Form 8-K Nexeo Solutions, Inc. For: Dec 06

December 6, 2017 4:26 PM


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):  December 6, 2017
NEXEO SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
001-36477
 
46-5188282
(State or other jurisdiction of
 
(Commission File Number)
 
(IRS Employer Identification
incorporation)
 
 
 
No.)
3 Waterway Square Place, Suite 1000
 
 
The Woodlands, Texas
 
77380
(Address of principal executive offices)
 
(Zip Code)
Registrant’s 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o






Item 2.02 Results of Operations and Financial Condition
 
On December 6, 2017, Nexeo Solutions, Inc. (the “Company”) announced its consolidated financial results for the quarter and fiscal year ended September 30, 2017. Copies of the Company’s press release and related presentation are furnished herewith as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein. The press release and presentation contain certain non-GAAP financial information. Reconciliations of such information to GAAP financial measures are included in the press release and presentation.

The information in this Current Report, including Exhibit 99.1 and Exhibit 99.2, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and it will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such a filing.
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits 
EXHIBIT
 
DESCRIPTION
 
 
 
 
Press Release
 
 
 
 
Nexeo Solutions, Inc. Fourth Quarter and Fiscal Year 2017 Earnings Presentation






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.
 
 
NEXEO SOLUTIONS, INC
 
 
 
 
 
By:
/s/ Michael B. Farnell, Jr.
 
 
Michael B. Farnell, Jr.
 
 
Executive Vice President and Chief Administrative Officer
 
 
 
 
Dated: December 6, 2017
 





EXHIBIT INDEX
 
Exhibit
 
Description
 
Press Release
 
 
 
 
Nexeo Solutions, Inc. Fourth Quarter and Fiscal Year 2017 Earnings Presentation



EXHIBIT 99.1

Nexeo Solutions Reports Fourth Quarter and Fiscal Year 2017 Financial Results

Fourth Quarter and Fiscal Year 2017 Highlights (Versus Fiscal Year 2016)
Fourth fiscal quarter revenue up 15%, full fiscal year up 7%
Fourth fiscal quarter net income of $13.6 million, or $0.18 per share, and full fiscal year net income of $14.4 million, or $0.19 per share
Fourth fiscal quarter Adjusted EBITDA growth of 14%, full fiscal year growth of 6%
Strong broad-based volume growth of 8% in the quarter coupled with 60 basis points of gross profit margin improvement

THE WOODLANDS, Texas - December 06, 2017 - Nexeo Solutions, Inc. (NASDAQ:NXEO) (the "Company" or "Nexeo Solutions"), today announced its consolidated financial results for the three months and fiscal year ended September 30, 2017.

David Bradley, President and Chief Executive Officer of Nexeo Solutions stated, "I am pleased to report we delivered our third consecutive quarter of double-digit Adjusted EBITDA growth. Our results are attributable to our team’s commitment to connecting our customers and suppliers utilizing our proprietary operating platform which gives us the ability to react in real-time to changing market conditions and provide a unique level of transparency to our partners." Mr. Bradley continued, "We continue to execute well on our strategy and with the macro-industrial environment showing signs of improvement, we have good momentum in the business as we enter fiscal year 2018."

Sales and operating revenues for the three months ended September 30, 2017 were $981.7 million, including $20.1 million in revenues from Ultra Chem, and $851.4 million for the three months ended September 30, 2016. Excluding the impact of Ultra Chem, the increase in revenues was driven by a 7.0% increase in volume as well as 5.6% higher average selling prices.

Gross profit was $109.1 million, or 11.1%, and $89.6 million, or 10.5%, for the three months ended September 30, 2017 and September 30, 2016, respectively. The increase in gross profit was primarily driven by the increase in both volume and average selling prices across the Chemicals and Plastics lines of business as well as more effective pricing strategy in the Other segment during the three months ended September 30, 2017.

The Company reported net income of $13.6 million and $8.7 million for the three months ended September 30, 2017 and September 30, 2016, respectively. Adjusted EBITDA was $52.7 million and $46.4 million for the three months ended September 30, 2017 and September 30, 2016, respectively. For a description of Adjusted EBITDA and a reconciliation to its most comparable GAAP financial measure, please read "Non-GAAP Financial Measures".

Fourth Quarter 2017 Performance

The results of the Company's operating performance are described below and, unless otherwise indicated, are a comparison of the three months ended September 30, 2017 with the three months ended September 30, 2016.
 
 
 
 
Period Over Period
 
Three Months
Ended
September 30, 2017
 
Three Months
Ended
September 30, 2016
 
 
$ Change
 
% Change
Chemicals
 

 
 
 
 
 

 
 
Sales and operating revenues
$
455.9

 
$
383.9

 
 
$
72.0

 
18.8
%
Gross profit
58.0

 
46.1

 
 
11.9

 
25.8
%
Plastics
 

 
 
 
 
 
 
 
Sales and operating revenues
491.3

 
436.8

 
 
54.5

 
12.5
%
Gross profit
42.3

 
36.9

 
 
5.4

 
14.6
%
Other
 

 
 
 
 
 
 
 
Sales and operating revenues
34.5

 
30.7

 
 
3.8

 
12.4
%
Gross profit
8.8

 
6.6

 
 
2.2

 
33.3
%
Consolidated
 

 
 
 
 
 
 
 
Sales and operating revenues
981.7

 
851.4

 
 
130.3

 
15.3
%
Gross profit
109.1

 
89.6

 
 
19.5

 
21.8
%
 




EXHIBIT 99.1

Segment Highlights

Chemicals - Sales and operating revenues for the Chemicals line of business for the three months ended September 30, 2017 were $455.9 million, including $19.7 million in revenues from Ultra Chem, and $383.9 million for the three months ended September 30, 2016. Excluding the impact from Ultra Chem, the increase in revenue was driven by a 4.1% increase in volume as well as a 9.2% increase in average selling prices.
Gross profit was $58.0 million, or 12.7%, and $46.1 million, or 12.0%, for the three months ended September 30, 2017 and September 30, 2016, respectively. The increase in gross profit was primarily due to the increase in both volume and average selling price as discussed above.

Plastics - Sales and operating revenues for the Plastics line of business were $491.3 million and $436.8 million for the three months ended September 30, 2017 and September 30, 2016, respectively. The increase in revenue was driven by a 10.7% increase in volume as well as a 1.6% increase in average selling prices.
Gross profit was $42.3 million, or 8.6%, and $36.9 million, or 8.4%, for the three months ended September 30, 2017 and September 30, 2016, respectively. The increase in gross profit was primarily due to the increase in both volume and average selling price as discussed above.

Other - Sales and operating revenues for the Other segment were $34.5 million and $30.7 million for the three months ended September 30, 2017 and September 30, 2016, respectively. The increase in revenues was primarily driven by a more effective pricing strategy during the three months ended September 30, 2017.
Gross profit was $8.8 million, or 25.5%, and $6.6 million, or 21.5%, for the three months ended September 30, 2017 and September 30, 2016, respectively. The increase in gross profit was primarily due to a more effective pricing strategy as discussed above.

Nexeo Solutions to Hold Earnings Conference Call

The Company will hold a conference call to discuss its fourth quarter and fiscal year 2017 earnings on Thursday, December 7, 2017 at 9:00 a.m. CT (10:00 a.m. ET). To participate in the conference call by telephone, please call one of the following telephone numbers and reference the below access passcode 10 minutes prior to the scheduled start time:

Domestic:    +1.844.412.1004
International:    +1.216.562.0451
Passcode:    7867188

The conference call and presentation will also be broadcast live via the Internet. You may listen by accessing the Investor Relations section of the Company's website at www.nexeosolutions.com. You should connect to the website at least 15 minutes prior to the conference call to register, download and install any necessary audio software to ensure a successful user experience.

If you are unable to participate, a replay of the conference call will be available on December 7, 2017, beginning at 12:00 p.m. CT (1:00 p.m. ET), through December 14, 2017. The phone number for the conference call replay is +1.855.859.2056 (Domestic) or +1.404.537.3406 (International). The access passcode is 7867188. Additionally, the recorded conference call will be accessible through the Investor Relations section of the Company’s website at www.nexeosolutions.com.

All individuals listening to the conference call or the replay are reminded that all conference call material is copyrighted by the Company and cannot be recorded or rebroadcast without the Company's expressed written consent.

Basis of Presentation

As a result of the business combination, the Company was identified as the acquirer for accounting purposes, and the historical operations of Nexeo Solutions Holdings, LLC and its subsidiaries was deemed to be the accounting predecessor. The business combination was accounted for using the acquisition method of accounting and the Successor financial statements reflect a new basis of accounting for the assets and liabilities of the acquired company that is based on the fair value of net assets acquired and liabilities assumed. As a result of the application of the acquisition method of accounting, the condensed consolidated financial statements for the Predecessor period and for the Successor period are presented on a different basis and are, therefore, not directly comparable without certain adjustments.



EXHIBIT 99.1


Non-GAAP Financial Measures

Adjusted EBITDA was derived based on methodologies other than in accordance with generally accepted accounting principles in the United States ("GAAP"). The Company’s management has included this measure because they believe it is indicative of the Company’s operating performance, is used by investors and analysts to evaluate the Company and can facilitate comparisons across periods. As presented by the Company’s management, this measure may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA should be considered in addition to, not as a substitute for, financial measures presented in accordance with GAAP. Moreover, certain non-GAAP financial measures as presented for financial reporting purposes herein may differ from similarly titled measures in the applicable covenants in our credit facilities.
The Company evaluates performance on the basis of Adjusted EBITDA, which it defines as its consolidated net income (loss), plus the sum of interest expense, net of interest income, income tax expense (benefit), depreciation, amortization, other operating expenses, net (which primarily consists of acquisition and integration-related expenses, employee stock-based compensation expense, and other restructuring and transformational expenses), impairment charges, loss on extinguishment of debt and other income (expense), net, gains and losses on foreign currency transactions, debt refinancing costs and other non-operating activity. Management believes that Adjusted EBITDA is indicative of the Company’s operating performance and that it is used by investors and analysts to evaluate companies with similar capital structures. The Company believes that Adjusted EBITDA is an important indicator of operating performance because:
Adjusted EBITDA excludes the effects of income taxes, as well as the effects of financing and investing activities by eliminating the effects of interest, depreciation and amortization;
the Company uses Adjusted EBITDA in setting performance incentive targets;
the Company considers gains (losses) on the acquisition, disposal and impairment of assets as resulting from investing decisions rather than ongoing operations; and
other significant one-time items, while periodically affecting the Company's results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of its results.
A reconciliation of Adjusted EBITDA to Net Income (Loss) Attributable to Nexeo Solutions, Inc. and Subsidiaries, the most comparable GAAP financial measure, is included at the end of this release.

About Nexeo Solutions, Inc.

Nexeo Solutions is a leading global chemicals and plastics distributor, representing products from world-class producers to a diverse customer base. From product specification to sustainable solutions, the Company goes beyond traditional logistics to provide value-added services across many industries, including chemicals manufacturing, oil and gas, coatings, personal care, healthcare, automotive and 3D printing. The Company leverages a centralized technology platform to identify efficiencies and create solutions to unlock value for suppliers and customers. Learn more at www.nexeosolutions.com.




EXHIBIT 99.1

Forward-Looking Statements

This press release contains statements related to the Company’s future plans and expectations and, as such, includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are those statements that are based upon management’s current plans and expectations as opposed to historical and current facts and are often identified in this press release by use of words including but not limited to “may,” “believe,” “will,” “project,” “expect,” “estimate,” “anticipate,” and “plan.” Although the forward-looking statements contained in this press release reflect management’s current assumptions based upon information currently available to management and based upon that which management believes to be reasonable assumptions, the Company cannot be certain that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve significant known and unknown risks, assumptions and uncertainties that may cause the Company’s actual results, performance prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things: the Company’s ability to achieve projected cost savings; consolidation of the Company’s competitors; increased costs of products the Company purchases and its ability to pass on cost increases to its customers; disruptions to the supply of chemicals and plastics that the Company distributes or in the operations of the Company’s customers; the Company’s significant working capital requirements and the risks associated with maintaining large inventories; any disruptions to the Company’s ERP system; the Company’s ability to meet the demands of the Company’s customers on a timely basis; risks and costs related with operating as a stand-alone company; risks related to the Company’s supplier and customer contracts; risks related to the Company’s substantial indebtedness; changes in state, federal or foreign laws affecting the industries in which we operate; the Company’s ability to comply with any new and existing environmental and other laws and regulations; and general business and economic trends in the United States and other countries, including uncertainty as to changes and trends. The Company's future results will depend upon various other risks and uncertainties, including the risks and uncertainties discussed in the Company's SEC filings, including in the sections entitled “Risk Factors” in such SEC filings.

FOR FURTHER INFORMATION PLEASE CONTACT
Investor Relations, Nexeo Solutions
Tel: +1.281.297.0856, Investor.Relations@nexeosolutions.com



EXHIBIT 99.1

Nexeo Solutions, Inc. and Subsidiaries
Consolidated Balance Sheets
(in millions, except share amounts and par value)
 
September 30, 2017
 
September 30, 2016
Current Assets
 
 
 
Cash and cash equivalents
$
53.9

 
$
47.5

Accounts and notes receivable (net of allowance for doubtful accounts of $2.2 million and $1.4 million, respectively)
597.4

 
474.8

Inventories
315.5

 
315.8

Income taxes receivable
3.4

 
2.8

Other current assets
19.8

 
22.9

Total current assets
990.0

 
863.8

 
 
 
 
Non-Current Assets
 

 
 

Property, plant and equipment, net
316.1

 
322.6

Goodwill
703.0

 
665.7

Other intangible assets, net of amortization
231.5

 
215.0

Deferred income taxes
2.3

 
1.1

Other non-current assets
10.6

 
10.7

Total non-current assets
1,263.5

 
1,215.1

Total Assets
$
2,253.5

 
$
2,078.9

 
 
 
 
Current Liabilities
 
 
 
Short-term borrowings, current portion of long-term debt and capital lease obligations
$
51.1

 
$
47.7

Accounts payable
384.2

 
325.8

Accrued expenses and other liabilities
58.4

 
45.7

Due to related party pursuant to contingent consideration obligations
12.5

 

Income taxes payable
3.2

 
2.0

Total current liabilities
509.4

 
421.2

 
 
 
 
Non-Current Liabilities
 
 
 
Long-term debt and capital lease obligations, less current portion, net
794.0

 
765.6

Deferred income taxes
34.9

 
23.1

Due to related party pursuant to contingent consideration obligations
127.7

 
118.4

Other non-current liabilities
9.9

 
5.8

Total non-current liabilities
966.5

 
912.9

Total Liabilities
1,475.9

 
1,334.1

 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
Equity
 
 
 
Preferred stock, $0.0001 par value (1,000,000 shares authorized, none issued and outstanding as of September 30, 2017 and September 30, 2016)

 

Common stock, $0.0001 par value (300,000,000 shares authorized, 89,353,641 shares issued and 89,344,065 shares outstanding as of September 30, 2017 and 89,286,936 shares issued and outstanding as of September 30, 2016)

 

Additional paid-in capital
764.4

 
758.9

Retained earnings (Accumulated deficit)
4.8

 
(9.6
)
Accumulated other comprehensive income (loss)
8.5

 
(4.5
)
Treasury stock, at cost: 9,576 shares as of September 30, 2017 and none as of September 30, 2016
(0.1
)
 

Total equity
777.6

 
744.8

Total Liabilities and Equity
$
2,253.5

 
$
2,078.9






EXHIBIT 99.1

Nexeo Solutions, Inc. and Subsidiaries
Consolidated Statements of Operations
(in millions, except share amounts and par value)
 
 
 
Successor
 
 
Predecessor
 
 
Fiscal Year Ended 
 September 30, 2017
 
Fiscal Year Ended
September 30, 2016*
 
 
October 1, 2015 Through June 8, 2016
Sales and operating revenues
 
$
3,636.9

 
$
1,065.7

 
 
$
2,340.1

Cost of sales and operating expenses
 
3,238.5

 
957.3

 
 
2,068.2

Gross profit
 
398.4

 
108.4

 
 
271.9

Selling, general and administrative expenses
 
312.9

 
91.7

 
 
208.9

Transaction related costs
 
1.9

 
21.3

 
 
33.4

Change in fair value of contingent consideration obligations
 
16.2

 
(11.2
)
 
 

Operating income
 
67.4

 
6.6

 
 
29.6

Other income
 
8.3

 
0.5

 
 
2.9

Interest income (expense)
 
 

 
 

 
 
 

Interest income
 
0.3

 
0.8

 
 
0.1

Interest expense
 
(51.1
)
 
(15.1
)
 
 
(42.3
)
Income (loss) from continuing operations before income taxes
 
24.9

 
(7.2
)
 
 
(9.7
)
Income tax expense
 
10.5

 
1.2

 
 
4.2

Net income (loss) from continuing operations
 
14.4

 
(8.4
)
 
 
(13.9
)
Net income (loss) from discontinued operations, net of tax
 

 

 
 
0.1

Net Income (Loss) Attributable to Nexeo Solutions, Inc.
 
$
14.4

 
$
(8.4
)
 
 
$
(13.8
)
 
 
 
 
 
 
 
 
Net income (loss) per share available to common stockholders
 
 
 
 
 
 
 
Basic
 
$
0.19

 
$
(0.24
)
 
 
 
Diluted
 
$
0.19

 
$
(0.24
)
 
 
 
Weighted average number of common shares outstanding
 
 
 
 
 
 
 
Basic
 
76,752,752

 
35,193,789

 
 
 
Diluted
 
76,839,810

 
35,193,789

 
 
 
 
*The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. 





EXHIBIT 99.1

Nexeo Solutions, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in millions)
 
Successor
 
 
Predecessor
 
Fiscal Year Ended 
 September 30, 2017
 
Fiscal Year Ended
September 30, 2016*
 
 
October 1, 2015 through June 8, 2016
Cash flows from operations
 

 
 
 
 
 

Net income (loss) from continuing operations
$
14.4

 
$
(8.4
)
 
 
$
(13.9
)
Adjustments to reconcile to cash flows from operations:
 

 
 
 
 
 

Depreciation and amortization
73.1

 
20.6

 
 
37.7

Debt issuance costs amortization, debt issuance costs write-offs and original issue discount amortization
4.1

 
0.7

 
 
6.1

Non-cash transaction costs

 
12.8

 
 

Provision for bad debt
(0.2
)
 
0.3

 
 
1.2

Inventory impairment

 

 
 

Impairment charge due to natural disasters
1.5

 

 
 

Deferred income taxes
2.2

 
(1.1
)
 
 
1.1

Equity-based compensation charges
5.5

 
1.5

 
 
2.7

Change in fair value of contingent consideration obligations
16.2

 
(11.2
)
 
 

(Gain) loss from sales of property and equipment
0.2

 
0.2

 
 
(2.0
)
Gain related to reimbursements of certain capital expenditures incurred
(8.1
)
 
(0.8
)
 
 

Gain from debt extinguishment, net

 

 
 
(0.6
)
Changes in assets and liabilities:
 

 
 
 
 
 

Accounts and notes receivable
(101.9
)
 
(5.0
)
 
 
34.4

Inventories
14.4

 
12.5

 
 
8.4

Other current assets
5.6

 
0.1

 
 
(4.1
)
Accounts payable
43.7

 
(14.5
)
 
 
13.4

Related party payable

 
(0.1
)
 
 
(0.3
)
Accrued expenses and other liabilities
6.1

 
(4.9
)
 
 
(9.7
)
Changes in other operating assets and liabilities, net
1.8

 
0.5

 
 
(4.9
)
Net cash provided by operating activities from continuing operations
78.6

 
3.2

 
 
69.5

Net cash provided by (used in) operating activities from discontinued operations

 

 
 
0.1

Net cash provided by operating activities
78.6

 
3.2

 
 
69.6

Cash flows from investing activities
 

 
 
 
 
 

Additions to property and equipment
(27.6
)
 
(12.7
)
 
 
(14.2
)
Proceeds from the disposal of property and equipment
0.6

 
4.7

 
 
2.4

Proceeds from reimbursement for certain capital expenditures incurred
8.4

 
0.5

 
 

Proceeds withdrawn from trust account

 
501.1

 
 

Cash paid for asset and business acquisitions
(65.6
)
 
(360.6
)
 
 

Net cash provided by (used in) investing activities
(84.2
)
 
133.0

 
 
(11.8
)
Cash flows from financing activities
 
 
 
 
 
 
Proceeds from issuance of common stock

 
234.9

 
 

Redemption of common stock

 
(298.5
)
 
 

Proceeds from Sponsor convertible note and Sponsor promissory note

 
0.7

 
 

Repayment of Sponsor convertible note and Sponsor promissory note

 
(1.0
)
 
 

Repurchases of membership units

 

 
 
(0.1
)
Tax distributions associated with membership interests

 

 
 

Purchase of additional noncontrolling equity interest in Nexeo Plaschem

 

 
 

Proceeds from short-term debt
40.6

 
13.3

 
 
20.9

Repayments of short-term debt
(39.3
)
 
(12.8
)
 
 
(17.1
)
Proceeds from issuance of long-term debt
773.8

 
972.5

 
 
292.1




EXHIBIT 99.1

Repayments of long-term debt and capital lease obligations
(762.0
)
 
(205.4
)
 
 
(417.3
)
Repayment of Predecessor long-term debt

 
(767.3
)
 
 

Payments of debt issuance costs
(1.3
)
 
(25.3
)
 
 

Net cash provided by (used in) financing activities
11.8

 
(88.9
)
 
 
(121.5
)
Effect of exchange rate changes on cash and cash equivalents
0.2

 

 
 
0.3

Increase (decrease) in cash and cash equivalents
6.4

 
47.3

 
 
(63.4
)
Cash and cash equivalents at the beginning of the period
47.5

 
0.2

 
 
127.7

Cash and cash equivalents at the end of the period
$
53.9

 
$
47.5

 
 
$
64.3

Supplemental disclosure of cash flow information:
 
 
 
 
 
 
Cash paid during the period for interest
$
46.1

 
$
16.9

 
 
$
32.9

Cash paid during the period for taxes (net of refunds)
$
6.9

 
$
2.9

 
 
$
3.4

Supplemental disclosure of non-cash operating activities:
 
 
 
 
 
 
Non-cash payment of deferred underwriting fees
$

 
$
18.3

 
 
$

Supplemental disclosure of non-cash investing activities:
 
 
 
 
 
 

Non-cash capital expenditures
$
17.3

 
$
3.2

 
 
$
16.5

Non-cash intangible assets acquired
$
3.7

 
$

 
 
$

Supplemental disclosure of non-cash financing activities:
 
 
 
 
 
 
Non-cash capital lease obligations
$
15.3

 
$
0.2

 
 
$
14.3

 
*The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. 





EXHIBIT 99.1

Nexeo Solutions, Inc. and Subsidiaries
Segment Information
(in millions)
 
Successor
 
 
Predecessor
 
Fiscal Year Ended 
 September 30, 2017
 
Fiscal Year Ended
September 30, 2016*
 
 
October 1, 2015 through June 8, 2016
Chemicals
 

 
 
 
 
 

Sales and operating revenues
$
1,667.2

 
$
478.1

 
 
$
1,066.4

Gross profit
205.6

 
55.7

 
 
136.2

Plastics
 

 
 
 
 
 

Sales and operating revenues
1,841.7

 
546.7

 
 
1,192.2

Gross profit
167.2

 
43.6

 
 
117.6

Other
 

 
 
 
 
 

Sales and operating revenues
128.0

 
40.9

 
 
81.5

Gross profit
25.6

 
9.1

 
 
18.1

Consolidated
 

 
 
 
 
 

Sales and operating revenues
3,636.9

 
1,065.7

 
 
2,340.1

Gross profit
398.4

 
108.4

 
 
271.9

 
*The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. 





EXHIBIT 99.1

Nexeo Solutions, Inc. and Subsidiaries
Adjusted EBITDA Reconciliation
(Unaudited, in millions)

 
 
Three Months Ended
September 30, 2017
 
 
Three Months Ended
September 30, 2016
Net income (loss) from continuing operations
 
$
13.6

 
 
$
8.7

Interest expense, net
 
13.0

 
 
12.0

Income tax expense
 
6.5

 
 
2.5

Depreciation and amortization
 
19.6

 
 
16.3

Other operating expenses, net (1)
 

 
 
6.9

Adjusted EBITDA from continuing operations
 
$
52.7

 
 
$
46.4


(1) 
See Other Operating Expenses, Net table for additional detail

 
Successor
 
 
Predecessor
 
Fiscal Year Ended 
 September 30, 2017
 
Fiscal Year Ended
September 30, 2016*
 
 
October 1, 2015 through June 8, 2016
Net income (loss)
$
14.4

 
$
(8.4
)
 
 
$
(13.8
)
Net income from discontinued operations

 

 
 
(0.1
)
Interest expense, net
50.8

 
14.3

 
 
42.2

Income tax expense
10.5

 
1.2

 
 
4.2

Depreciation and amortization
73.1

 
20.6

 
 
37.7

Other operating expenses, net (1)
35.8

 
33.2

 
 
42.6

Adjusted EBITDA from continuing operations
$
184.6

 
$
60.9

 
 
$
112.8

*The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. 

(1) 
See Other Operating Expenses, Net table for additional detail




EXHIBIT 99.1

Nexeo Solutions, Inc. and Subsidiaries
Other Operating Expenses, Net
(Unaudited, in millions)

 
 
Three Months Ended
September 30, 2017
 
 
Three Months Ended
September 30, 2016
Management add-backs (1)
 
$
2.5

 
 
$
3.4

Change in fair value of contingent consideration obligations
 
(3.6
)
 
 
(11.2
)
Foreign exchange (gains) losses, net (2)
 
(0.6
)
 
 
0.7

Compensation expense related to management equity plan (non-cash)
 
1.3

 
 
1.2

Gain on sale of Franklin Park
 

 
 
2.6

Inventory step up
 
(0.2
)
 
 
6.9

Transaction and other transaction related costs (3)
 
0.6

 
 
3.3

Other operating expenses, net
 
$

 
 
$
6.9

 
(1) 
One-time management adjustments associated with integration, restructuring, transformational activities and asset impairments
(2) 
Includes the impact of net realized and unrealized foreign exchange gains and losses related to transactions in currencies other than the functional currency of the respective legal entity for the purpose of evaluating the Company's performance and facilitating more meaningful comparisons of performance to other fiscal periods
(3) 
Includes professional and transaction costs related to acquisitions, potential acquisitions and other business combination related items


 
Successor
 
 
Predecessor
 
Fiscal Year Ended 
 September 30, 2017
 
Fiscal Year Ended
September 30, 2016*
 
 
October 1, 2015 Through June 8, 2016
Management add-backs (1)
$
10.6

 
$
4.1

 
 
$
4.8

Change in fair value of contingent consideration obligations
16.2

 
(11.2
)
 
 

Foreign exchange (gains) losses, net (2)
0.6

 
1.1

 
 
1.5

Management fees (3)

 

 
 
2.2

Compensation expense related to management equity plan (non-cash)
5.5

 
1.5

 
 
0.7

Gain on sale of Franklin Park

 
2.6

 
 

Inventory step up
1.0

 
13.8

 
 

Transaction and other transaction related costs (4)
1.9

 
21.3

 
 
33.4

Other operating expenses, net
$
35.8

 
$
33.2

 
 
$
42.6

 
*The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016. 
(1) 
One-time management adjustments associated with integration, restructuring, transformational activities and asset impairments
(2) 
Includes the impact of net realized and unrealized foreign exchange gains and losses related to transactions in currencies other than the functional currency of the respective legal entity for the purpose of evaluating the Company's performance and facilitating more meaningful comparisons of performance to other fiscal periods
(3) 
Management, monitoring, consulting, reimbursable fees and leverage fees, per the agreement with TPG Capital, L.P.; In connection with the business combination, this agreement was terminated
(4) 
Includes professional and transaction costs related to acquisitions, potential acquisitions and other business combination related items



1 FOURTH QUARTER & FISCAL YEAR 2017 Earnings Conference Call & Presentation December 7, 2017 at 9:00 a.m. CT (10:00 a.m. ET) EXHIBIT 99.2


 
2 Fourth Quarter and Fiscal Year 2017 Welcome to Nexeo’s Earnings Conference Call and Presentation December 7, 2017 beginning at 9:00 a.m. CT (10:00 a.m. ET) …Please stand by, we will begin momentarily Dial-In Information Domestic: +1.844.412.1004 International: +1.216.562.0451 Passcode: 7867188 EXHIBIT 99.2


 
3 Agenda and Management Introductions 1 INTRODUCTIONS AND SAFE HARBOR 2 BUSINESS COMMENTARY 3 FINANCIAL PERFORMANCE 4 CLOSING REMARKS Michael Everett VP, Treasurer, FP&A, Investor Relations David Bradley President & Chief Executive Officer Ross Crane Executive VP & Chief Financial Officer David Bradley President & Chief Executive Officer 5 Q&A EXHIBIT 99.2


 
4 Non-GAAP Financial Measures and Safe Harbor Non-GAAP Financial Measures Certain financial measures presented herein, including EBITDA, Adjusted EBITDA, Conversion Ratio and Net Debt were derived based on methodologies other than in accordance with generally accepted accounting principles (GAAP). We have included these measures because we believe they are indicative of our operating performance, are used by investors and analysts to evaluate us and can facilitate comparisons across periods. As presented by us, these measures may not be comparable to similarly titled measures reported by other companies. EBITDA, Adjusted EBITDA, Conversion Ratio and Net Debt should be considered in addition to, not as substitutes for, financial measures presented in accordance with GAAP. For a reconciliation of EBITDA, Adjusted EBITDA and Net Debt to the most comparable GAAP financial measure, see the appendix slides. Safe Harbor Forward Looking Statements: This presentation contains statements related to Nexeo Solutions, Inc.’s (“Nexeo” or the “Company”) future plans and expectations and, as such, includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are those statements that are based upon management’s current plans and expectations as opposed to historical and current facts. Although the forward-looking statements contained in this presentation reflect management’s current assumptions based upon information currently available to management and based upon that which management believes to be reasonable assumptions, the Company cannot be certain that actual results will be consistent with these forward-looking statements. The Company’s future results will depend upon various risks and uncertainties, including the risks and uncertainties discussed in the Company’s SEC filings, including in the sections entitled “Risk Factors” in such SEC filings. The Company does not intend to provide all information enclosed in this presentation on an ongoing basis. EXHIBIT 99.2


 
BUSINESS COMMENTARY David Bradley President & Chief Executive Officer EXHIBIT 99.2


 
Business Update 6  Fourth fiscal quarter revenue up 15%, full fiscal year up 7%  Fourth fiscal quarter net income of $13.6 million, or $0.18 per share, and full fiscal year net income of $14.4 million, or $0.19 per share  Fourth fiscal quarter adjusted EBITDA* growth of 14%, full fiscal year growth of 6%  Successfully mitigated potential financial impact of natural disasters  Nine new authorizations from specialty suppliers, an 80% increase from last year *Non-GAAP financial measure; See appendix slides for reconciliation to the most comparable GAAP financial measure Adjusted EBITDA* Growth Year-Over-Year (14%) 10% 12% 14% Q1-FY17 Q2-FY17 Q3-FY17 Q4-FY17 EXHIBIT 99.2


 
FINANCIAL PERFORMANCE Ross Crane Chief Financial Officer EXHIBIT 99.2


 
Consolidated  Volume increased 8%  Average selling prices up 7% Chemicals  Volume increased 6%  Average selling prices up 12% Plastics  Volume increased 11%  Average selling prices up 2% EPS growth of 64% Adjusted EBITDA* growth of 14% Fiscal Fourth Quarter 2017 Highlights 8 *Non-GAAP financial measure; See appendix slides for reconciliation to the most comparable GAAP financial measure **Non-GAAP financial measure; Calculated as adjusted EBITDA divided by gross profit In millions (except per share data) Successor Successor Three Months Ended Sep-30-2017 Three Months Ended Sep-30-2016 4Q-FY17 4Q-FY16 $ % Sales and operating revenues Chemicals 455.9$ 383.9$ 72.0 18.8 % Plastics 491.3 436.8 54.5 12.5 % Other 34.5 30.7 3.8 12.4 % Total sales and operating revenues 981.7 851.4 130.3 15.3 % Gross profit Chemicals 58.0 46.1 11.9 25.8 % Margin 12.7% 12.0% Plastics 42.3 36.9 5.4 14.6 % Margin 8.6% 8.4% Other 8.8 6.6 2.2 33.3 % Total gross profit 109.1 89.6 19.5 21.8 % Total gross profit margin 11.1% 10.5% SG&A 79.0 72.5 6.5 9.0 % Transaction related costs 0.6 3.3 (2.7) (81.8)% Change in fair value related to contingent consideration (3.6) (8.9) 5.3 59.6 % Operating income 33.1 22.7 10.4 45.8 % Other income - 0.5 (0.5) (100.0)% Interest expense, net (13.0) (12.0) (1.0) (8.3)% Net income (loss) from continuing operations before income taxes 20.1 11.2 8.9 79.5 % Income tax expense (benefit) 6.5 2.5 4.0 160.0 % Net income (loss) Attributed to Nexeo Solutions, Inc. 13.6$ 8.7$ 4.9$ 56.3 % Net income (loss) per share available to common stockholders Basic and Diluted 0.18$ 0.11$ Adjusted EBITDA* 52.7$ 46.4$ 6.3$ 13.6 % Adjusted EBITDA* % of sales 5.4% 5.4% Conversion Ratio** 48.3% 51.8% Variance YoY 70 bps 20 bps (350) bps 60 bps 0 bps EXHIBIT 99.2


 
Key Balance Sheet Metrics 9 (1) Total debt and Net Debt include unamortized debt issuance costs in accordance with the adoption of ASU No. 2015-03 and ASU No. 2015-15 (2) Net Debt is a non-GAAP financial measure and is defined as long-term debt and capital lease obligations, net of discount and deferred financing costs, plus short-term borrowings and current portion of long-term debt and capital lease obligations less cash and cash equivalents; See appendix slides for a reconciliation of Net Debt to the most comparable GAAP financial measure (3) Leverage is calculated as Net Debt divided by Adjusted EBITDA from continuing operations; See appendix slides for a reconciliation of Net Debt and Adjusted EBITDA to the most comparable GAAP financial measure (4) Working capital is calculated as accounts receivable plus inventory less accounts payable Working Capital (4)Net Debt (1)(2) CashTotal Debt (1) $765.8 $869.9 $791.2 Q4-FY16 Q3-FY17 Q4-FY17 ($ in millions) 4.3x4.9x4.4xLeverage (3) $813.3 $904.0 $845.1 Q4-FY16 Q3-FY17 Q4-FY17 $47.5 $34.1 $53.9 Q4-FY16 Q3-FY17 Q4-FY17 $464.8 $568.5 $528.7 13.6% 16.2% 14.5% Q4-FY16 Q3-FY17 Q4-FY17 Working Capital Working Capital % LTM Sales EXHIBIT 99.2


 
CLOSING REMARKS David Bradley President & Chief Executive Officer EXHIBIT 99.2


 
Strategic Objectives 11  Long-term growth objectives Grow commodity volumes equal to or better than GDP Grow specialty volumes at two to three times the rate of commodities  Supplement growth through targeted bolt-on acquisitions at reasonable multiples  Strategic plan for margin expansion  Leverage industry-leading, centralized, proprietary operating platform to drive productivity and cost enhancements across the company  Improve specialty mix by continuing to expand specialty line card with new supplier authorizations and targeted acquisitions EXHIBIT 99.2


 
QUESTION AND ANSWER To ask a question live over the phone, please press * then the number 1 on your telephone keypad to queue our operator If your question has been answered or you wish to remove yourself from the queue, please press # EXHIBIT 99.2


 
THANK YOU FOR ATTENDING We look forward to hosting you next quarter! Please feel free to reach out to our Investor Relations Personnel via the contact information below with any outstanding questions you have or if you would like to discuss our strategy and investment proposition in further detail +1.281.297.0856 Investor.Relations@nexeosolutions.com EXHIBIT 99.2


 
Appendix EXHIBIT 99.2


 
15 (1) The fiscal year ended September 30, 2016 includes 114 days of the acquired business’ operating activities as a result of the consummation of the Business Combination on June 9, 2016 (2) FY 2017 includes $4.9 million of additional depreciation expense related to the business combination compared to the prior year (3) FY 2017 includes $1.9 million of additional depreciation expense related to the business combination compared to the prior year (4) FY 2017 includes $7.2 million of additional depreciation and amortization expense related to the business combination compared to the prior year and the Ultra Chem acquisition *Non-GAAP financial measure; See appendix slides for reconciliation to the most comparable GAAP financial measure **Non-GAAP financial measure; Calculated as adjusted EBITDA divided by gross profit In millions (except per share data) Successor Successor Combined Fiscal Year Ended Sep-30-2017 Fiscal Year Ended Sep-30-2016(1) Oct-01-2015 through Jun-08-2016 Fiscal Year Ended Sep-30-2016 FY 2017 FY 2016 FY 2016 FY 2016 Difference % Change Sales and operating revenues Chemicals 1,667.2$ 478.1$ 1,066.4$ 1,544.5$ 122.7$ 7.9 % Plastics 1,841.7 546.7 1,192.2 1,738.9 102.8 5.9 % Other 128.0 40.9 81.5 122.4 5.6 4.6 % Total sales and operating revenues 3,636.9 1,065.7 2,340.1 3,405.8 231.1 6.8 % Gross profit Chemicals (2) 205.6 55.7 136.2 191.9 13.7 7.1 % Margin 12.3% 11.7% 12.8% 12.4% Plastics (3) 167.2 43.6 117.6 161.2 6.0 3.7 % Margin 9.1% 8.0% 9.9% 9.3% Other 25.6 9.1 18.1 27.2 (1.6) (5.9)% Total gross profit 398.4 108.4 271.9 380.3 18.1 4.8 % Total gross profit margin 11.0% 10.2% 11.6% 11.2% SG&A (4) 312.9 91.7 208.9 300.6 12.3 4.1 % Transaction related costs 1.9 21.3 33.4 54.7 (52.8) (96.5)% Change in fair value related to contingent consideration 16.2 (11.2) - (11.2) 27.4 244.6 % Operating income 67.4 6.6 29.6 36.2 31.2 86.2 % Other income 8.3 0.5 2.9 Interest expense, net (50.8) (14.3) (42.2) Net income (loss) from continuing operations before income taxes 24.9 (7.2) (9.7) Income tax expense (benefit) 10.5 1.2 4.2 Net income (loss) from continuing operations 14.4 (8.4) (13.9) Net income from discontinued operations, net of tax - - 0.1 Net income (loss) Attributed to Nexeo Solutions, Inc. 14.4$ (8.4)$ (13.8)$ Net income (loss) per share available to common stockholders Basic 0.19$ (0.24)$ Diluted 0.19$ (0.24)$ Adjusted EBITDA* 184.6$ 60.9$ 112.8$ 173.7$ 10.9$ 6.3 % Adjusted EBITDA* % of sales 5.1% 5.7% 5.1% Conversion Ratio** 46.3% 56.2% 45.7% 60 bps (10) bps (20) bps (20) bps 0 bps 41.5% Predecessor 4.8% Variance YoY Fiscal Year 2017 Financials EXHIBIT 99.2


 
Capital Structure Summary 16 Shares Used For Basic and Fully Diluted EPS Calculation Share Count Basic - Average Common Shares Outstanding 76.8 million Diluted - Average Common Shares Outstanding 76.8 million Shares Excluded From Basic and Fully Diluted EPS Calculation Share Count Founder Shares (1) 12.5 million Warrants (2) 5.8 million* Excess Shares (3) (Deferred Cash Consideration) 5.2 million Note: For a complete description of the Founder Shares, Warrants and Deferred Cash Consideration, see the Company’s (i) Final prospectus related to the Registration Statement on Form S-3/A filed on 08/30/16, (ii) Current Report on Form 8-K filed with the SEC on 06/15/16, and (iii) Current Report on Form 8-K filed with the SEC on 03/22/16 (1) Founder Shares Vesting and Forfeiture: The Founder Shares vest as follows: (i) 50% of the Founder Shares vest on the first day that the last sale price of the Company’s Common Stock equals or exceeds $12.50 per share for any 20 trading days within any 30 trading day period; and (ii) the remaining 50% of the Founder Shares vest on the first day that the last sale price of the Company’s common stock equals or exceeds $15.00 per share for any 20 trading days within any 30 trading day period; If none of the above vesting requirements are met, the Founder Shares will be forfeited on 06/09/26 (2) Warrants: 50,025,000 warrants are outstanding and have an exercise price of $5.75 per half share of common stock (25,012,500 shares of common stock issuable); Warrants expire 06/09/21 (3) Excess Shares: Deferred Cash Consideration due to TPG and its affiliates in connection with the Business Combination. Triggering events for payment are earlier of (i) time when the volume weighted average trading price of the Company’s common stock exceeds $15.00 per share for any 20 trading days in any 30 trading day period or (ii) June 30, 2021. The Company may satisfy payment of the Deferred Cash Consideration with existing cash funds or the issuance of common shares. The amount is calculated at the time of payment as the prevailing price of the Company’s common stock multiplied by the number of Excess Shares. *Assumes cashless exercise and stock price of $15.00 per share; Full cash exercise would require $288 million from warrant holders EXHIBIT 99.2


 
Non-GAAP Reconciliation 17 (1) See Non-GAAP Reconciliation: Quarterly – Other Operating Expenses, Net Nexeo Solutions, Inc. and Subsidiaries Quarterly Adjusted EBITDA Reconciliation Q4-FY16 Q1-FY17 Q2-FY17 Q3-FY17 Q4-FY17 Net income (loss) $ 8.7 $ (8.3) $ (1.1) $ 10.2 $ 13.6 Interest expense, net 12.0 11.9 12.4 13.5 13.0 Income tax expense (benefit) 2.5 (2.7) 0.8 5.9 6.5 Depreciation and amortization 16.3 16.8 17.8 18.9 19.6 Other operating expenses, net (1) 6.9 16.1 15.8 3.9 - Adjusted EBITDA from continuing operations $ 46.4 $ 33.8 $ 45.7 $ 52.4 $ 52.7 ($ in millions, Unaudited) EXHIBIT 99.2


 
Non-GAAP Reconciliation (continued) 18 (1) See Non-GAAP Reconciliation: Last Twelve Months Ending - Other Operating Expenses, Net Nexeo Solutions, Inc. and Subsidiaries LTM Adjusted EBITDA Reconciliation 09/30/2016 12/31/2016 03/31/2017 06/30/2017 09/30/2017 Net income (loss) $ (22.2) $ (34.7) $ (36.4) $ 9.5 $ 14.4 Net (income) from discontinued operations (0.1) (0.1) - - - Interest expense, net 56.5 53.0 50.4 49.8 50.8 Income tax expense 5.4 1.4 0.4 6.5 10.5 Depreciation and amortization 58.3 61.5 65.5 69.8 73.1 Other operating expenses, net (1) 75.8 87.3 92.8 42.7 35.8 Adjusted EBITDA from continuing operations $ 173.7 $ 168.4 $ 172.7 $ 178.3 $ 184.6 Last Twelve Months Ending($ in millions, Unaudited) EXHIBIT 99.2


 
Non-GAAP Reconciliation (continued) 19 Nexeo Solutions, Inc. and Subsidiaries Quarterly Other Operating Expenses, Net Q4-FY16 Q1-FY17 Q2-FY17 Q3-FY17 Q4-FY17 Management add-backs (1) $ 3.4 $ 2.5 $ 3.4 $ 2.2 $ 2.5 Change in FV of contingent consideration obligations (11.2) 10.6 10.0 (0.8) (3.6) Foreign exchange (gains) losses, net (2) 0.7 0.8 0.8 (0.4) (0.6) Compensation expense related to management equity plan (non-cash) 1.2 1.4 1.3 1.5 1.3 Gain on sale of Franklin Park facility 2.6 - - - - Inventory step up 6.9 - - 1.2 (0.2) Transaction and other transaction-related items (3) 3.3 0.8 0.3 0.2 0.6 Other operating expenses, net $ 6.9 $ 16.1 $ 15.8 $ 3.9 $ - ($ in millions, Unaudited) (1) One-time management adjustments associated with integration, restructuring, transformational activities and asset impairments (2) Includes the impact of net realized and unrealized foreign exchange gains and losses related to transactions in currencies other than the functional currency of the respective legal entity for the purpose of evaluating the Company’s performance and facilitating more meaningful comparisons of performance to other fiscal periods (3) Includes professional and transaction costs related to acquisitions, potential acquisitions and other business combination related items EXHIBIT 99.2


 
Non-GAAP Reconciliation (continued) 20 Nexeo Solutions, Inc. and Subsidiaries LTM Other Operating Expenses, Net 09/30/2016 12/31/2016 03/31/2017 06/30/2017 09/30/2017 Management add-backs (1) $ 8.9 $ 9.8 $ 11.8 $ 11.5 $ 10.6 Change in FV of contingent consideration obligations (11.2) (0.6) 9.4 8.6 16.2 Foreign exchange (gains) losses, net (2) 2.6 2.9 4.0 1.9 0.6 Management fees (3) 2.2 1.3 0.5 - - Compensation expense related to management equity plan (non-cash) 2.2 3.3 4.3 5.4 5.5 Gain on sale of Franklin Park facility 2.6 2.6 2.6 2.6 - Inventory step up 13.8 13.8 13.8 8.1 1.0 Transaction and other transaction-related items (4) 54.7 54.2 46.4 4.6 1.9 Other operating expenses, net $ 75.8 $ 87.3 $ 92.8 $ 42.7 $ 35.8 (1) One-time management adjustments associated with integration, restructuring, transformational activities and asset impairments (2) Includes the impact of net realized and unrealized foreign exchange gains and losses related to transactions in currencies other than the functional currency of the respective legal entity for the purpose of evaluating the Company’s performance and facilitating more meaningful comparisons of performance to other fiscal periods (3) Management, monitoring, consulting, reimbursable fees and leverage fees, per the agreement with TPG Capital, L.P.; In connection with the business combination, this agreement was terminated (4) Includes professional and transaction costs related to acquisitions, potential acquisitions and other business combination related items Last Twelve Months Ending($ in millions, Unaudited) EXHIBIT 99.2


 
Non-GAAP Reconciliation (continued) 21 Nexeo Solutions, Inc. and Subsidiaries Net Debt Reconciliation Q4-FY16 Q3-FY17 Q4-FY17 Long-term debt and capital lease obligations, less current portion, net $ 765.6 $ 855.3 $ 794.0 Short-term borrowings and current portion of long-term debt and capital lease obligations 47.7 48.7 51.1 Total Debt 813.3 904.0 845.1 Cash and cash equivalents (47.5) (34.1) (53.9) Net Debt $ 765.8 $ 869.9 $ 791.2 ($ in millions, Unaudited) EXHIBIT 99.2


 
NEXEO SOLUTIONS, INC. EXHIBIT 99.2


 

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