—				—				(4,928	)			(2,687	)			—				(1,174	)			(8,789	)			(826	)			(9,615	)
Total comprehensive income (loss)			—				—				(31,210	)			(4,928	)			(2,687	)			—				(1,174	)			(39,999	)			6,509				(33,490	)
Dividends paid			—				—				—				—				—				—				—				—				(807	)			(807	)
As of September 30, 2013			—			$	1,065,779			$	(733,228	)		$	8,854			$	(1,543	)		$	(1,293	)		$	(1,174	)		$	337,395			$	28,055			$	365,450
As of January 1, 2014		$	—			$	1,065,779			$	(804,647	)		$	(32,392	)		$	2,466			$	(120	)		$	(2,496	)		$	228,590			$	28,074			$	256,664
Net income (loss)			—				—				(42,259	)			—				—				—				—				(42,259	)			6,977				(35,282	)
OCI			—				—				—				(84,373	)			159				—				5,374				(78,840	)			(1,266	)			-80,106
Total comprehensive income (loss)			—				—				(42,259	)			(84,373	)			159				—				5,374				(121,099	)			5,711				(115,388	)
Dividends paid			—				—				(312	)			—				—				—				—				(312	)			(755	)			(1,067	)
As of September 30, 2014			—			$	1,065,779			$	(847,218	)		$	(116,765	)		$	2,625			$	(120	)		$	2,878			$	107,179			$	33,030			$	140,209

The accompanying notes form an integral part of the interim condensed consolidated financial statements.

 

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Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

Interim Condensed Consolidated Statement of Cash Flows

 

		Nine months ended September 30,
(U.S. dollars in thousands)		2013				2014
		(unaudited)				(unaudited)
Operating activities
Income (loss) before tax from continuing operations		$	41,056			$	19,663
Income (loss) before tax from discontinued operations			(4,361	)			(864	)
Income (loss) before tax			36,695				18,799
Non-cash adjustment to reconcile to net cash flows
Depreciation and amortization			54,129				54,265
Impairment losses			—				15,319
Financial income			(39,556	)			(31,849	)
Financial expense			126,805				86,210
Other items			(185	)			(4,473	)
Working capital adjustments
(Increase) decrease in inventories			(95,870	)			(50,385	)
(Increase) decrease in trade and other receivables			83,758				76,306
Increase (decrease) in trade and other payables			(130,810	)			(106,909	)
(Increase) decrease in other current assets			(17,615	)			(7,432	)
Increase (decrease) in other current liabilities			78,942				(5,789	)
Cash flow from operating activities			96,293				44,062
Interest and dividends received			6,079				1,667
Interest paid			(141,455	)			(83,386	)
Income tax paid			(27,912	)			(34,534	)
Net cash flow from (used for) operating activities			(66,995	)			(72,191	)
Investing activities
Purchase of property, plant and equipment			(5,666	)			(12,329	)
Proceeds from sales of property, plant and equipment			2,064				575
Purchase of intangible assets			(6,987	)			(10,549	)
Acquisition of subsidiary, net of cash acquired			—				(150,145	)
Other items			1,228				3,993
Net cash flow from (used for) investing activities			(9,361	)			(168,455	)
Financing activities
Proceeds from debt			1,640,120				183,581
Repayments of debt			(1,477,783	)			(9,993	)
Payment for derivative instruments, net			(5,243	)			—
Dividends paid to owner of the parent company			—				(312	)
Dividends paid to non-controlling interests			(807	)			(755	)
Other items			(258	)			(230	)
Net cash flow from (used for) financing activities			156,029				172,291
Net change in cash and cash equivalents			79,673				(68,355	)
Net foreign exchange difference			2,126				(3,946	)
Cash and cash equivalents as of January 1			112,390				258,565
Cash and cash equivalents as of September 30		$	194,189			$	186,264

The accompanying notes form an integral part of the interim condensed consolidated financial statement.

 

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Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

1. Basis of Preparation

Arysta LifeScience Limited (the “Company”) is domiciled and incorporated in the Republic of Ireland and its corporate headquarters are located at 5 Georges Dock, IFSC, Dublin 1.

The Group develops and distributes value-added crop solutions specializing in agrochemicals, biological solutions, or biosolutions, as well as complementary areas of life sciences. The Group’s agrochemical products protect crops from weeds (herbicides), insects (insecticides), and diseases (fungicides). The Group’s biosolutions business focuses on the growing markets for biological stimulants, or biostimulants, innovative nutrition, and biological pesticide, or biocontrol, products. The Group operates in over 100 countries worldwide and has an expansive product portfolio, with over 3,600 product registrations in over 100 countries and approximately 950 patents worldwide.

The interim condensed consolidated financial statements of the Company and its subsidiaries (collectively “the Group”) have been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting” and have been prepared using the same accounting policies as its annual consolidated financial statements. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s annual financial statements.

The interim condensed consolidated financial statements are presented in United States dollars (USD). All values are rounded to the nearest thousand, except when otherwise indicated.

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expensed during the reported period. Actual results could differ from those estimated.

Foreign currency translation

The functional currency of each subsidiary is the primary transactional currency for sales and cost of sales which is generally, but not exclusively, the local currency of its country of operations. Transactions in currencies other than each subsidiary’s functional currency are translated at the rate prevailing at the date of the transactions. Monetary assets and liabilities denominated in currencies other than each subsidiary’s functional currency are translated at the rate prevailing at the end of each reporting period. Non-monetary assets and liabilities are translated using the exchange rates at the dates of the initial transactions. Differences arising from settlement and translation of monetary assets and liabilities are recognized in net income (loss).

The Group translates all assets and liabilities of its subsidiaries into their presentation currency, the USD, using the spot exchange rate at the end of each reporting period. Income and expense items are translated into USD at the average exchange rates for the period.

 

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Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

 

1. Basis of Preparation (continued)

 

Exchange differences arising from translation of the financial statements of foreign operations and long term monetary items that are part of the Group’s net investment in foreign subsidiaries, or intercompany loans not expected to be repaid in the foreseeable future, are recognized in other comprehensive income. These differences are presented as Currency Translation Reserve (“CTR”) as a component of equity. On disposal of the entire interest of a foreign operation, and on the partial disposal of an interest resulting in loss of control, significant influence and joint control, the cumulative amount of such exchange differences is reclassified to net income (loss) as part of gain (loss) on disposal of a foreign operation.

The Group reviews its intercompany loans to determine if the loans are likely to be repaid in the foreseeable future, and if not, are classified as a net investment in the Group’s foreign subsidiaries. During 2014, as part of a reorganization, certain intercompany loans have been classified as net investments as no repayment is planned in the foreseeable future and accordingly any related foreign currency difference is now recorded in other comprehensive income.

Recent Accounting Pronouncements

IFRS 15 Revenue from Contracts with Customers

In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers, which replaces IAS 11 Construction Contracts, IAS 18 Revenue and related interpretations. IFRS 15 is effective for annual periods beginning on or after January 1, 2017, with early adoption permitted. This guidance requires that an entity should recognize revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance shall be applied using one of two methods: retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying this statement recognized at the date of initial application. Management has not yet determined which method it will apply. The Group is currently evaluating the impact of the new standard on its financial statements.

IFRS 9 Financial Instruments

In July 2014, the IASB issued IFRS 9 Financial Instruments, which replaces IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. IFRS 9 provides guidance on the classification and measurement of financial assets and financial liabilities, general hedge accounting and impairment. The Group is currently evaluating the impact of the new standard.

IAS 32 Offsetting Financial Assets and Financial Liabilities - Amendments to IAS 32

These amendments clarify the meaning of “currently has a legally enforceable right to set-off” and the criteria for non-simultaneous settlement mechanisms of clearing houses to qualify for offsetting. These amendments are effective for annual periods beginning on or after 1 January 2014. The adoption of these amendments did not have a material impact on the Group’s financial statements.

 

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Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

 

1. Basis of Preparation (continued)

 

IAS 39 Novation of Derivatives and Continuation of Hedge Accounting—Amendments to IAS 39

These amendments provide relief from discontinuing hedge accounting when novation of a derivative designated as a hedging instrument meets certain criteria. These amendments are effective for annual periods beginning on or after January 1, 2014. The adoption of these amendments did not have a material impact on the Group’s financial statements.

IFRIC Interpretation 21 Levies

IFRIC 21 clarifies that a liability is recognized for a levy when the activity that triggers its payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached. IFRIC 21 is effective for annual periods beginning on or after January 1, 2014. The adoption of these amendments did not have a material impact on the Group’s financial statements.

2. Seasonality of Operations

The timing of the Group’s sales, profit and cash flows throughout the year is significantly influenced by seasonal factors. The inherent seasonal nature of the agriculture industry and the geographic spread of the Group’s products often result in significant variations in earnings and cash flow across fiscal quarters. Agrochemical and biosolutions sales typically begin ahead of the growing season and peak in the middle of the season. In the northern hemisphere, farmers purchase the majority of their crop inputs during the first half of the year. Growers in the southern hemisphere do the majority of their purchasing in the second half of the year. As a result, the Group has historically experienced significant fluctuations in quarterly sales, which have generally peaked in the fourth calendar quarter. The Group’s operating cash flows and working capital are impacted by the seasonal nature of the Group’s business as working capital requirements tend to peak in the first half of the year and decline thereafter until the fourth quarter. Typically, inventory builds in advance of the peak sales made in the second quarter and in the fourth quarter where it begins to increase again. The majority of the Group’s receivables come due in the period from May to October.

3. Segment Information

The operating segments of the Group for which discrete financial information is available are regularly reviewed by the chief operating decision maker (“CODM”). The Group is organized into six Reportable Segments: (1) Latin America, (2) Africa and Western Europe, (3) North America, (4) Japan and Central/Eastern Europe, (5) China, South Asia (“CSA”), Goemar and Life Sciences and (6) Corporate.

 

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Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

 

3. Segment Information (continued)

 

Segment sales, except Corporate, are based on the geographic location of customers. Corporate segment sales include certain provisions for rebates and sales returns held centrally and not allocated to other segments. Segment income is based on operating income before depreciation of property, plant and equipment, amortization of intangible assets, other operating income (expense), net, and other adjustments described below. Segment income includes items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items include adjustments allowed under existing credit agreement, which include but are not limited to restructuring costs, costs related to debt refinancing, sponsor payments, expenses related to mergers and acquisitions, unusual and non-recurring charges. The Group does not allocate assets and liabilities to reportable segments because such assets and liabilities are not regularly reviewed by the CEO, who is considered the chief operating decision maker, to make decisions about resource allocation and to assess performance.

For the nine months ended September 30, 2013

 

		Latin America				Africa and Western Europe				North America				Japan and Central/Eastern Europe				CSA, and Life Sciences				Corporate				Total
		(U.S. dollars in thousands)
Segment sales		$	431,576			$	209,771			$	99,589			$	180,903			$	155,347			$	6,610			$	1,083,796
Segment income			94,786				34,102				5,393				37,519				23,817				(12,065	)			183,552

For the nine months ended September 30, 2014

 

		Latin America				Africa and Western Europe				North America				Japan and Central/Eastern Europe				CSA, Goëmar and Life Sciences				Corporate				Total
		(U.S. dollars in thousands)
Segment sales		$	431,160			$	233,314			$	102,377			$	169,853			$	161,141			$	(186	)		$	1,097,659
Segment income			100,698				41,351				14,764				31,920				23,040				(19,203	)			192,570

 

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Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

 

3. Segment Information (continued)

 

Adjustments and Eliminations

The adjustments between reportable segment information and the interim condensed consolidated financial statements of the Group for the nine months ended September 30, 2013 and 2014 were summarized as follows:

 

		Nine months ended September 30,
(U.S. dollars in thousands)		2013				2014
Segment sales		$	1,083,796			$	1,097,659
Agent sales, discounts and adjustments not attributable to a segment			(48,864	)			(35,447	)
Sales		$	1,034,932			$	1,062,212

 

		Nine months ended September 30,
(U.S. dollars in thousands)		2013				2014
Consolidated segment income		$	183,552			$	192,570
Depreciation and amortization			(54,129	)			(54,265	)
Other operating income (expense), net			714				(14,712	)
Other credit agreement adjustments			(8,828	)			(11,159	)
Operating income			121,309				112,434
Financial income (expense), net			(80,253	)			(92,771	)
Income (loss) before tax from continuing operations		$	41,056			$	19,663

4. Discontinued Operations

In 2012, the Group discontinued two separate businesses, its Midas business, primarily located in North America, and the FES group of companies, which represents substantially all of its business located in Russia. The Group disposed of FES in July 2014, and no material gain or loss was recorded. Income (loss) relating to those discontinued operations was as follows:

 

		Nine months ended September 30,
(U.S. dollars in thousands)		2013				2014
Sales		$	3,442			$	549
Cost of goods sold			(3,380	)			(549	)
Gross profit			62				—
Selling, general and administrative expense			(3,805	)			(187	)
Other operating income			758				78
Other operating expense			(259	)			(211	)
Operating income (loss)			(3,244	)			(320	)
Financial income			5				—
Financial expense			(1,122	)			(544	)
Income (loss) before tax from discontinued operations			(4,361	)			(864	)
Income tax benefit (expense)			450				176
Income (loss) after tax from discontinued operations attributable to ALS shareholder		$	(3,911	)		$	(688	)

 

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Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

 

5. Earnings (loss) per Share

Basic and diluted earnings per share (“EPS”) amounts are calculated by dividing the net income (loss) for the nine months attributable to ordinary equity holders of the company by the weighted average number of ordinary shares outstanding during the nine months as the Group has not issued any potentially dilutive securities, such as stock options or stock appreciation rights.

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorization of these financial statements.

The following reflects the income and share data used in the basic and diluted earnings per share computations:

 

		Nine months ended September 30,
(U.S. dollars in thousands)		2013				2014
Net income (loss) attributable to shareholder of ALS from continuing operations		$	(27,299	)		$	(41,571	)
Net income (loss) attributable to shareholder of ALS from discontinued operations			(3,911	)			(688	)
Net income (loss) attributable to shareholder of ALS basic and diluted		$	(31,210	)		$	(42,259	)

 

		Nine months ended September 30,
		2013				2014
Weighted average number of shares - basic and diluted			1				1

 

		Nine months ended September 30,
(U.S. dollars in thousands)		2013				2014
Basic and diluted EPS attributable to ordinary shareholder of ALS		$	(31,210	)		$	(42,259	)
Basic and diluted EPS from continuing operations		$	(27,299	)		$	(41,571	)

 

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Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

 

6. Other Income (Expense)

Other Operating Income

 

		Nine months ended September 30,
(U.S. dollars in thousands)		2013				2014
Gain on disposal of fixed assets		$	164			$	325
Earnings on equity method			65				176
Others			980				365
Total other operating income		$	1,209			$	866

Other Operating Expense

 

		Nine months ended September 30,
(U.S. dollars in thousands)		2013				2014
Loss on disposal of fixed assets		$	(495	)		$	(259	)
Impairment losses on intangible assets (note 15)			—				(15,319	)
Total other operating expense		$	(495	)		$	(15,578	)

7. Financial Income (Expense)

Financial Income by Category of Financial Instruments

For the nine months ended September 30, 2013

 

(U.S. dollars in thousands)		Loans and receivables				Available- for-sale financial assets				Total
Interest income		$	15,969			$	—			$	15,969
Dividend income			—				23				23
		$	15,969			$	23			$	15,992
Foreign exchange gain											30,629
Others											5,435
Total financial income										$	52,056

 

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Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

 

7. Financial Income (Expense) (continued)

 

For the nine months ended September 30, 2014

 

(U.S. dollars in thousands)		Financial assets at FVTPL				Loans and receivables				Available- for-sale financial assets				Total
Interest income		$	—			$	13,412			$	—			$	13,412
Dividend income			—				—				85				85
Gains on valuation of derivatives, net			34				—				—				34
		$	34			$	13,412			$	85			$	13,531
Others															10,377
Total financial income														$	23,908

Financial Expense by Category of Financial Instruments

For the nine months ended September 30, 2013

 

(U.S. dollars in thousands)		Financial liabilities at FVTPL				Financial liabilities at amortized cost				Total
Interest expense		$	—			$	(104,848	)		$	(104,848	)
Losses on valuation of derivatives, net			(1,701	)			—				(1,701	)
		$	(1,701	)		$	(104,848	)		$	(106,549	)
Financing discounts											(9,603	)
Others											(16,157	)
Total financial expense										$	(132,309	)

For the nine months ended September 30, 2014

 

(U.S. dollars in thousands)		Financial liabilities at FVTPL				Financial liabilities at amortized cost				Derivative hedging instruments				Total
Interest expense		$	—			$	(82,199	)		$	(3,956	)		$	(86,155	)
Foreign exchange loss															(13,758	)
Financing discounts															(8,963	)
Others															(7,803	)
Total financial expense														$	(116,679	)

 

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Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

 

8. Business Combinations

On March 25, 2014, the Group acquired 100% of the Laboratoires Goëmar group (“Goëmar”), a global manufacturer and supplier of innovative nutrition for plants based in Saint Malo, France. The Group will combine the Goëmar product portfolio, which includes Physio ActivatorTM and Natural Defense technologies, with the Group’s related products expanding Goëmar’s distribution capabilities.

The initial accounting for this acquisition, including the determination of the acquisition date fair value of the tangible and intangible assets acquired and the liabilities assumed, has not been finalized as of the issuance date of the interim condensed consolidated financial statements. The Group has used the book value of the acquired assets and liabilities assumed for the provisional purchase price accounting. The goodwill recognised does not give rise to any deduction for tax purposes.

The recognised identifiable assets and liabilities at March 25, 2014 were as follows:

 

(U.S. dollars in thousands)		Provisional
Cash and cash equivalents		$	7,572
Trade receivables and other current assets			13,732
Non-current assets			8,675
Total assets			29,979
Liabilities			19,687
Total net assets			10,292
Goodwill arising on acquisition		$	147,288

Transaction costs of $5.0 million include $2.3 million of debt issuance costs, which were offset against the carrying value of the debt and will be amortized over the life of the debt. The remaining transaction costs have been expensed and are included in selling, general and administrative expenses. Since acquisition, revenue and net income of Goëmar was $14.7 million and $2.6 million, respectively. If the Company had acquired Goëmar as of January 1, 2014, proforma consolidated revenues and proforma net loss for the nine months ended September 30, 2014 would have been $1,073.6 million and $32.0 million, respectively.

9. Cash and Cash equivalents

 

(U.S. dollars in thousands)		December 31, 2013				September 30, 2014
Cash at bank and on hand		$	246,627			$	181,004
Short-term deposits			11,938				5,260
Cash and cash equivalents		$	258,565			$	186,264

 

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Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

 

10. Inventories

 

(U.S. dollars in thousands)		December 31, 2013				September 30, 2014
Raw materials		$	62,367			$	67,993
Work in progress			8,652				15,679
Finished products			165,949				203,775
Total inventories		$	236,968			$	287,447

11. Debt

 

(U.S. dollars in thousands)		December 31, 2013				September 30, 2014
Short-term debt		$	6,294			$	26,469
Current portion of long-term debt			11,500				13,261
Total short-term debt		$	17,794			$	39,730
Long-term debt			1,589,649				1,754,567
Total debt		$	1,607,443			$	1,794,297

In May 2013, the Group borrowed $1.64 billion under its First and Second Lien Credit and Guaranty Agreements (collectively its “First and Second Lien Term Loans”). The term loan under the Group’s First Lien Credit Facility of $1.15 billion was issued at LIBOR plus 3.5%, due May 2020, and the term loan under the Second Lien Credit Facility of $490.0 million was issued at LIBOR plus 7.0%, due November 2020.

On March 24, 2014, the Group borrowed an additional $175.0 million as an incremental term loan under its existing May 2013 $1.15 billion First Lien Credit and Guaranty Agreement issued at a discount to par at a price of 99.5% and bearing interest at LIBOR plus 3.5%, due May 2020. The Group used the proceeds from the additional borrowing for the acquisition of Goëmar as well as to fund general corporate purposes.

Additionally, the Group also has a revolving credit facility with a capacity to borrow $150.0 million.

 

(U.S. dollars in thousands)		December 31, 2013				September 30, 2014
Total revolving credit facility		$	150,000			$	150,000
Drawdown			—				—
Available for drawdown		$	150,000			$	150,000

 

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Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

 

12. Other Financial Liabilities

As of December 31, 2013

 

(U.S. dollars in thousands)		Financial liabilities at FVTPL				Financial liabilities at amortized cost				Derivative hedging instruments				Total
Interest payable		$	—			$	9,500			$	—			$	9,500
Derivative liabilities			2,619				—				5,885				8,504
Factoring and other financial liabilities			—				97,846				—				97,846
Total other current financial liabilities		$	2,619			$	107,346			$	5,885			$	115,850
Derivative liabilities			—				—				73				73
Other non-current financial liabilities			—				297				—				297
Total other non-current financial liabilities		$	—			$	297			$	73			$	370

As of September 30, 2014

 

(U.S. dollars in thousands)		Financial liabilities at FVTPL				Financial liabilities at amortized cost				Derivative hedging instruments				Total
Interest payable		$	—			$	5,196			$	—			$	5,196
Derivative liabilities			3,457				—				5,090				8,547
Factoring and other financial liabilities			—				64,022				—				64,022
Total other current financial liabilities		$	3,457			$	69,218			$	5,090			$	77,765
Other non-current financial liabilities			—				2,548				—				2,548
Total other non-current financial liabilities		$	—			$	2,548			$	—			$	2,548

13. Commitments and Contingencies

There was no significant change in the total amount of commitments and contingencies as of September 30, 2014, compared with December 31, 2013.

 

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Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

 

14. Financial Instruments

The following tables show the carrying amounts and fair values of financial assets and liabilities by classes of financial instruments as of September 30, 2014 and December 31, 2013, respectively. The inputs used in the fair value measurement are categorized into three levels based upon the observability of the inputs in markets, described below.

Carrying amounts and fair value of financial instruments as of December 31, 2013

 

										Fair value hierarchy
(U.S. dollars in thousands)		Carrying amount				Fair value				Level 1				Level 2				Level 3
Long-term loan receivables		$	1,526			$	1,526			$	—			$	1,526			$	—
Equity investments			14,886				14,886				1,026				29				13,831
Derivative assets			9,865				9,865				—				9,865				—
Long-term other financial assets			1,923				1,923				—				1,923				—
Total financial assets		$	28,200			$	28,200			$	1,026			$	13,343			$	13,831
Long-term debt		$	1,589,649			$	1,589,649			$	—			$	1,589,649			$	—
Derivative liabilities			8,577				8,577				—				8,577				—
Other non-current financial liabilities			297				297				—				297				—
Total financial liabilities		$	1,598,523			$	1,598,523			$				$	1,598,523			$	—

Carrying amounts and fair value of financial instruments as of September 30, 2014

 

										Fair value hierarchy
(U.S. dollars in thousands)		Carrying amount				Fair value				Level 1				Level 2				Level 3
Long-term loan receivables		$	1,028			$	1,028			$	—			$	1,028			$	—
Equity investments			14,662				14,662				3,324				—				11,338
Derivative assets			11,821				11,821				—				11,821				—
Long-term other financial assets			1,906				1,906				—				1,906				—
Total financial assets		$	29,417			$	29,417			$	3,324			$	14,755			$	11,338
Long-term debt		$	1,754,567			$	1,754,567			$	—			$	1,754,567			$	—
Derivative liabilities			8,547				8,547				—				8,547				—
Other non-current financial liabilities			2,548				2,548				—				2,548				—
Total financial liabilities		$	1,765,662			$	1,765,662			$	—			$	1,765,662			$	—

 

Level 1:

Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date

 

Level 2:

Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly

 

Level 3:

Unobservable inputs for the assets or liabilities

 

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Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

 

14. Financial Instruments (continued)

 

Measurement of Fair Value

(1) Loan receivables

The fair value of long-term loans included in loan receivables is measured at the present value calculated by discounting each portion of receivables as sorted into certain periods, for the corresponding remaining maturity, using the interest rate with credit risk taken into consideration.

(2) Equity investments

The fair value of listed shares is measured on the basis of quoted prices as of the end of each reporting period.

The fair value of investments in unlisted shares is estimated using discounted future cash flows method, price comparison method, based on the prices of similar type of stocks and other valuation methods. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, the discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management’s estimate of fair value for these unlisted equity investments.

(3) Debt

The fair value of debt is measured at present value calculated by discounting each future payment using the appropriate discount rate, which considers both the interest rate and the credit risk.

(4) Currency related derivatives

The fair value of currency related derivatives is mainly measured at the end of year based on the forward exchange rates.

(5) Interest rate related derivatives

The fair value of interest rate related derivatives is mainly measured at the present value calculated by discounting future cash flows by applying the appropriate rate as of the end of each reporting period.

 

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Arysta LifeScience Limited

Interim Condensed Consolidated Financial Statements

 

15. Impairment of Intangible Assets

The Group assesses whether there are impairment indicators for intangible assets at each reporting date. If impairment indicators are present, recoverable amounts for such assets are calculated and impairment losses are assessed. The recoverable amounts are determined based on the value in use of the intangible assets.

These assumptions were management’s best estimates completed as part of its routine financial planning process, which obtains forecasts from each business unit and involves a comprehensive review of all relevant inputs and estimates. These forecasts considered past experiences, actual operating results, and external market information and were approved by the board of directors when these forecasts were completed. These assumptions can be subject to significant adjustment from factors such as macroeconomic factors impacting the general market, financial performance of new product registrations, and the Group’s ability to maintain or grow market share in primary markets.

Based on its analysis, using a pre-tax discount rate of 6%, the Group determined that the carrying value of certain product registration rights in North America were in excess of their recoverable amounts and accordingly recorded impairment losses, in respect of continuing operations, of $15.3 million during the nine month period ended September 30, 2014. The impairment losses were primarily due to lower expectations for the overall profitability and the expected discontinuation of the underlying product and were allocated exclusively to the North America reportable segment. The charges recorded for the nine months ended September 30, 2014 are recorded within Other Operating Expense in the Interim Condensed Consolidated Income Statement.

16. Subsequent event

On October 20, 2014, the Company’s immediate parent company Nalozo S.a.r.l. entered into a share purchase agreement pursuant to which Platform Specialty Products Corporation, a company traded on the New York Stock Exchange under the ticker symbol PAH with headquarters in Delaware, USA (“Platform”), agreed to acquire the Group for approximately $3.51 billion, consisting of $2.91 billion in cash, subject to working capital and other adjustments, and $600 million of new Series B convertible preferred stock of Platform. The acquisition of the Group is subject to the satisfaction or waiver of certain closing conditions customary for a transaction of this type, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approvals of government authorities and antitrust authorities from certain non-U.S. jurisdictions.

The acquisition is expected to close in the first calendar quarter of 2015 and, if successfully completed, would trigger the vesting of the units in the Management Executive Plan that the Group has for its executive employees and the settlement of the obligation to repurchase certain non-voting shares beneficially owned by Jean-Pierre Princen, Chief Executive Officer of Laboratoires Goëmar, as described in note 21 to the Group’s audited consolidated financial statements for the year ended December 31, 2013. No significant impact is expected to result from the above arrangements on the Group’s results of operations and financial position.

 

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