UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number
001-34581
KRATON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
15710 John F. Kennedy Blvd.
Suite 300
Houston, TX 77032
20-0411521
(I.R.S. Employer
Identification No.)
281 504-4700
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.01
Trading Symbol(s)
KRA
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files). Yes
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer:
Accelerated filer:
Smaller reporting company:
Emerging growth company:
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
No
Estimated aggregate market value of the common equity held by nonaffiliates of Kraton Corporation at June 30, 2019:
$727,752,361. Number of shares of Kraton Corporation Common Stock, $0.01 par value, outstanding at February 24, 2020:
31,750,813.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Kraton Corporation's proxy statement for the 2020 Annual Meeting of Stockholders are incorporated by reference in
Part III of this Annual Report on Form 10-K.
Index to Annual Report on Form 10-K for
Year Ended December 31, 2019
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity
Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers, and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Item 16.
Form 10-K Summary
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Some of the statements and information in this Annual Report on Form 10-K contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. We may also make written or oral forward-looking
statements in our reports on Forms 10-Q and 8-K, in press releases and other written materials and in oral statements made by
our officers, directors or employees to third parties. Statements that are not historical facts, including statements about our
beliefs and expectations, are forward-looking statements. Forward-looking statements are often characterized by the use of
words such as “outlook,” “believes,” “estimates,” “expects,” “projects,” “may,” “intends,” “plans,” “anticipates,” “forsees,”
“future,” or by discussions of strategy, plans, or intentions; anticipated benefits of or performance of our products; beliefs
regarding opportunities for new, differentiated applications, and other innovations; beliefs regarding strengthening relationships
with customers; adequacy of cash flows to fund our working capital requirements; our investment in the joint venture with
Formosa Petrochemical Corporation (“FPCC”); our expectations regarding indebtedness to be incurred by our joint venture
with FPCC; debt payments, interest payments, benefit plan contributions, and income tax obligations; nonrealization of
expected benefits from our acquisitions, business dispositions, or other business combinations and our ability to timely execute
and close such transactions including, in particular, our ability to close, and realize the expected benefit from, the sale of the
Cariflex business; our anticipated capital expenditures, health, safety, environmental, and security and infrastructure and
maintenance projects, projects to optimize the production capabilities of our manufacturing assets and to support our innovation
platform; our ability to fully access our senior secured credit facilities; expectations regarding future dividend payments;
expectations regarding our counterparties’ ability to perform, including with respect to trade receivables; estimates regarding
tax expense of repatriating certain cash and short-term investments related to foreign operations; expectations regarding
differentiated applications; our ability to realize certain deferred tax assets and our beliefs with respect to tax positions;
expectations regarding our full year effective tax rate; estimates related to the useful lives of certain assets for tax purposes;
expectations regarding our pension contributions; estimates or expectations related to raw material costs or availability, ending
inventory levels and related estimated charges; the outcome and financial impact of legal proceedings; expectations regarding
the spread between FIFO and ECRC (each as defined herein) in future periods; expectations regarding the impact of
extraordinary events such as natural disasters; health epidemics or pandemics (including coronavirus) or terrorist attacks;
estimated impacts of changing tariff rates; and projections regarding environmental costs and capital expenditures and related
operational savings.
Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other important factors
that could cause the actual results, performance or our achievements, or industry results, to differ materially from historical
results, any future results, or performance or achievements expressed or implied by such forward-looking statements. There are
a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements
contained in this report. Important factors that could cause our actual results to differ materially from those expressed as
forward-looking statements include, but are not limited to the factors set forth in this report, including but not limited to under
Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results
of Operations,” and in our other filings with the Securities and Exchange Commission (the “SEC”).
There may be other factors of which we are currently unaware or deem immaterial that may cause our actual results to
differ materially from the forward-looking statements. In addition, to the extent any inconsistency or conflict exists between the
information included in this report and the information included in our prior reports and other filings with the SEC, the
information contained in this report updates and supersedes such information.
Forward-looking statements are based on current plans, estimates, assumptions, and projections, and, therefore, you
should not place undue reliance on them. Forward-looking statements speak only as of the date they are made, and we
undertake no obligation to update them in light of new information or future events.
3
Item 1.
Business.
THE COMPANY
General
PART I
We are a leading global specialty chemicals company that manufactures styrenic block copolymers (“SBCs”),
specialty polymers, and high-value performance products primarily derived from pine wood pulping co-products. Our
operations are managed through two operating segments: (i) Polymer segment and (ii) Chemical segment. See Note 14 Industry
Segment and Foreign Operations to the consolidated financial statements for segment reporting of financial results.
Presentation of Financial Statements
References in this report to “Kraton,” “our company,” “we,” “our,” “ours,” and “us” as used in this report refer
collectively to Kraton Corporation, and its consolidated subsidiaries, unless the context otherwise requires.
This Form 10-K includes financial statements and related notes that present the consolidated financial position, results
of operations, comprehensive income (loss), and cash flows of Kraton Corporation. Kraton Corporation is a holding company
whose only material asset is its investment in its wholly owned subsidiary, Kraton Polymers LLC. Kraton Polymers LLC and
its subsidiaries own all of our consolidated operating assets.
Corporate History
Kraton Corporation was incorporated in 2009 under Delaware law and is the successor to a Delaware limited liability
company formed in 2003. In December 2009, we completed our initial public offering and our common stock commenced
trading on the New York Stock Exchange (“NYSE”). On January 6, 2016, we completed the acquisition of Arizona Chemical
(the “Arizona Chemical Acquisition”). We conduct our business through Kraton Polymers LLC and its consolidated
subsidiaries.
POLYMER SEGMENT PRODUCTS AND COMMERCIAL APPLICATIONS
SBCs are highly-engineered synthetic elastomers, which we invented and commercialized over 50 years ago. We
developed the first unhydrogenated styrenic block copolymers (“USBC”) in 1964 and the first hydrogenated styrenic block
copolymers (“HSBC”) in the late 1960s. Our SBCs enhance the performance of numerous products by imparting greater
flexibility, resilience, strength, durability, and processability, and are used in a wide range of applications, including adhesives,
coatings, consumer and personal care products, sealants, lubricants, medical, packaging, automotive, paving and roofing, and
footwear products. Under the Cariflex brand name, we also sell isoprene rubber (“IR”) and isoprene rubber latex (“IRL”),
which are non-SBC products primarily used in applications such as medical products, personal care, adhesives, tackifiers,
paints, and coatings.
We believe our SBC products offer many characteristics that help our customers drive towards their sustainability
goals. Among others, our SBCs may offer features such as greater recyclability, increased durability that reduces the costly
need for maintenance and replacement, alternatives to less environmentally friendly materials, such as PVCs.
Our SBCs are high performance elastomers that are engineered for a wide range of applications. Our SBC products
possess a combination of high strength and low viscosity, which facilitates ease of processing at elevated temperatures and high
processing speeds. Our products can be processed in a variety of manufacturing applications, including injection molding, blow
molding, compression molding, extrusion and hot melt, and solution applied coatings.
The majority of worldwide SBC production is dedicated to USBCs, which are primarily used in paving, roofing,
adhesives, sealants, coatings, and footwear applications. HSBCs, which are significantly more complex and capital-intensive to
manufacture than USBCs, are used in applications such as lubricant additives, soft touch and flexible materials, personal
hygiene products, medical products, automotive components, certain adhesive and sealant applications, and protective films.
Our Cariflex IR and IRL products are primarily used in surgical gloves and condoms.
Our Polymer segment products are manufactured and our commercial activities are organized in the following product
groups based upon polymer chemistry and process technologies: Performance Products, Specialty Polymers, and Cariflex.
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Performance Products
resistance to temperature and weather extremes in roads and roofing;
Our Performance Products impart characteristics such as:
•
•
•
resistance to cracking, reduced road noise, and better water dispersion; and
increased processing flexibility in adhesive formulations for packaging tapes and labels, and materials used in
disposable diapers.
In paving and roofing applications, our Performance Products primarily consist of styrene-butadiene-styrene (“SBS”)
for use in modified asphalt applications, which in roofing applications produces stronger and more durable felts and shingles,
and in paving applications enhances the strength and elasticity of asphalt-based paving compositions over an extended
temperature range. In paving applications, we believe our HiMA technology polymers will extend road life by allowing
pavements to withstand heavy traffic loads and varying climate conditions. Our roofing applications provide a sustainable
alternative by increasing durability and system life. Our sustainable paving applications allow thinner full-depth pavements and
longer road life, reducing raw materials required for paving and lessening pollution cause by congestion arising from frequent
repairs of roads. Our products primarily compete with chemicals such as styrene-butadiene rubber latex, acetates,
polyphosphoric acids and thermoplastic materials like ethylene-propylene-diene-monomer, polyethylene, atactic polypropylene
and unmodified asphalts. We believe that customer choice for these markets is driven principally by total end-product cost,
temperature performance, bitumen source and application.
In personal care applications, our Performance Products primarily consist of SBS and styrene-isoprene-styrene (“SIS")
for the manufacturing of ultra-thin stretchable films used for the production of diapers. In addition, our SIS polymers are also
used in the lamination process for other personal care products. Our products primarily compete against low priced alternatives
such as metallocenes. We believe that customer choice for these markets is driven principally by total end-product cost and
performance.
In adhesives applications, our Performance Products primarily compete with ethylene-vinyl acetate, polyolefins, and
metallocene polyolefins. The choice between these materials is influenced by bond strength, specific adhesion, consistent
performance to specification, processing speed, hot-melt application, resistance to water and cost. Our SBCs are compatible
with many other formulating ingredients. We believe demand for utilization of SBC-based adhesives is primarily driven by cost
reduction and higher performance.
Specialty Polymers. Our Specialty Polymers are comprised of HSBC products that are significantly more complex to
produce than our Performance Products. As a result, our Specialty Polymers generally generate higher margins than our
Performance Products.
improved flow characteristics for many industrial and consumer sealant and lubricating fluids;
soft feel in numerous consumer products such as razor handles, power tools, and automobile components;
impact resistance for demanding engineered plastic applications;
Our Specialty Polymers impart characteristics such as:
•
•
•
•
•
•
• processing stability and viscosity; and
•
elevated temperature resistance.
flexibility for wire and cable plastic outer layers;
resistance to ultraviolet light;
stretch properties in disposable diapers and adult incontinence products;
Our HSBC offerings are often the more sustainable choice when compared to alternatives. Among other features, our
HSBCs can offer improved recyclability of polyethylene-terephthalate and polypropylene streams, and function as
replacements for less sustainable alternatives such as PVC, mainly in medical applications.
Our products primarily compete against a variety of chemical and non-chemical alternatives including, but not limited
to, thermoplastic vulcanizate, thermoplastic polyurethane, PVC, thermoplastic polyolefin, polyethylene terephthalate,
polycarbonate, polyamide, and ethylene-propylene-diene-monomer based products. We believe demand for our Specialty
Polymers portfolio is principally driven by customer-specific needs and by the ability to balance performance characteristics
such as soft-touch, durability, stretch and impact.
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Because many of our products are highly engineered and customized formulations, they require specialized product
testing and validation, production and process evaluation. This results in potentially long lead times to achieve customer and
industry established approvals. Our innovation-led growth strategy focuses on translating the inherent strengths of our product
technologies such as flexibility, resilience, impact and moisture resistance, and aesthetics (clarity and haptics) to target
opportunities in which we can expand and/or have the potential to create new market spaces for our solutions.
CariflexTM. Our Cariflex IR and IRL products combine the key qualities of natural rubber, such as good mechanical
properties and hysteresis, with purity and clarity enhancements, good flow, low gel content, and absence of nitrosamines and
natural rubber proteins.
We focus our high purity IR polymers in demanding applications such as medical products, paints, coatings, and
specialized footwear. Our IRL is specialized polyisoprene latex with a controlled structure and low chemical impurity level
obtained through an anionic polymerization process followed by a proprietary latex processing step, both of which were first
developed by us. IRL is durable, tear resistant, soft, transparent and odorless. In addition, the synthetic material is non-
allergenic and has superior consistency and other advantages over natural rubber latex. As a result, IRL is a substitute for
natural rubber latex, particularly in applications with high purity requirements, such as medical, healthcare, personal care,
including products such as synthetic surgical gloves and condoms, as well as in food contact operations.
Our products primarily compete with natural rubber, conventional Ziegler Natta sourced solid IR, halo butyl rubber
and several synthetic latex alternatives, notably neoprene, nitrile, and polychloroprene latex rubber, as well as polyurethane.
CHEMICAL SEGMENT PRODUCTS AND COMMERCIAL APPLICATIONS
Effective January 1, 2018, results for our Roads and Construction product line have been consolidated into our
Adhesives and Performance Chemicals product lines to better align customer portfolio and end usage. We have adjusted the
presentations for the year ended December 31, 2017 to conform to the respective 2019 and 2018 presentations.
We manufacture and sell sustainable, high value products primarily derived from pine wood pulping co-products. We
refine and further upgrade two primary feedstocks, crude tall oil (“CTO”) and crude sulfate turpentine (“CST”), both of which
are co-products of the wood pulping process, into value-added biobased specialty chemicals. We refine CTO through a
distillation process into four primary constituent fractions: tall oil fatty acids ( “TOFA”); tall oil rosin (“TOR”); distilled tall oil
(“DTO”); and tall oil pitch. We further upgrade TOFA and TOR into derivatives such as dimer acids, polyamide resins, rosin
resins, dispersions, and disproportionated resins. We refine CST into terpene monomer fractions, which can be further upgraded
into specialty terpene resins. The various fractions and derivatives resulting from our CTO and CST refining process provide
for distinct functionalities and properties, determining their respective applications and end markets. Our products derived from
CTO and CST offer sustainable, non-GMO, bio-based alternatives to hydrocarbons.
While this business is based predominantly on the refining and upgrading of CTO and CST, we have the capacity to
use both hydrocarbon-based raw materials, such as alpha-methyl-styrene (“AMS”), tall oil, and gum rosins where appropriate
and, accordingly, are able to offer tailored solutions for our customers.
Our Chemical segment products are manufactured and our commercial activities are organized in the following
product groups based upon end markets and process technologies: Adhesives, Performance Chemicals, and Tires.
Adhesives. We offer a broad range of products to service target adhesives submarkets, including rosin-based
tackifiers for packaging and pressure-sensitive adhesive applications, terpene-based tackifiers for bookbinding, hygiene
and pressure-sensitive adhesive applications, AMS resins for bookbinding and pressure-sensitive adhesive applications, and
hot melt polyamides for flexible packaging, industrial applications, and road marking. We seek to position our renewable,
non-GMO, bio-based offerings as the material of choice for producers seeking to meet consumer demand for products that
do not use less sustainable and GMO materials, like hydrocarbon-based solutions or other vegetable fatty acids.
Our tackifiers are primarily used in hot melt adhesives, which are heavily used in the packaging submarket. Our
focus in packaging is to improve our competitive position by introducing higher quality tackifiers that work in new
polymer systems. We believe our efforts to improve functionality of tackifier offerings will enable differentiated and
profitable growth in emerging markets.
Roads and Construction. Within the pavement marking submarket, we provide rosin-based binders for the
thermoplastic pavement marking submarket and produce insoluble maleic-based tackifiers. We believe our advanced bio-
based offerings in the pavement marking submarket enable our customers to formulate more durable road markings,
improving sustainability by lessening raw material use.
Performance Chemicals. We serve various submarkets with a wide product offering, providing value across
several different applications including, among others, fuel additives, oilfield chemicals, mining fluids, coatings, and
metalworking fluids and lubricants. Our products include:
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TOFA. Compared to other fatty acids obtained from various vegetable and animal origins, TOFA has a chemical
composition characterized by distinctive features used as components in various applications. For example:
End use market
(examples)
Features
Coatings
Mining
• serves as a binder in solvent-based paints as well as in hybrid coatings
• preferred over soybean oil due to its higher unsaturation, better reactivity, flexibility,
compatibility, and superior sustainability
• lower viscosity and higher affinity with the ore extract allow a higher recovery yield
• preferred over oleic acid
• easier handling, better solubility in drilling muds, as well as higher surface activity and
Oilfield chemicals
emulsifying power
• preferred over oleic acid
Fuel additives
• improves the lubricity of low-sulfur diesel fuel, preventing engine fuel pump wear
Dimer Acids. Our dimer acids are used for the production of polyamide resins used in applications such as epoxy
coatings, flexographic inks, and high performance adhesive applications. In addition, dimer acids are building blocks in the
production of corrosion inhibitors and emulsifiers used in the production and recovery of petroleum and natural gas. Our
dimer acids compete with dimer acids derived from other feedstocks such as rapeseed and cottonseed oil.
TOR. TOR is used in all major rosin applications for the manufacture of adhesives, inks, pavement markers,
rubber, and paper.
DTO. DTO is a mixture of TOFA and rosin acids. Our DTO is primarily used as an emulsifier for metalworking
fluids and lubricants, in which our product offers improved performance attributes and, in many cases, offers a more
sustainable alternative by replacing less environmentally friendly hydrocarbon-based chemicals. In these applications, it is
sometimes used in place of TOFA.
Terpene Fractions. We supply terpene fractions, alpha-pinene and beta-pinene, and upgrade them mainly as
specialty tackifiers for the adhesives market and tread enhancers for the tires market.
Tires. We sell a range of products that enhance the performance and manufacturing of high performance, winter,
and all-season tires. Our terpene-based tread enhancement resins optimize wet grip of tire treads while maintaining reduced
rolling resistance and enhanced durability which contribute to improved vehicle fuel efficiency. We market our AMS-based
tread enhancement additives through product attributes that include reduced rolling resistance, increased durability, wet
grip enhancement, and exceptional compatibility with rubber compounds, especially solution styrene-butadiene rubber
polymers. We also sell TOFA, DTO, and rosins as processing aids, which provide select functionalities at various steps in
the rubber and tire manufacturing process.
We were one of the first companies to supply tread enhancement resins to the tire industry and won early
qualifications with innovative tire manufacturers. We believe our tires products are a key enabler for our customers to
achieve their sustainability goals. The quest for improved fuel economy has prompted the introduction of silica-based
“green tires” in which certain of our products are a key component. AMS resins were the first tread enhancement additive
commercialized beyond basic hydrocarbon tackifiers, and we believe they offer a good balance of properties, price, and
performance for current generation tires. Our SYLVATRAXXTM terpene-base tread enhancement additives are made of up
to 100% bio-renewable materials.
GENERAL
Sales and Marketing
Our business is predominantly based on a short sales cycle. We sell our products through a number of channels,
including a direct sales force, marketing representatives, and distributors. We use third-party marketing representatives and
distributors in markets where they have existing platforms and are more cost effective in completing market coverage. We have
long-term relationships and a wide network of distributors across North America, Europe, Latin America, and Asia Pacific.
Our sales personnel are primarily responsible for maintaining relationships with our customer base and providing
product advice. In general, they coordinate contact between our customers and our research and development personnel to
provide quality control and new product solutions. Our close interaction with our customers has allowed us to develop and
maintain what we consider to be strong customer relationships.
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Our customers are facing increasing demands for more sustainable products and solutions. As a bio-based supplier of
specialty chemicals and as a producer of specialty polymers that provides alternatives to non-recyclable materials, as well as
solutions that can facilitate the circular economy, Kraton believes it is positioned to benefit from these developing market
trends.
Competition
In each of our markets, we compete on a range of factors, including price, breadth of product availability, product
quality, sustainability features, and the speed of service from order to delivery. We believe our customers also base their supply
decisions on the supplier’s ability to design and produce customized products and the availability of technical support. We also
compete against a broad range of alternative materials throughout our product groups, including petrochemical, animal and
vegetable-based substitutes. Major competitors in our market include large domestic and international companies. No one or
small number of competitors is dominant across all industries in which we compete and no single customer accounted for
10.0% or more of our total revenue during the years ended December 31, 2019, 2018, and 2017.
Sources and Availability of Raw Materials
We use butadiene, styrene, and isoprene as our primary raw materials in our Polymer segment and CTO and CST in
our Chemical segment as our primary raw materials.
For our Polymer segment, we procure our raw materials from multiple sources in the U.S. and foreign countries,
through a range of short-term and long-term supply agreements.
For our Chemical segment, we have an exclusive long-term supply contract with International Paper, which extends
through 2027, under which it has agreed to sell to us, and we have agreed to purchase from it, all of the CTO and CST
produced at its paper mills. We also maintain long-standing relationships with other major suppliers of our raw materials in the
U.S. and Europe. Additionally, our CTO supply sources are further diversified by our ability to refine and process black liquor
soap into CTO in the U.S. Most of our Chemical segment manufacturing facilities are located in close proximity to the facilities
of our raw material suppliers, allowing us to procure our raw materials at a low delivered cost. Furthermore, we work directly
with our suppliers at their production facilities to enhance their CTO and CST yields through technological improvements,
which we believe allows us to maximize our raw material supplies, to improve the efficiency of our suppliers’ operations, and
to foster strong, long-lasting relationships with them.
We believe that raw material supplies for both segments will be available in quantities sufficient to meet demand in
2020. The cost of these raw materials has generally correlated with changes in energy prices and is generally influenced by
supply and demand factors, and for our isoprene monomers the prices of natural and synthetic rubber. Each of our reportable
segments were impacted to a varying degree in 2019 by the volatility of raw material costs and these conditions may continue
in 2020.
Research, Development, and Technology
Our research and development activities are primarily conducted in laboratories in Almere, Netherlands; Amsterdam,
Netherlands; Houston, Texas; Savannah, Georgia; and Shanghai, China. We also have a world class facility located at our
Belpre, Ohio, site that accelerates polymer development efforts and the commercialization of new products and reduces
customer qualification lead times. In addition to our core research activities, research and development personnel also support
maintenance of ongoing business activities and other support functions. The below details our significant research and
development activities:
Core research and development
• new product and process development
•
•
technology platform development
technical support and new application development
safety and regulatory compliance
Business support
•
• operations and quality support
•
technical support to sales team and customers
Patents, Trademarks, Copyrights, and Other Intellectual Property Rights
We rely on a variety of intellectual property rights to conduct our business, including patents, trademarks, and trade
secrets. We had 847 granted patents and 289 pending patent applications at December 31, 2019. These patents protect our
innovative technologies and applications against infringement, and create long-term, sustainable competitive advantages in our
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core growth markets. Since patents are generally in effect for a period of 20 years from the filing date, and therefore, assuming
most of these applications will be granted, we expect a significant portion of our patent portfolio to remain in effect for a
significant period. The granted patents and the applications cover both the U.S. and foreign countries. We do not expect that the
expiration of any single patent or specific group of patents would have a material impact on our business, and the overall
profitability of our business is not dependent on any single patent, trademark, license, or franchise.
Our material trademarks will remain in effect unless we decide to abandon any of them, subject to possible third-party
claims challenging our rights. Similarly, our trade secrets will preserve their status as such for as long as they are the subject of
reasonable efforts, on our part, to maintain their secrecy. We maintain a number of trade names that are protected by trademark
laws.
Employees
As of December 31, 2019, we had 1,944 employees, the majority of which are full-time employees.
Environmental Regulation
Our operations in the U.S. and abroad are subject to a wide range of environmental laws and regulations at the
international, national, state, and local levels. Matters pertaining to the environment are discussed in Part I, Item 1A. Risk
Factors; Part I, Item 3. Legal Proceedings; and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
We have made, and intend to continue to make, the expenditures necessary for compliance with applicable laws and
regulations relating to health, safety, environmental, and security matters. We incurred capital expenditures in 2019 for
regulatory purposes of $5.3 million and estimate such expenditures will be approximately $10.8 million in 2020 and $5.4
million in 2021.
Costs of remediation at our current and former facilities are covered by indemnification agreements, insurance or
through allocated reserves. We currently estimate that the costs of remediation will not materially affect our operations or
cause us to materially exceed our anticipated level of capital expenditures. Although resolution of environmental liabilities
will require future cash outlays, it is not expected that such outlays will materially impact our liquidity position, although
there can be no assurance that such impacts would not occur.
Many of our products and operations are subject to laws of the countries in which our products are manufactured
or imported. These laws include the Registration, Evaluation, and Authorization of Chemicals (“REACH”) regulation in the
European Union. REACH places great responsibility on companies to manage the risks that chemical substances may pose
to health and the environment by requiring additional testing, documentation, risk assessments and registrations. These
registrations of our chemical substances are a license to operate and are a prerequisite for the Company to manufacture or
import our products in the European Union. The Company has successfully registered all required chemical substances to
allow manufacturing and import of Kraton products into the European Union. The Company is also actively preparing for
future registration needs. The cost of compliance with any new laws or regulations cannot be estimated until the manner in
which they will be implemented has been precisely defined.
Seasonality
Seasonal changes and weather conditions typically affect our sales of products in our paving, pavement marking,
roofing, and construction applications, which generally results in higher sales volumes in the second and third quarters of the
calendar year compared to the first and fourth quarters of the calendar year. Sales for our other product applications tend to
show relatively little seasonality.
Available Information
We electronically file reports with the Securities and Exchange Commission (“SEC”), including annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports. The SEC maintains
an internet site that contains reports and information statements, and other information regarding issuers that file electronically
with the SEC at www.sec.gov. Additionally, information about us, including our reports filed with the SEC, is available through
our web site at www.kraton.com. Such reports are accessible at no charge through our web site and are made available as soon
as reasonably practicable after such material is filed with or furnished to the SEC. Our website and the information contained
on that site, or connected to that site, are not incorporated by reference into this report.
9
Item 1A.
Risk Factors.
Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our
obligations under the terms of our indebtedness, including our senior notes and our senior secured credit facilities.
As of December 31, 2019, we had $290.0 million in outstanding borrowings under the U.S. dollar denominated
tranche (the “USD Tranche”) and €247.0 million, or approximately $277.1 million, in outstanding borrowings under the Euro
dollar denominated tranche (the “Euro Tranche”) of our senior secured term loan facility (the “Term Loan Facility”). In
addition, we had $394.8 million of 7.0% Senior Notes due 2025 (the “7.0% Senior Notes”) and €290.0 million, or
approximately $325.4 million, of 5.25% Senior Notes due 2026 (the “5.25% Senior Notes” and, together with the 7.0% Senior
Notes, the “Senior Notes”) outstanding as of December 31, 2019. We also have a $250.0 million asset-based revolving credit
facility (the “ABL Facility”), under which we had no outstanding borrowings as of December 31, 2019. Pursuant to the terms
of our Term Loan Facility and ABL Facility, we may request up to an aggregate of $350.0 million and $100.0 million,
respectively, of additional facility commitments subject to compliance with certain covenants and other conditions.
In addition, in July 2014, our KFPC joint venture executed a syndicated loan agreement (“KFPC Loan Agreement”) in
the amount of 5.5 billion new Taiwanese dollars (“NTD”), or approximately $183.5 million, to provide additional funding to
construct the HSBC facility in Taiwan and to provide funding for working capital requirements and/or general corporate
purposes. FPCC and Kraton Polymers LLC are guarantors of the KFPC Loan Agreement with each guaranteeing fifty percent
(50%) of the indebtedness, of which NTD 2.5 billion, or approximately $82.4 million, of indebtedness was outstanding as of
December 31, 2019. KFPC also has revolving credit facilities (the “KFPC Revolving Facilities”) to provide funding for
working capital requirements and/or general corporate purposes, which allow for total borrowings of up to NTD 2.2 billion, or
approximately $71.8 million. As of December 31, 2019, NTD 600.0 million, or approximately $20.0 million, was drawn on the
KFPC Revolving Facilities. Kraton Polymers LLC does not guarantee any of the KFPC Revolving Facilities.
Our current, or any future, indebtedness could:
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make it more difficult for us to satisfy our financial obligations;
increase our vulnerability to adverse economic and industry conditions;
increase the risk that we breach financial covenants and other restrictions in our debt agreements, which can
be exacerbated by volatility in the cost of our raw materials and the resulting impact on our earnings;
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require us to dedicate a substantial portion of our cash flow from operations to make payments on our
indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures
and other general corporate purposes;
limit our flexibility in planning for, or reacting to, changes in the business and industry in which we operate;
restrict us from exploiting business opportunities;
place us at a disadvantage compared to our competitors that have less debt and lease obligations; and
limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt
service requirements, execution of our business strategy and other general corporate purposes or to refinance
our existing debt.
In addition, our ability to pay principal of and interest on indebtedness, fund working capital and make anticipated
capital expenditures depends on our future performance, which is subject to general economic conditions and other factors,
some of which are beyond our control. There can be no assurance that our business will generate sufficient cash flow from
operations or that future borrowings will be available under our indebtedness to fund liquidity needs, including debt service.
Furthermore, if we decide to undertake additional investments in existing or new facilities, this will likely require additional
capital, and there can be no assurance that this capital will be available.
Despite current indebtedness levels and restrictive covenants, we and our subsidiaries may incur additional
indebtedness or we may pay dividends in the future. This could further exacerbate the risks associated with our substantial
financial leverage.
We and our subsidiaries may incur significant additional indebtedness in the future under the agreements governing
our indebtedness. Although the terms of the Term Loan Facility, the ABL Facility and the Senior Notes contain restrictions on
the incurrence of additional indebtedness and the payment of distributions to our equity holders, these restrictions are subject to
a number of thresholds, qualifications and exceptions, and the additional indebtedness incurred, and distributions paid, in
compliance with these restrictions could be substantial. Additionally, these restrictions also permit us to incur obligations that,
although preferential to our common stock in terms of payment, do not constitute indebtedness. As of the date of this filing, we
had $60.0 million of outstanding borrowings under the ABL Facility with a remaining available borrowing capacity of $124.1
10
million. In addition, if we and/or our subsidiaries incur new debt, the related risks that we now face as a result of our leverage
would intensify.
Our current and future debt instruments may impose significant operating and financial restrictions on us and
affect our ability to access liquidity.
Our current debt instruments do, and any future debt instruments may, contain a number of restrictive covenants that
impose significant operating and financial restrictions on us. Under the terms of our ABL Facility, we are subject to a financial
covenant requiring us to maintain a fixed charge coverage ratio of 1.0 to 1.0 if availability under the facility is below specified
amounts. In addition, our debt instruments may include restrictions on our ability to, among other things:
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place liens on our or our restricted subsidiaries’ assets;
make investments other than permitted investments;
incur additional indebtedness;
merge, consolidate or dissolve;
sell assets;
engage in transactions with affiliates;
change the nature of our business;
change our or our subsidiaries’ fiscal year or organizational documents; and
make restricted payments (including certain equity issuances).
A failure by us or our subsidiaries to comply with the covenants and restrictions contained in the agreements
governing our indebtedness could result in an event of default under such indebtedness, which could adversely affect our ability
to respond to changes in our business and manage our operations. Upon the occurrence of an event of default under any of the
agreements governing our indebtedness, the lenders could elect to declare all amounts outstanding to be due and payable and
exercise other remedies as set forth in the agreements. Further, an event of default or acceleration of indebtedness under one
instrument may constitute an event of default under another instrument. If any of our indebtedness were to be accelerated, there
can be no assurance that our assets would be sufficient to repay this indebtedness in full, which could have a material adverse
effect on our ability to continue to operate as a going concern.
To service our current, and any future, indebtedness, we will require a significant amount of cash, which may have
an adverse effect on our results of operations, financial condition, and cash flow.
Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service
obligations could harm our business, financial condition and results of operations. Our ability to make payments on and to
refinance our indebtedness, and to fund working capital needs and planned capital expenditures, will depend on our ability to
generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, business, legislative,
regulatory and other factors that are beyond our control, including, among other things, the costs of raw materials used in the
production of our products.
If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us in
an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs, we may need to refinance all or
a portion of our indebtedness, on or before the maturity thereof, sell assets, reduce or delay capital investments or seek to raise
additional capital, any of which could have a material adverse effect on our operations. We might not generate sufficient cash
flow to repay indebtedness as currently anticipated. In addition, we may not be able to effect any of these actions, if necessary,
on commercially reasonable terms or at all. Our ability to restructure or refinance our indebtedness, will depend on the
condition of the capital markets and our financial condition at such time. Any refinancing of our indebtedness could be at
higher interest rates and could require us to comply with more onerous covenants, which could further restrict our business
operations. The terms of existing or future debt instruments may limit or prevent us from taking any of these actions. In
addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness would likely result
in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on commercially reasonable
terms or at all. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure
our obligations on commercially reasonable terms or at all, would have a material adverse effect on our business, financial
condition and results of operations.
11
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to
increase significantly.
Borrowings under the Term Loan Facility, the ABL Facility, KFPC Loan Agreement, and KFPC Revolving Credit
Facilities are, and additional borrowings in the future may be, at variable rates of interest that expose us to interest rate risk. If
interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount
borrowed will remain the same, and our net income and cash flows, including cash available for servicing our indebtedness,
will correspondingly decrease. At December 31, 2019, approximately $669.5 million of our debt was variable rate debt.
Additionally, any interest rate swaps we enter may not fully mitigate our interest rate risk.
Conditions in the global economy and capital markets, and in the petrochemical industry in particular, may have
an adverse effect on our results of operations, financial condition, and cash flow.
Our products are sold in markets that are sensitive to changes in general economic conditions, such as automotive,
construction and consumer products. Moreover, the petrochemical industry in general has historically been subject to volatility
and cyclical downturns. Downturns in general economic conditions, or in the petrochemical industry in particular, can cause
fluctuations in demand for our products, product prices, sales volumes and margins. A decline in the demand for our products
or a shift to lower-margin products due to deteriorating economic conditions could adversely affect sales of our products and
our profitability and could also result in impairments of certain of our assets.
Our business and operating results have been affected by fluctuating commodity prices, volatile exchange rates and
other challenges currently affecting the global economy and our customers. Uncertainty regarding global economic conditions
poses a continuing risk to our business, as consumers and businesses may postpone spending in response to tighter credit,
negative financial news or declines in income or asset values, which may reduce demand for our products. If global economic
and market conditions, or economic conditions in key markets, remain uncertain or deteriorate further, our results of operations,
financial condition and cash flows could be materially adversely affected.
The failure of our raw material suppliers to perform their obligations under long-term supply agreements, or our
inability to replace or renew these agreements when they expire, could increase our cost for these materials, interrupt
production or otherwise adversely affect our results of operations.
Our manufacturing processes use the following primary raw materials: butadiene, styrene, isoprene, CTO, including
black liquor soap that we refine into CTO and CST. We have long-term supply agreements with LyondellBasell Industries
(“LyondellBasell”), International Paper, and others to supply our raw material needs in the U.S. and Europe.
However, most of our long-term contracts contain provisions that allow our suppliers to limit, or allocate, the amount
of raw materials shipped to us below the contracted amount in certain circumstances. If we are required to obtain alternate
sources for raw materials because a supplier is unwilling or unable to perform under raw material supply agreements, if a
supplier terminates its agreements with us, if we are unable to renew our existing contract, or if we are unable to obtain new
long-term supply agreements to meet changing demand, we may not be able to obtain these raw materials in sufficient
quantities,on economic terms, or in a timely manner, and we may not be able to enter into long-term supply agreements on
terms as favorable to us, if at all. A lack of availability of raw materials could have a material adverse effect on our results of
operations, financial condition and cash flows.
If the availability of our raw materials, including butadiene, styrene, isoprene, CST, and CTO is limited, we may be
unable to produce some of our products in quantities sufficient to meet customer demand or on favorable economic terms,
which may have an adverse effect on our results of operations, financial condition, and cash flow.
We use butadiene, styrene, and isoprene as our primary raw materials in our Polymer segment and CTO and CST in
our Chemical segment and use additional non-primary raw materials in the production of our products. Suppliers may not be
able to meet our raw material requirements, and we may not be able to obtain substitute supplies from alternative suppliers in
sufficient quantities, on economic terms, or in a timely manner. A lack of availability of our raw materials in the quantities we
require to produce our products could result in our inability to meet customer demand and could have a material adverse effect
on our results of operations, financial condition and cash flows.
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The European Union’s Directive 2009/28 on the promotion of the use of energy from renewable resources
(“Renewable Energy Directive” or “RED”), which will be repealed on July 1, 2021 (the “RED”), and the new Directive
replacing Directive 2009/28, which has to be transposed by Member States by June 30, 2021 (the “RED II”), and similar
legislation in the U.S. and elsewhere may incentivize the use of CTO as a feedstock for production of alternative fuels,
which may have an adverse effect on our results of operations, financial condition, and cash flow.
In December 2008, the European Union adopted RED, which established a 20% EU-wide target for energy consumed
from renewable sources relative to the EU’s gross final consumption of energy, as well as a 10% target for energy consumed
from renewable sources in the transport section by 2020. In order to reach these targets, the RED established mandatory targets
for each Member State (as defined in RED) and required each Member State to adopt a national renewable energy action plan
setting forth measures to achieve its national targets.
RED also established sustainability criteria for biofuels, which must be satisfied in order for the consumption of a fuel
to count toward a Member State’s national targets. CTO-based biofuel currently fulfills RED’s biofuel sustainability criteria. In
spring 2015, the EU adopted amendments to RED, expressly listing CTO as a residue-type feedstock whose use in biofuel
would make that biofuel eligible for double counting towards national targets of the Member States, and at least two Member
States additionally have or plan fiscal incentives for the domestic marketing of CTO-based and other qualifying biofuels.
In late 2018, the EU adopted the RED II for the period 2021-2030. The RED II contains higher set obligations and
goals than the RED; an EU-wide binding target of a 32% share of energy from renewable sources in the gross final
consumption of energy by 2030, and a share of 14% of renewable energy in the transport sector by 2030. According to the RED
II, Member States shall set out national indicative trajectories for their contributions to the EU-wide target, and these
trajectories shall be based on the targets set out in the RED for 2020.
As for the transport sector target, the RED II provides that Member States shall oblige fuel suppliers to supply a share
of at least 14% of fuels from renewable sources, including a share of 3.5% of advanced biofuels. CTO based biofuels shall,
according to the RED II, be counted as advanced biofuels, and Member States may still double count the contribution of such
fuels. In addition to these developments in the European Union, various pieces of legislation regarding the use of alternative
fuels have been introduced in the U.S.
Because the supply of CTO is inherently constrained by the volume of kraft pulp processing, any diversion of CTO for
production of alternative fuels would reduce the available supply of CTO as the principal raw material of the pine chemicals
industry. A reduced ability to procure an adequate supply of CTO due to competing new uses such as for biofuel production
could have a material adverse effect on our results of operations, financial condition and cash flows.
Increases in the costs of our raw materials may occur, which may have an adverse effect on our results of
operations, financial condition, and cash flow if those costs cannot be passed through to our customers.
The price of raw materials may be impacted by external factors, including uncertainties associated with war, terrorist
attacks, weather and natural disasters, health epidemics or pandemics, civil unrest, the effects of climate change or political
instability, plant or production disruptions, strikes or other labor unrest, breakdown or degradation of transportation
infrastructure used in the delivery of raw materials or changes in laws or regulations in any of the countries in which we have
significant suppliers.
We use butadiene, styrene, and isoprene in our Polymer segment and CTO and CST in our Chemical segment as our
primary raw materials. The cost of these raw materials has generally correlated with changes in energy prices and is generally
influenced by supply and demand factors, and for our isoprene monomers, the prices for natural and synthetic rubber.
Our results of operations are directly affected by the cost of raw materials. Since the cost of these primary raw
materials comprises a significant amount of our total cost of goods sold, the selling prices for our products and therefore our
total revenue is impacted by movements in these raw material costs, as well as by the cost of other inputs. In the past we have
experienced erratic and significant changes in the costs of these raw materials, butadiene in particular. In addition, product mix
can have an impact on our overall unit selling prices, since we provide an extensive product offering and therefore experience a
wide range of unit selling prices. Because of the significant portion of our cost of goods sold represented by these raw
materials, our gross profit margins could be adversely affected by changes in the cost of these raw materials if we are unable to
pass the increases on to our customers.
Due to volatile raw material prices, there can be no assurance that we can continue to recover raw material costs or
retain customers in the future. As a result of our pricing actions, customers may become more likely to consider competitors’
products, some of which may be available at a lower cost. Significant loss of customers could result in a material adverse effect
on our results of operations, financial condition and cash flows.
Significant fluctuations in raw material costs may result in volatility in our quarterly operating results and impact
the market price of our common stock.
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We use the FIFO basis of accounting for inventory and cost of goods sold, and therefore gross profit. In periods of raw
material price volatility, reported results under U.S. generally accepted accounting principles (“U.S. GAAP”) will differ from
what the results would have been if cost of goods sold were based on estimated current replacement cost (“ECRC”).
Specifically, in periods of declining raw material costs, reported gross profit will be lower under U.S. GAAP than under ECRC,
and in periods of rising raw material costs, gross profit will be higher under U.S. GAAP than under ECRC. However, because
raw material costs are difficult to predict, we cannot accurately anticipate fluctuations in raw material costs with precision, or
effectively or economically hedge against the effects of any such change. If raw material costs fluctuate in a quarter, our results
of operations and cash flows will be affected, the magnitude of which could be significant, which could cause our earnings and
cash flows to depart from the periodic expectations of financial analysts or investors and, therefore, the market price of our
common stock may be volatile as a result.
Maintenance, expansion and refurbishment of our facilities, the construction of new facilities and the development
and implementation of new manufacturing processes involve significant risks, which may have an adverse effect on our
results of operations, financial condition, and cash flow.
Our facilities may require regulatory or periodic maintenance, upgrading, expansion, refurbishment or improvement.
Any unexpected operational or mechanical failure, including failure associated with breakdowns and forced outages, could
reduce our facilities' production capacity below expected levels, which would reduce our revenues. Unanticipated capital
expenditures associated with maintaining, upgrading, expanding, repairing, refurbishing, or improving our facilities may also
reduce profitability. Our facilities may also be subject to unanticipated damage as a result of natural disasters or terrorist
attacks, as was the case for our Panama City, Florida, manufacturing facility during Hurricane Michael in October 2018. See
“Domestic or international natural disasters, health epidemics or pandemics, or terrorist attacks may disrupt our operations,
decrease the demand for our products or otherwise have an adverse effect on our results of operations, financial condition, and
cash flow.”
If we make any major modifications to our facilities, such modifications likely would result in substantial additional
capital expenditures and could prolong the time necessary to bring the facility on line. We may also choose to refurbish or
upgrade our facilities based on our assessment that such activity will provide adequate financial returns. However, such
activities require time for development and capital expenditures before commencement of commercial operations, and key
assumptions underpinning a decision to make such an investment may prove incorrect, including assumptions regarding
construction costs and timing, which could have a material adverse effect on our business, financial condition, results of
operations and cash flows.
The construction of new manufacturing facilities entails a number of risks, including the ability to begin production
within the cost and timeframe estimated and to attract a sufficient number of skilled workers to meet the needs of the new
facility. Additionally, our assessment of the projected benefits associated with the construction of new manufacturing facilities
is subject to a number of estimates and assumptions, which in turn are subject to significant economic, competitive and other
uncertainties that are beyond our control. If we experience delays or increased costs, our estimates and assumptions are
incorrect, or other unforeseen events occur, our business, ability to supply customers, financial condition, results of operations
and cash flows could be adversely impacted.
Finally, we may not be successful or efficient in developing or implementing new production processes. Innovation in
production processes involves significant expense and carries inherent risks, including difficulties in designing and developing
new process technologies, development and production timing delays, lower than anticipated manufacturing yields, and product
defects. Disruptions in the production process can also result from errors, defects in materials, delays in obtaining or revising
operating permits and licenses, returns of product from customers, interruption in our supply of materials or resources, and
disruptions at our facilities due to accidents, maintenance issues, or unsafe working conditions, all of which could affect the
timing of production ramps and yields. Production issues can lead to increased costs and may affect our ability to meet product
demand, which could adversely impact our business and the results from operations.
Third parties provide significant operating and other services under agreements that are important to our business.
The failure of these third parties to perform their obligations, or the termination of these agreements could occur, which
may have an adverse effect on our results of operations, financial condition, and cash flow.
We are party to agreements with third parties who provide site services, utilities, materials and facilities. Additionally
our Berre, France, and Wesseling, Germany, plants are operated and maintained by a third party who also employs and
provides substantially all of the staff for those facilities. If relationships with these third parties were to deteriorate or if the
agreements for these services were to terminate, we would be forced to obtain these services from other parties or provide
them ourselves. Additionally, at Berre and Wesseling, a termination of the third party agreement would require use to relocate
our manufacturing facilities at those locations. The failure of our third party service providers and partners at our
manufacturing facilities to perform their obligations under, or the termination of, any of these agreements could materially
adversely affect our operations and, depending on market conditions at the time of any such termination, we might not be able
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to enter into substitute arrangements in a timely manner, if at all, and if we are able to enter into a substitute arrangement, it
may not be on terms as favorable to us.
Failure to successfully consummate business combination transactions, including the acquisition and integration
of, or disposition of, businesses, assets, products or technologies or to realize the financial and strategic goals that were
contemplated at the time of any such transaction may adversely affect our future results of operations, financial condition,
and cash flow.
From time to time, we may explore and pursue (i) acquisitions and strategic investments in businesses, products or
technologies that we believe could complement or expand our business, (ii) dispositions of non-strategic assets, or (iii) other
business combination transactions. The expense and effort incurred in exploring and consummating such transactions, the time
it takes to integrate an acquisition or our failure to integrate businesses successfully, could result in additional and/or
unexpected expenses and losses. For example, an investment in, or acquisition of, complementary businesses, products or
technologies in the future could materially decrease the amount of our available cash or require us to seek additional equity or
debt financing. We also may not be successful in negotiating the terms of any potential transactions or, in the case of
acquisitions or other business combinations, conducting thorough due diligence, financing the transaction or effectively
combining businesses or integrating an acquired business, product or technology into our existing business and operations.
Acquisitions, dispositions, and other business combinations may also be affected by unanticipated delays, including in
obtaining regulatory, governmental, customer or other third party approvals, which may result in such transactions being
delayed, or in limited circumstances not being completed at all. In addition, we may decide to abandon a previously disclosed
transaction.
Moreover, we may incur significant expenses whether or not a contemplated transaction is ultimately consummated.
Failure to consummate an announced transaction may negatively impact our business strategy, which could result in additional
costs to correct. Additionally, in connection with any acquisition, disposition, or other business combination we consummate,
the synergies or other benefits we expected to achieve may not be realized, including, in the case of dispositions, receipt of the
consideration expected from such transaction, and we may incur unanticipated expenses, write-downs, impairment charges or
unforeseen liabilities that could negatively affect our business, financial condition and results of operations, disrupt
relationships with current and new employees, customers and vendors, incur significant debt or have to delay or not proceed
with announced transactions.We may also face additional challenges and costs after the consummation of the transaction,
including those related to integrating or restructuring our operations, information management and other technology systems,
while carrying on our ongoing business.
Further, exploring or consummating a disposition, acquisition, or other business combination or integrating an
acquired business, product or technology could divert management and employee time and resources from other matters.
Our industry is highly competitive, and we may lose market share to other producers of SBCs, pine-based specialty
chemicals or other products that can be substituted for our products, which may have an adverse effect on our results of
operations, financial condition, and cash flow.
Our industry is highly competitive, and we face significant competition from both large international producers and
from smaller regional competitors. Our competitors may improve their competitive position in our core markets by successfully
introducing new products, improving their manufacturing processes, or expanding their capacity or manufacturing facilities.
Further, some of our competitors benefit from advantageous cost positions that could make it increasingly difficult for us to
compete in markets for less-differentiated applications. If we are unable to keep pace with our competitors’ product and
manufacturing process innovations or cost position, it could have a material adverse effect on our results of operations,
financial condition, and cash flows.
In addition, competition in the various product applications in which we compete is intense. Increased competition
from existing or newly developed SBCs, pine-based specialty chemicals or other products may reduce demand for our products
in the future and our customers may decide on alternate sources to meet their requirements. If we are unable to successfully
compete with other producers of SBCs or refiners of CTO, or if other products can be successfully substituted for our products,
our sales may decline. Our tall oil-based resins compete against hydrocarbon and gum-based resins in the adhesives and inks
submarkets, and our TOFA competes against animal and vegetable-based fatty acids. We could be subject to pricing pressure
from Chinese manufacturers of gum rosins, and hydrocarbon competitors have introduced metallocene-based products that
compete directly with many of our adhesive tackifiers.
If we are not able to continue the technological innovation and successful commercial introduction of new
products, our customers may turn to other producers to meet their requirements.
Our industry and the markets into which we sell our products experience periodic technological change and ongoing
product improvements. In addition, our customers may introduce new generations of their own products or require new
technological and increased performance specifications that would require us to develop customized products. Innovation or
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other changes in our customers’ product performance requirements may also adversely affect the demand for our products. Our
future growth and profitability will depend on our ability to gauge the direction of the commercial and technological progress
in all key markets, and upon our ability to successfully develop, manufacture and sell products in such changing markets. In
order to maintain our profit margins and our competitive position, we must continue to identify, develop and market innovative
products on a timely basis to replace existing products. We may not be successful in developing new products and technology
that successfully compete with newly introduced products and materials, and our customers may not accept, or may have lower
demand for, any of our new products. Further, an important part of our strategy is the creation of demand for innovations that
we develop and introduce to the markets. If we fail to keep pace with evolving technological innovations, fail to modify our
products in response to our customers’ needs or fail to develop innovations that generate additional demand, then our business,
financial condition and results of operations could be adversely affected as a result of reduced sales of our products or
diminished return on investment in innovations.
Our business relies on intellectual property and other proprietary information, and our failure to protect our rights
could harm our competitive advantages with respect to the manufacturing of some of our products, which may have an
adverse effect on our results of operations, financial condition, and cash flow.
Our success depends, to a significant degree, upon our ability to protect and preserve our intellectual property and
other proprietary information relating to our business. However, we may be unable to prevent third parties from using our
intellectual property and other proprietary information without our authorization or from independently developing intellectual
property and other proprietary information that is similar to ours, particularly in those countries where the laws do not protect
our proprietary rights to the same degree as in the U.S. The use of our intellectual property and other proprietary information by
others could reduce or eliminate any competitive advantage we have developed, potentially causing us to lose sales or
otherwise harm our business. If it becomes necessary for us to litigate to protect these rights, any proceedings could be
burdensome and costly, and we may not prevail.
Our patent applications and issued patents may not provide us with any competitive advantage and may be challenged
by third parties. Our competitors may also attempt to design around our patents or copy or otherwise obtain and use our
intellectual property and other proprietary information. Moreover, our competitors may already hold or have applied for patents
in the U.S. or abroad that, if enforced or issued, could possibly prevail over our patent rights or otherwise limit our ability to
manufacture or sell one or more of our products in the U.S. or abroad. With respect to our pending patent applications, we may
not be successful in securing patents for these claims. Our failure to secure these patents may limit our ability to protect
inventions that these applications were intended to cover. In addition, the expiration of a patent can result in increased
competition with consequent erosion of profit margins.
Our confidentiality agreements could be breached or may not provide meaningful protection for our trade secrets or
proprietary manufacturing expertise. Adequate remedies may not be available in the event of an unauthorized use or disclosure
of our trade secrets and manufacturing expertise. Violations by others of our confidentiality agreements and the loss of
employees who have specialized knowledge and expertise could harm our competitive position and cause our sales and
operating results to decline as a result of increased competition. In addition, others may obtain knowledge of our trade secrets
through independent development or other access by legal means.
The applicable governmental authorities may not approve our pending service mark and trademark applications. A
failure to obtain trademark registrations in the U.S. and in other countries could limit our ability to obtain and retain our
trademarks and impede our marketing efforts in those jurisdictions. Moreover, third parties may seek to oppose our applications
or otherwise challenge the resulting registrations. In the event that our trademarks are successfully challenged, we could be
forced to rebrand our products, which could result in loss of brand recognition and could require us to devote resources to
advertising and marketing new brands.
The failure of our patents, trademarks, or confidentiality agreements to protect our intellectual property and other
proprietary information, including our processes, apparatuses, technology, trade secrets, trade names and proprietary
manufacturing expertise, methods and compounds, could have a material adverse effect on our competitive advantages over
other producers.
Our products may infringe on the intellectual property rights of others, which may cause us to incur unexpected
costs or prevent us from selling our products.
Many of our competitors have a substantial amount of intellectual property. We cannot guarantee that our processes
and products do not and will not infringe issued patents (whether present or future) or other intellectual property rights
belonging to others, including, without limitation, situations in which our products, processes or technologies may be covered
by patent applications filed by other parties in the U.S. or abroad.
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From time to time, we oppose patent applications that we consider overbroad or otherwise invalid in order to maintain
the necessary freedom to operate fully in our various business lines without the risk of being sued for patent infringement. If,
however, patents are subsequently issued on any such applications by other parties, or if patents belonging to others already
exist that cover our products, processes or technologies, we could be liable for infringement or have to take other remedial or
curative actions to continue our manufacturing and sales activities with respect to one or more products.
We may also be subject to legal proceedings and claims in the ordinary course of our business, including claims of
alleged infringement of the patents, trademarks and other intellectual property rights of third parties by us or our licensees in
connection with their use of our products. Intellectual property litigation is expensive and time-consuming, regardless of the
merits of any claim, and could divert our management’s attention from operating our business.
If we were to discover that our processes, technologies or products infringe the valid intellectual property rights of
others, we might need to obtain licenses from these parties or substantially re-engineer our products in order to avoid
infringement. We may not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to re-engineer our
products successfully. Moreover, if we are sued for infringement and lose, we could be required to pay substantial damages
and/or be enjoined from using or selling the infringing products or technology. If we incur significant costs to litigate our
intellectual property rights or to obtain licenses, or if our inability to obtain required licenses for our processes, technologies or
products prevents us from selling our products, it could have a material adverse effect on our business and results of operations.
Increased information systems security threats and more sophisticated and targeted computer crime could pose a
risk to our systems, networks, products, and services.
We depend on integrated information systems to conduct our business. Increased global information systems security
threats and more sophisticated, targeted computer crime pose a risk to the security of our systems and networks and the
confidentiality, availability, and integrity of our data, operations, and communications. While we attempt to mitigate these risks
by employing a number of measures, including security measures, employee training, comprehensive monitoring of our
networks and systems, and maintenance of backup and protective systems, if these measures prove inadequate, we could be
adversely affected by, among other things, loss or damage of intellectual property, proprietary and confidential information, and
communications or customer data, having our business operations interrupted and increased costs to prevent, respond to, or
mitigate these cyber security threats. Any significant disruption or slowdown of our systems could cause customers to cancel
orders or cause standard business processes to become inefficient or ineffective, which could adversely affect our results of
operations, financial position or cash flows.
Our business is subject to seasonality that may affect our quarterly operating results and impact the market price of
our common stock.
Seasonal changes and weather conditions typically affect our sales in our paving (including pavement markings),
roofing, and construction applications. In particular, sales volumes generally rise in the warmer months and generally decline
during the colder months of fall and winter, or during abnormally wet seasons. In addition, sales into the ink submarket are
typically highest in the third quarter of the year due to increased demand for holiday catalog printing. However, because
seasonal weather patterns are difficult to predict, we cannot accurately estimate quarterly fluctuations in sales into our paving,
roofing, construction, and ink submarkets in any given year.
Seasonality also affects the availability of CTO and CST, two of our primary raw materials. Yields of CTO and CST
are higher during the first half of the year, generally peaking during the early summer months, due to the natural growth and
associated chemical yield cycles of trees, in addition to higher yields from kraft pulping during the cooler months.
Chemical manufacturing is inherently hazardous, which could result in accidents that disrupt our operations or
expose us to significant losses or liabilities.
Hazards associated with chemical manufacturing and the related storage and transportation of raw materials, products
and wastes exist in our operations and the operations of other occupants with whom we share manufacturing sites. These
hazards could lead to an interruption or suspension of operations and have an adverse effect on the productivity and
profitability of a particular manufacturing facility or on our business as a whole. These potential risks include, but are not
necessarily limited to:
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pipeline and storage tank leaks and ruptures;
explosions and fires;
inclement weather and natural disasters;
terrorist attacks;
mechanical failure; and
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chemical spills and other discharges or releases of toxic or hazardous substances or gases.
These hazards may result in personal injury and loss of life, damage to property and contamination of the
environment, which may result in a suspension of operations and the imposition of civil or criminal penalties, including
governmental fines, expenses for remediation and claims brought by governmental entities or third parties. The loss or
shutdown of operations over an extended period at any of our major operating facilities could have a material adverse effect on
our industry, reputation, or our financial condition and results of operations. Our property, business interruption and casualty
insurance may not fully insure us against all potential hazards incidental to our business.
We may be liable for damages based on product liability claims brought against our customers, which may have an
adverse effect on our results of operations, financial condition, and cash flow.
Many of our products provide critical performance attributes to our customers’ products, which are sold to consumers
who could potentially bring product liability suits in which we could be named as a defendant. For example, certain of the
chemicals or substances that are used in our businesses, including alkyl phenols such as bisphenol A and nonylphenol,
flammable solvents such as toluene, xylene and alcohols, and rosin, formaldehyde and resin dust, have been identified as
having potentially harmful health effects. The sale of these products entails the risk of product liability claims. If a person were
to bring a product liability suit against one of our customers, the customer may attempt to seek contribution from us. A person
may also bring a product liability claim directly against us. A successful product liability claim or series of claims against us in
excess of our insurance coverage, for which we are not otherwise indemnified, could have a material adverse effect on our
industry, reputation, or our financial condition or results of operations. There can be no assurance that our efforts to protect
ourselves from product liability claims in this regard will ultimately protect us from any such claims.
Failure to comply with the Foreign Corrupt Practices Act and other similar worldwide anti-bribery, anti-
corruption, and anti-fraud laws may subject us to penalties, which may have an adverse effect on our results of operations,
financial condition, and cash flow.
Our international operations require us to comply with a number of U.S. and international laws and regulations,
including those involving anti-bribery, anti-corruption and anti-fraud. In particular, our international operations are subject to
U.S. and foreign anti-corruption laws and regulations, including the regulations imposed by the Foreign Corrupt Practices Act
(“FCPA”), which generally prohibits issuers and their strategic or local partners, agents or representatives, which we refer to as
our intermediaries (even if those intermediaries are not themselves subject to the FCPA or other similar laws), from making
improper payments to foreign officials for the purpose of obtaining or keeping business or obtaining an improper business
benefit, and the United Kingdom Bribery Act 2010 (the “Bribery Act”) as well as anti-bribery and anti-corruption laws of the
various jurisdictions in which we operate.
We currently take precautions to comply with these laws. However, these precautions may not protect us against
liability, particularly as a result of actions by our intermediaries through whom we have exposure under these anti-bribery, anti-
corruption and anti-fraud laws even though we may have limited or no ability to control such intermediaries. Additionally, we
have operations in certain countries where strict compliance with anti-bribery and anti-corruption laws may conflict with local
customs and practices.
In order to effectively operate in certain foreign jurisdictions, circumstances may require that we establish joint
ventures with local operators or use third-party agents, distributors and marketing representatives. The establishment of joint
ventures with local operators and the use of third-party intermediaries may expose us to the risk of violating, or being accused
of violating, the foregoing or other anti-bribery, anti-corruption laws or anti-fraud. Such violations could be punishable by
criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions and exclusion from government contracts, as
well as other remedial measures. Investigations of alleged violations can be very expensive, disruptive and damaging to our
reputation and could negatively impact our stock price. Failure by us or our intermediaries to comply with the foregoing or
other anti-bribery, anti-corruption and anti-fraud laws could adversely impact our results of operations, financial position, and
cash flows, damage our reputation and negatively impact our stock price.
As a global business, we are exposed to local business risks in different countries, which may have an adverse
effect on our results of operations, financial condition, and cash flow.
We procure raw materials from foreign countries and have significant operations in foreign countries, including
manufacturing facilities, research and development facilities, offices, sales personnel and customer support operations.
Currently, we operate, or others operate on our behalf, facilities in Brazil, Finland, France, Germany, Japan and Sweden, in
addition to our operations in the U.S. Furthermore, we are a 50/50 joint venture partner with FPCC to own and operate a 30
kiloton HSBC plant at FPCC’s petrochemical site in Mailiao, Taiwan.
Our foreign operations are subject to risks inherent in doing business in foreign countries, including, but not
necessarily limited to:
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new and different legal and regulatory requirements in local jurisdictions;
data privacy regulations;
export duties or import quotas;
domestic and foreign customs and tariffs or other trade barriers;
potential staffing difficulties and labor disputes;
risk of non-compliance with the U.S. FCPA, the Bribery Act, or similar anti-bribery legislation in other
countries by agents or other third-party representatives;
managing and obtaining support and distribution for local operations;
increased costs of transportation or shipping;
credit risk and financial conditions of local customers and distributors;
potential difficulties in protecting intellectual property;
risk of nationalization of private enterprises by foreign governments;
potential imposition of restrictions on investments;
varying permitting and approval requirements;
potentially adverse tax consequences, including imposition or increase of withholding and other taxes on
remittances and other payments by subsidiaries;
foreign currency exchange restrictions and fluctuations;
local political and social conditions, including the possibility of hyperinflationary conditions and political
instability in certain countries;
the outbreak of global or regional health epidemics or pandemics; and
civil unrest, including labor unrest, in response to local political conditions.
We may not be successful in developing and implementing policies and strategies to address the foregoing risks in a
timely and effective manner at each location where we do business or from where we procure raw materials. Consequently, the
occurrence of one or more of the foregoing risks could have a material adverse effect on our international operations or upon
our financial condition, results of operations, and cash flows.
Compliance with extensive environmental, health and safety laws could require material expenditures, changes in
our operations or site remediation.
The manufacture and sale of our products can present potentially significant health and safety concerns and are also
under increased public and governmental scrutiny. Our products are also used in a variety of applications that have specific
regulatory requirements such as those relating to products that have contact with food or are used for medical applications.
We use large quantities of hazardous substances and generate hazardous wastes in our manufacturing operations.
Consequently, our operations are subject to extensive environmental, health and safety laws and regulations at the international,
national, state and local level in multiple jurisdictions. These laws and regulations govern, among other things, air emissions,
wastewater discharges, solid and hazardous waste management and disposal, occupational health and safety, including dust and
noise control, site remediation programs and chemical use and management. Many of these laws and regulations have become
more stringent over time and the costs of compliance with these requirements may increase, including costs associated with any
necessary capital investments. In addition, our production facilities require operating permits that are subject to renewal and, in
some circumstances, revocation. The necessary permits may not be issued or continue in effect, and renewals of any issued
permits may contain significant new requirements or restrictions. The nature of the chemical industry exposes us to risks of
liability due to the use, production, management, storage, transportation and sale of materials that are heavily regulated or
hazardous and can cause contamination or personal injury or damage if released into the environment.
Because of the nature of our operations, we could be subject to legislation and regulation affecting the emission of
greenhouse gases. The U.S. Environmental Protection Agency (“EPA”) has promulgated regulations applicable to projects
involving greenhouse gas emissions above a certain threshold, and the U.S. and certain states within the U.S. have enacted, or
are considering, limitations on greenhouse gas emissions.
Jurisdictions outside the U.S. are also addressing greenhouse gases by legislation or regulation. In addition, efforts
have been made and continue to be made at the international level toward the adoption of international treaties or protocols that
would address global greenhouse gas emissions. These requirements to limit greenhouse gas emissions may require us to incur
capital investments to upgrade our operations to comply with any future greenhouse gas emissions controls. While the impact
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of any such legislation, regulation, treaties or protocols is currently speculative, any such legislation, regulation, treaties or
protocols, if enacted, may have an adverse effect on our operations or financial condition.
In addition to the above, various petrochemical products, including plastics, have faced increased public scrutiny due
to negative coverage of plastic waste in the environment, which has resulted in local, state, federal and foreign governments
proposing and in some cases approving, restrictions on the manufacture, consumption and disposal of certain petrochemical
products. Increased regulation on the use of our products or other products in our industry, whatever their scope or form, could
increase our costs of production, impact overall consumption of our products or result in negative publicity.
Compliance with environmental laws and regulations generally increases the costs of transportation and storage of raw
materials and finished products, as well as the costs of storage and disposal of wastes. We may incur substantial costs, including
fines, damages, criminal or civil sanctions and remediation costs, or experience interruptions in our operations for violations
arising under environmental laws, regulations or permit requirements.
Regulation of our employees’ exposure to certain chemicals could require material expenditures or changes in our
operations, which may have an adverse effect on our results of operations, financial condition, and cash flow.
The Occupational Safety and Health Act (“OSHA”) in the U.S. and the Registration, Evaluation and Authorization of
Chemicals (“REACH”), directive in Europe, prescribe limitations restricting exposure to a number of chemicals used in our
operations, including butadiene, formaldehyde and nonylphenol, a raw material used in the manufacture of phenolic ink resins.
Butadiene is a known carcinogen in laboratory animals at high doses and is being studied for its potential adverse health
effects. Future studies on the health effects of these, and other, chemicals may result in additional regulations or new
regulations that further restrict or prohibit the use of, and exposure to, such chemicals. Additional regulation of or requirements
for these chemicals could require us to change our operations, and these changes could affect the quality of our products and
materially increase our costs.
We may be subject to losses due to lawsuits arising out of environmental damage or personal injuries associated
with chemical manufacturing, which may have an adverse effect on our results of operations, financial condition, and cash
flow.
We face the risk that individuals could, in the future, seek damages for personal injury due to exposure to chemicals at
our facilities or to chemicals otherwise owned or controlled by us. We may be subject to future claims with respect to
workplace exposure, workers’ compensation, and other matters. Additionally, under certain of the lease and operating
agreements for our sites we are required to indemnify the third party in certain circumstances, including in certain
circumstances for loss and damages resulting from their negligence in performing their obligations.
Some environmental laws could impose on us the entire cost of clean-up of contamination present at a facility even
though we did not cause the contamination and we may be required to undertake and pay for remediation of on-site
contamination resulting from past operations at our current sites.
In general, there is always the possibility that a third-party plaintiff or claimant, or governmental or regulatory
authority, could seek to include us in an action or claim for damages, clean-up, or remediation pertaining to events or
circumstances occurring or existing at one or more of our sites prior to the time of our ownership or occupation of the
applicable site. In the event that any of these actions or claims were asserted against us, our results of operations could be
adversely affected.
We are subject to customs, international trade, export control, data privacy, antitrust, zoning and occupancy and
labor and employment laws that could require us to modify our current business practices and incur increased costs.
We are subject to numerous regulations, including customs and international trade laws, export control, data privacy,
antitrust laws and zoning and occupancy laws that regulate manufacturers generally and/or govern the importation, promotion
and sale of our products, the operation of factories and warehouse facilities and our relationship with our customers, suppliers
and competitors. Particularly, data privacy and protection laws in the U.S., Europe, including but not limited to the General
Data Protection Regulation, and elsewhere are evolving and may be interpreted and applied inconsistently from jurisdiction to
jurisdiction. In addition, we face risk associated with trade protection laws, policies and measures and other regulatory
requirements affecting trade and investment, including loss or modification of exemptions for taxes and tariffs, imposition of
new tariffs and duties and import and export licensing requirements. In 2018 and 2019, the U.S. implemented new tariffs on
imports from various countries. In addition, during 2019, China imposed additional tariffs on U.S. exports to China.
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If these laws or regulations were to change or were violated by our management, employees, suppliers, buying agents
or trading companies, the costs of certain goods could increase, or we could experience delays in shipments of our goods, be
subject to fines or penalties, or suffer reputational harm, which could reduce demand for our products and hurt our business and
negatively impact our results of operations. In addition, changes in federal and state minimum wage laws and other laws
relating to employee benefits could cause us to incur additional wage and benefits costs, which could negatively impact our
profitability.
Legal requirements are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost
of compliance with these requirements or their effects on our operations. We may be required to make significant expenditures
or modify our business practices to comply with existing or future laws and regulations, which may increase our costs and
materially limit our ability to operate our business.
Fluctuations in currency exchange rates may significantly impact our results of operations and may significantly
affect the comparability of our results between financial periods.
Our operations are conducted by our subsidiaries in many countries. The results of the operations and the financial
position of these subsidiaries are reported in the relevant foreign currencies and then translated into U.S. dollars at the
applicable exchange rates for inclusion in our consolidated financial statements. The main currencies to which we are exposed,
besides the U.S. dollar, are the Euro, Japanese Yen, British Pound, Brazilian Real, Swedish Krona, Chinese Yuan Renminbi,
Taiwanese Dollar, and Mexican Peso. The exchange rates between these currencies and the U.S. dollar in recent years have
fluctuated significantly and may continue to do so in the future. A depreciation of these currencies against the U.S. dollar will
decrease the U.S. dollar equivalent of the amounts derived from these operations reported in our consolidated financial
statements and an appreciation of these currencies will result in a corresponding increase in such amounts. Because many of
our raw material costs are determined with respect to the U.S. dollar rather than these currencies, depreciation of these
currencies may have an adverse effect on our profit margins or our reported results of operations. Conversely, to the extent that
we are required to pay for goods or services in foreign currencies, the appreciation of such currencies against the U.S. dollar
will tend to negatively impact our results of operations. In addition, currency fluctuations may affect the comparability of our
results of operations between financial periods.
We incur currency transaction risk whenever we enter into either a purchase or sale transaction using a currency other
than the local currency of the transacting entity. From time to time, we use hedging strategies to reduce our exposure to
currency fluctuations. Given the volatility of exchange rates, there can be no assurance that we will be able to effectively
manage our currency transaction risks, that our hedging activities will be effective or that any volatility in currency exchange
rates will not have a material adverse effect on our financial condition or results of operations.
We may have additional tax liabilities, which may have an adverse effect on our results of operations, financial
condition, and cash flow.
We are subject to income taxes and state taxes in the U.S., as well as numerous foreign jurisdictions. Significant
judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are
many transactions and calculations for which the ultimate tax determination is uncertain. Although we believe our tax estimates
are reasonable, the final determination of tax audits and any related litigation could be materially different from that which is
reflected in our consolidated financial statements. Should any tax authority take issue with our estimates, our results of
operations, financial position, and cash flows could be adversely affected.
The U.S. Tax Cuts and Jobs Act (“Tax Act”) was enacted on December 22, 2017 and introduced significant changes to
U.S. income tax law. Accounting Standards Codification 740, Accounting for Income Taxes, requires companies to recognize
the effects of tax law changes in the period of enactment. Effective in 2018, the Tax Act made a number of changes, such as
reducing the U.S. statutory tax rate from 35.0% to 21.0%, creating new taxes on certain foreign sourced earnings and certain
related-party payments, which are referred to as the global intangible low taxed income tax and the base erosion tax,
respectively, establishing a dividends received deduction for dividends paid by foreign subsidiaries to the U.S., the elimination
or limitation of certain deductions, and imposing a mandatory tax on previously unrepatriated earnings accumulated offshore.
Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, we made
reasonable estimates of the effects and recorded provisional amounts in our consolidated financial statements as of December
31, 2017. As we collected and prepared necessary data, and interpreted the additional guidance issued by the U.S. Treasury
Department, the IRS, and other standard-setting bodies, we made adjustments, over the course of the year, to the provisional
amounts. The accounting for the tax effects of the Tax Act has been completed as of December 31, 2018.
We may be unable to realize the benefits of our net operating loss carry-forwards (“NOLs”).
NOLs may be carried forward to offset federal and state taxable income in future years and eliminate income taxes
otherwise payable on such taxable income, subject to certain adjustments. Based on current federal and state corporate income
tax rates, our NOLs and other carry-forwards could provide a benefit to us, if fully utilized, of significant future tax savings.
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However, our ability to use these tax benefits in future years will depend upon the amount of our otherwise federal and state
taxable income. If we do not have sufficient federal and state taxable income in future years to use the tax benefits before they
expire, we will lose the benefit of these NOLs permanently.
The amount of NOLs that we have claimed has not been audited or otherwise validated by the U.S. Internal Revenue
Service (“IRS”). The IRS could challenge our calculation of the amount of our NOLs or our determinations as to when a prior
change in ownership occurred, and other provisions of the Internal Revenue Code may limit our ability to carry forward our
NOLs to offset taxable income in future years. If the IRS were successful with respect to any such challenge, the potential tax
benefit of the NOLs to us could be substantially reduced.
Our relationship with our employees could deteriorate, which may have an adverse effect on our results of
operations, financial condition, and cash flow.
As a manufacturing company, we rely on our employees and good relations with our employees to produce our
products and maintain our production processes and productivity. A significant number of our non-U.S. employees are subject
to collective bargaining arrangements or works counsel representation. Approximately 13.6% of our combined U.S. employees
are represented by unions. We may not be able to negotiate existing or future arrangements on satisfactory terms or at all, the
earliest of which expires in 2021, which may adversely affect our business. If these workers were to engage in a strike, work
stoppage or other slowdown, our operations could be disrupted or we could experience higher labor costs, which could
adversely affect our business, results of operations, financial condition, and cash flow.
In addition, if our other employees were to become unionized, in particular our employees at our Belpre, Ohio,
facility, we could experience significant operating disruptions and higher ongoing labor costs, which could adversely affect our
results of operations, financial condition, and cash flow. Because many of the personnel who operate our European facilities are
employees of a third party, relations between the third party and its employees may also adversely affect our business, results of
operations, financial condition, and cash flow.
Loss of key personnel or our inability to attract and retain new qualified personnel could hurt our business and
inhibit our ability to operate and grow successfully.
Our success in the highly competitive markets in which we operate will continue to depend to a significant extent on
our key employees. We are dependent on the expertise of our executive officers and other key employees. Loss of the services
of any of our executive officers or other key employees could have an adverse effect on our prospects. We may not be able to
retain our key employees or to recruit qualified individuals to join our company. The loss of key employees could result in high
transition costs and could disrupt our operations.
We generally do not have long-term contracts with our customers and the loss of customers could adversely affect
our sales and profitability.
With some exceptions, our business is based primarily upon individual sales orders by our customers. As such, our
customers could cease buying products from us at any time, for any reason, with little or no notice or recourse. If multiple
customers elected not to purchase products from us, our business prospects, results of operations, financial condition, and cash
flow could be adversely affected.
A decrease in the fair value of pension assets could materially increase future funding requirements of the pension
plans.
We sponsor defined benefit pension plans. The total projected benefit obligation of our defined benefit pension plans
exceeded the fair value of the plan assets by approximately $105.5 million at December 31, 2019. We contributed $13.7 million
to the pension plans in 2019. Among the key assumptions inherent in the actuarially calculated pension plan obligations and
pension plan expenses are the discount rate and the expected rate of return on plan assets. If discount rates or actual rates of
return on invested plan assets were to decrease, the pension plan obligations could increase materially. The size of future
required pension contributions could result in our dedicating a substantial portion of our cash flow from operations to making
the contributions, which could materially adversely affect our business, financial condition and results of operations.
Domestic or international natural disasters, health epidemics or pandemics, or terrorist attacks may disrupt our
operations, decrease the demand for our products or otherwise have an adverse impact on our business.
Chemical related assets, and U.S. corporations such as ours, may be at a greater risk of future terrorist attacks
(including both physical attacks and cyber-attacks) than other possible targets in the U.S. and throughout the world. Moreover,
extraordinary events such as natural disasters or global or local health epidemics or pandemics could result in significant
damage to our facilities and/or disruption of our operations and may negatively affect local economies, including those of our
customers or suppliers. The occurrence of such events cannot be predicted, although their occurrence can be expected to
continue to adversely impact the economy in general and our specific markets.
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The resulting damage from a natural disaster or terrorist attack could include loss of life, property damage or site
closure. Several of our facilities are located in regions where natural disasters have previously disrupted, and may in the future
disrupt, our ability to manufacture and deliver products from certain facilities and require us to temporarily declare an excused
performance, or force majeure, on certain products under our existing agreements with customers. Any damage resulting in
stoppage or reduction of our facilities’ production capacity could reduce our revenues and any unanticipated capital
expenditures to repair such damage (to the extent not covered by our insurance policies) may reduce profitability. Any, or a
combination, of these factors could also adversely impact our results of operations, financial position and cash flows.
In addition, global or local heath epidemics and pandemics may result in disruption of our operations. For example,
the coronavirus outbreak originating in China at the beginning of 2020 has resulted in closures, quarantines, travel restrictions
and extended shutdown of certain businesses in regions in which we operate and could also substantially interfere with general
commercial activity related to our supply chain and customer base. This could have a material adverse effect on our results of
operations, financial position, and cash flows. At this point, the extent of the impact on our results as a result of the coronavirus
outbreak is uncertain.
Delaware law and certain provisions of our organizational documents may make a takeover of our company more
difficult.
Provisions of our charter and bylaws may have the effect of delaying, deferring or preventing a change in control of
our company. A change of control could be proposed in the form of a tender offer or takeover proposal that might result in a
premium over the market price for our common stock. In addition, these provisions could make it more difficult to bring about
a change in the composition of our board of directors, which could result in the entrenchment of current management. For
example, our charter and bylaws:
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establish a classified board of directors so that not all members of our board of directors are elected at one
time;
require that the number of directors be determined, and provide that any vacancy or new board seat may be
filled only by the board;
do not permit stockholders to act by written consent;
do not permit stockholders to call a special meeting;
permit the bylaws to be amended by a majority of the board without shareholder approval, and require that a
bylaw amendment proposed by stockholders be approved by two-thirds of all outstanding shares;
establish advance notice requirements for nominations for elections to our board of directors or for proposing
matters that can be acted upon by stockholders at stockholder meetings; and
authorize the issuance of undesignated preferred stock, or “blank check” preferred stock, by our board of
directors without shareholder approval.
Our Kraton Corporation Executive Severance Program and the equity arrangements with our executive officers also
contain change in control provisions. Under the terms of these arrangements, the executive officers are entitled to receive
significant cash payments, immediate vesting of options, restricted shares and notional shares, and continued medical benefits
in the event their employment is terminated under certain circumstances within one year following a change in control, and
with respect to certain equity awards, within two years following a change in control.
Any amounts accrued under the Kraton Polymers LLC Executive Deferred Compensation Plan are immediately
payable upon a change of control. We disclose in proxy statements filed with the SEC potential payments to our named
executive officers in connection with a change of control. Further, the terms of each of the indentures governing our Senior
Notes require us, upon certain change of control transactions, to repurchase our outstanding Senior Notes at a price equal to
101.0% of their principal amount, plus any accrued and unpaid interest. Certain change of control transactions would also
constitute an event of default under our Term Loan Facility and ABL Facility.
These arrangements and provisions of our organizational documents and Delaware law may have the effect of
delaying, deferring or preventing changes of control or changes in management of our company, even if such transactions or
changes would have significant benefits for our stockholders. As a result, these provisions could limit the price some investors
might be willing to pay in the future for shares of our common stock.
We do not currently pay dividends and may not pay any dividends for the foreseeable future.
We do not currently pay dividends, and we may not pay dividends to our stockholders for the foreseeable future. The
terms of the Term Loan Facility, the ABL Facility, and our Senior Notes limit our ability to pay cash dividends, and we may be
subject to other restrictions on our ability to pay dividends from time to time. In addition, because we are a holding company,
our ability to pay dividends depends on our receipt of cash dividends and distributions from our subsidiaries. Accordingly,
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investors must be prepared to rely on sales of their common stock after price appreciation to earn an investment return, which
may never occur. Investors seeking cash dividends should not purchase our common stock. Any determination to pay dividends
in the future will be made at the discretion of our board of directors and will depend upon our results of operations, financial
condition, contractual restrictions, restrictions imposed by applicable law or the SEC and other factors that our board deems
relevant.
We are a holding company with nominal net worth and will depend on dividends and distributions from our
subsidiaries to pay any dividends.
Kraton Corporation is a holding company with nominal net worth. We do not have any assets or conduct any business
operations other than our investments in our subsidiaries, including Kraton Polymers LLC. As a result, our ability to pay
dividends, if any, will be dependent upon cash dividends and distributions or other transfers from our subsidiaries. Payments to
us by our subsidiaries will be contingent upon their respective earnings and subject to any limitations on the ability of such
entities to make payments or other distributions to us. In addition, our subsidiaries are separate and distinct legal entities and
have no obligation to make any funds available to us.
Item 1B.
Unresolved Staff Comments.
None.
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Item 2.
Properties.
Our principal executive offices are located at 15710 John F. Kennedy Boulevard, Suite 300, Houston, Texas 77032.
We believe that our properties and equipment are generally in good operating condition and are adequate for our
present needs. Production capacity at our sites can vary greatly depending upon feedstock, product mix, and operating
conditions. Approximate annual capacity amounts may fluctuate as a result of capital expenditures or lean process initiatives to
increase capacity, a shutdown of certain equipment to reduce capacity or permanent changes in mix, which could increase or
decrease capacity. The following table sets forth our approximate square footage of each of our manufacturing facilities.
Polymer Segment
Location
Principal Products
Approximate
Square Footage
Owned/Leased
Belpre, Ohio
Performance Products, Specialty Polymers, Cariflex
3,600,000
Wesseling, Germany
Performance Products
Berre, France
Paulinia, Brazil
Kashima, Japan
Mailiao, Taiwan
Chemical Segment
Performance Products, Specialty Polymers
Cariflex
Performance Products
Specialty Polymers
354,000
392,000
2,220,000
395,000
1,800,000
Owned
Owned
Owned
Owned
Owned
Owned
Location
Principal Products (Upgrades)
Approximate
Square Footage
Owned/Leased
Panama City, Florida
Rosin Esters, Dispersions
Pensacola, Florida
Terpene Resins
Savannah, Georgia
Resin Esters
Dover, Ohio
Oulu, Finland
Niort, France
Dimer Acids, Polyamides
Rosin Esters and Soaps
AMS, Terpene Resins
Sandarne, Sweden
Rosin Esters, Dispersions
Gersthofen, Germany
Disprorosins
217,626
64,109
186,125
166,824
167,681
187,405
378,892
39,116
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
(1)
(2)
(2)
(3)
(4)
(5)
(6)
________________________________________________
(1)
(2)
(3)
(4)
(5)
(6)
A portion of the HSBC capacity at the Belpre facility is owned by Infineum USA, a joint venture between Shell
Chemicals and ExxonMobil that makes products for the lubricant additives business.
Our Wesseling and Berre manufacturing facilities are located on LyondellBasell sites. We lease the land, but own the
manufacturing facilities and production equipment. We have operating agreements with LyondellBasell for various
site services, utilities, materials, and facilities.
The Kashima manufacturing facility is owned and operated by a 50%-50% joint venture between us and JSR, named
Kraton JSR Elastomers K.K. (“KJE”). We are generally entitled to 50% of this production pursuant to our joint
venture agreement. JSR markets its portion of the production under its own trademarks, and we market our portion of
the production under the Kraton® brand name, although this amount may vary from time to time.
The Mailiao facility is our 50%-50% KFPC joint venture with FPCC, and the joint venture leases the land, but owns
the manufacturing facility and production equipment.
We own our black liquor soap acidulation manufacturing facility located in Savannah, Georgia. However, this
manufacturing facility is located on land that we lease, and the lease expires on February 28, 2057.
We own our manufacturing facility located in Oulu, Finland. However, this facility is located on land that we lease,
and the lease expires on August 31, 2044, with an option to extend the term until August 31, 2095.
25
Item 3.
Legal Proceedings.
We and certain of our subsidiaries, from time to time, are parties to various other legal proceedings, claims, and
disputes that have arisen in the ordinary course of business. These claims may involve significant amounts, some of which
would not be covered by insurance. While the outcome of these proceedings cannot be predicted with certainty, our
management does not expect any of these other existing matters, individually or in the aggregate, to have a material adverse
effect upon our financial position, results of operations, or cash flows.
For information regarding legal proceedings, including environmental matters, see Note 12 Commitments and
Contingencies (subsections (b) and (c) of which are incorporated herein by reference) to the consolidated financial statements
for further discussion.
Item 4.
Mine Safety Disclosures.
Not applicable.
26
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity
Securities
Our common stock is listed on the NYSE under the symbol “KRA.”
As of February 24, 2020, we had approximately 66 shareholders of record of our common stock and approximately
5,112 beneficial owners.
Stock Performance Graph
The following graph reflects the comparative changes in the value from December 31, 2014 through December 31,
2019, assuming an initial investment of $100 and the reinvestment of dividends, if any, in (1) our common stock, (2) the S&P
SmallCap 600 Index, and (3) the Dow Jones U.S. Specialty Chemicals Index. The information under this caption is not deemed
to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent we
specifically incorporate it by reference into such a filing. Historical performance should not be considered indicative of future
stockholder returns.
27
Total Return to Shareholders
(Includes reinvestment of dividends)
Annual Return Percentage,
Years Ending
Company Name / Index
Kraton Corporation
S&P SmallCap 600 Index
Dow Jones U.S. Specialty Chemicals
12/31/2015
12/31/2016
12/31/2017
12/31/2018
12/31/2019
(20.11)%
(1.97)%
(9.79)%
71.47%
26.55%
10.54%
69.14%
13.24%
22.39%
(54.66)%
(8.49)%
(6.84)%
15.94%
22.78%
12.24%
Company Name / Index
Kraton Corporation
S&P SmallCap 600 Index
Dow Jones U.S. Specialty Chemicals
Base Period
12/31/14
$
$
$
100.00
100.00
100.00
$
$
$
12/31/2015
12/31/2016
12/31/2017
12/31/2018
12/31/2019
79.89
98.03
90.21
$
$
$
136.99
124.06
99.72
$
$
$
231.70
140.48
122.05
$
$
$
105.05
128.56
113.70
$
$
$
121.79
157.85
127.62
Cumulative Value of $100 Investment, through
December 31, 2019
Dividends
We have not previously declared or paid any dividends or distributions on our common stock and have instead
deployed earnings to fund the development of our business. Any future determination to pay dividends will be at the discretion
of our board of directors and will depend on our financial condition, results of operations, capital expenditure requirements,
restrictions contained in current and future financing instruments, and other factors that our board of directors deems relevant.
Because we are a holding company, our ability to pay dividends depends on our receipt of cash dividends and distributions
from our subsidiaries. The terms of certain of our current debt instruments restrict our ability and the ability of our subsidiaries
to pay dividends, as may the terms of any of our future debt or preferred securities.
Share Repurchase Program. In February 2019, we announced a repurchase program for up to $50.0 million of the
Company's common stock by March 2021. Repurchases may be made at management's discretion from time to time through
privately-negotiated transactions, in the open market, or through broker-negotiated purchases in compliance with applicable
securities law, including through a 10b5-1 Plan. The repurchase program may be suspended for periods or discontinued at any
time, and the amount and timing of the repurchases are subject to a number of factors, including Kraton's stock price. During
the three months ended December 31, 2019, we did not repurchased any of our common stock under this program. We are not
obligated to acquire any specific number of shares of our common stock.
The Company repurchases treasury stock that is withheld to satisfy the tax obligation of holders of restricted stock
awards when they vest. Our equity incentive plans provide that the value of shares delivered to us to pay the withholding tax
obligations is calculated based on the average of the high and low sales price per share of our common stock on the day of vest.
Issuer Purchases of Equity Securities
(a) Total Number
of Shares (or
Units)
Purchased(1)
(b) Average Price
Paid Per Share (or
Unit)
(c) Total Number of
Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs(2)
(d) Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units) that
May Yet Be Purchased
Under the Plans of
Programs(2)
October 1, 2019 through October 31, 2019
November 1, 2019 through November 30, 2019
December 1, 2019 through December 31, 2019
Total
—
491
2,975
3,466
$
$
—
22.49
23.16
23.06
— $
—
—
— $
40,000,036
40,000,036
40,000,036
40,000,036
_____________________________________________________
(1) The total number of shares disclosed in this column includes 3,466 shares of our common stock delivered to us in satisfaction of the tax
withholding obligation of holders of restricted stock awards which vested.
(2) This column contains repurchases under the Share Repurchase Program.
28
Item 6.
Selected Financial Data.
The selected financial data below should be read in conjunction with “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” included under Item 7 of this Form 10-K as well as the consolidated financial
statements and the related notes.
Consolidated statements of operations data:
Revenue
Cost of goods sold
Gross profit
Operating expenses:
Research and development
Selling, general, and administrative
Depreciation and amortization
Gain on insurance proceeds
Loss on disposal of fixed assets
Operating income
Other income (expense)
Disposition and exit of business activities
Loss on extinguishment of debt
Earnings of unconsolidated joint venture (1)
Interest expense, net
Income (loss) before income taxes
Income tax benefit (expense)
Consolidated net income (loss)
Net (income) loss attributable to
noncontrolling interest
Net income (loss) attributable to Kraton
Earnings (loss) per common share:
Basic
Diluted
Weighted average common shares outstanding:
Basic
Diluted
Years Ended December 31,
2019
2018
2017
2016 (2)
2015
(In thousands, except per share data)
$ 1,804,436
1,390,007
414,429
$ 2,011,675
1,431,069
580,606
$ 1,960,362
1,415,659
544,703
$ 1,744,104
1,262,542
481,562
$ 1,034,626
803,072
231,554
41,073
149,800
136,171
(32,850)
773
119,462
3,339
—
(3,521)
506
(75,782)
44,004
11,813
55,817
(4,512)
51,305
1.61
1.60
31,581
31,881
$
$
$
41,296
153,897
141,410
(8,900)
2,169
250,734
(3,472)
—
(79,866)
471
(93,772)
74,095
(3,574)
70,521
(3,506)
67,015
2.10
2.08
31,416
31,789
$
$
$
40,283
161,260
137,162
—
514
205,484
(3,360)
—
(35,389)
486
(132,459)
34,762
57,884
92,646
$
$
$
$
$
$
4,903
97,549
3.12
3.07
30,654
31,140
39,129
177,356
125,658
—
665
138,754
(2,503)
28,416
(13,423)
394
(138,952)
12,686
91,954
104,640
2,668
107,308
3.48
3.43
30,180
30,621
$
$
$
30,509
116,193
62,093
—
237
22,522
(4,291)
—
—
406
(24,223)
(5,586)
(6,943)
(12,529)
1,994
(10,535)
(0.34)
(0.34)
30,574
30,574
________________________________________________
(1)
(2)
Represents our 50% joint venture interest in KJE, which is accounted for using the equity method of accounting.
On January 6, 2016, we completed the acquisition of Arizona Chemical. The results of this acquisition are included within our
consolidated statements of operations thereafter.
Consolidated balance sheets data:
Cash and cash equivalents
Total assets
Total debt
December 31,
2019
2018
2017
2016
2015
(In thousands)
$
35,033
$ 2,832,385
$ 1,364,625
$
85,891
$ 2,894,704
$ 1,532,619
$
89,052
$ 2,932,527
$ 1,617,528
$
121,749
$ 2,906,645
$ 1,739,525
$
70,049
$ 1,079,235
415,732
$
29
EBITDA, Adjusted EBITDA, and Adjusted Diluted Earnings Per Share
We consider EBITDA, Adjusted EBITDA, and Adjusted Diluted Earnings Per Share to be important supplemental
measures of our performance and believe they are frequently used by investors, securities analysts, and other interested parties
in the evaluation of our performance and/or that of other companies in our industry, including period-to-period comparisons. In
addition, management uses these measures to evaluate operating performance, and our incentive compensation plan bases
incentive compensation payments on our Adjusted EBITDA performance, along with other factors. EBITDA, Adjusted
EBITDA, and Adjusted Diluted Earnings Per Share have limitations as analytical tools and in some cases can vary substantially
from other measures of our performance. You should not consider any of them in isolation, or as substitutes for analysis of our
results under U.S. generally accepted accounting principles (“U.S. GAAP”).
Years Ended December 31,
2019
2018
2017
(In thousands, except per share data)
255,957
309,277
$
$
304,383
320,592
2.94
$
$
378,043
3.16
$
$
374,199
2.85
$
$
$
EBITDA (2)(4)
Adjusted EBITDA (1)(3)(4)
Adjusted Diluted Earnings Per Share (1)(4)
__________________________________________________
(1)
The majority of our consolidated inventory is measured using the FIFO basis of accounting. As part of our pricing strategy, we
measure our business performance using the estimated current replacement cost (“ECRC”) of our inventory and cost of goods sold.
Our ECRC is based on our current expectation of the current cost of our significant raw material inputs. ECRC is developed
monthly based on actual market-based contracted rates and spot market purchase rates that are expected to occur in the period. We
then adjust the value of the significant raw material inputs and their associated impact to finished goods to the current replacement
cost to arrive at an ECRC value for inventory and cost of goods sold. The result of this revaluation from the U.S. GAAP carrying
value creates the spread between U.S. GAAP and ECRC. We maintain our perpetual inventory in our global enterprise resource
planning system, where the carrying value of our inventory is determined. With inventory valued under U.S. GAAP and ECRC, we
then have the ability to report cost of goods sold and therefore Adjusted EBITDA and Adjusted Diluted Earnings Per Share under
both our U.S. GAAP convention and ECRC.
(2)
(3)
On a consolidated basis, EBITDA represents net income before interest, taxes, depreciation and amortization. On a reporting
segment basis, EBITDA represents segment operating income before depreciation and amortization, other income (expense), loss
on extinguishment of debt, and earnings of unconsolidated joint venture. Limitations for EBITDA as an analytical tool include the
following:
•
•
•
EBITDA does not reflect the significant interest expense on our debt;
EBITDA does not reflect the significant depreciation and amortization expense associated with our long-lived assets;
EBITDA included herein should not be used for purposes of assessing compliance or non-compliance with financial
covenants under our debt agreements. The calculation of EBITDA in the debt agreements includes adjustments, such as
extraordinary, non-recurring or one-time charges, proforma cost savings, certain non-cash items, turnaround costs, and
other items included in the definition of EBITDA in the debt agreements; and
other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative
measure.
•
Adjusted EBITDA is EBITDA net of the impact of the spread between the FIFO basis of accounting and ECRC and net of the
impact of items we do not consider indicative of our ongoing operating performance. We explain how each adjustment is derived
and why we believe it is helpful and appropriate in the reconciliation below. You are encouraged to evaluate each adjustment and
the reasons we consider it appropriate for supplemental analysis. As an analytical tool, Adjusted EBITDA is subject to the
limitations applicable to EBITDA described above, as well as the following limitations:
•
due to volatility in raw material prices, Adjusted EBITDA may, and often does, vary substantially from EBITDA, net
income and other performance measures, including net income calculated in accordance with U.S. GAAP; and
Adjusted EBITDA may, and often will, vary significantly from EBITDA calculations under the terms of our debt
agreements and should not be used for assessing compliance or non-compliance with financial covenants under our debt
agreements.
•
(4)
Included in EBITDA, Adjusted EBITDA, and Adjusted Diluted Earnings Per Share is $32.9 million and $8.9 million, which was
recognized as a gain on insurance proceeds, reimbursing us for the lost margin, direct costs, and capital expenditures known to date
in the Condensed Consolidated Statement of Operations for the years ended December 31, 2019 and 2018, respectively.
Because of these and other limitations, EBITDA and Adjusted EBITDA should not be considered as a measure of
discretionary cash available to us to invest in the growth of our business.
Our presentation of non-GAAP financial measures and the adjustments made therein should not be construed as an
inference that our future results will be unaffected by unusual or non-recurring items, and in the future we may incur expenses
or charges similar to the adjustments made in the presentation of our non-GAAP financial measures.
30
We compensate for the above limitations by relying primarily on our U.S. GAAP results and using EBITDA, Adjusted
EBITDA, and Adjusted Diluted Earnings Per Share only as supplemental measures. See our financial statements included
under Item 8 of this Form 10-K.
We reconcile each of consolidated net income (loss) and reporting segment operating income to EBITDA, and then to
Adjusted EBITDA as follows:
Year Ended December 31, 2019
Year Ended December 31, 2018
Year Ended December 31, 2017
Polymer
Chemical
Total
Polymer
Chemical
Total
Polymer
Chemical
Total
Net income attributable to Kraton
Net income (loss) attributable to
noncontrolling interest
Consolidated net income
Add (deduct):
Income tax expense (benefit)
Interest expense, net
Earnings of unconsolidated joint
venture
Loss on extinguishment of debt
Other (income) expense
Operating income
Add (deduct):
Depreciation and amortization
Other income (expense)
Loss on extinguishment of debt
Earnings of unconsolidated joint
venture
$ 51,305
4,512
55,817
(11,813)
75,782
(506)
3,521
(3,339)
(In thousands)
$ 67,015
$ 97,549
3,506
70,521
3,574
93,772
(471)
79,866
3,472
(4,903)
92,646
(57,884)
132,459
(486)
35,389
3,360
$ 57,343
$
62,119
119,462
$ 159,162
$
91,572
250,734
$ 121,089
$
84,395
205,484
59,151
(1,923)
(3,521)
506
77,020
136,171
71,006
70,404
141,410
67,998
69,164
137,162
5,262
3,339
(4,311)
—
—
(3,521)
(79,866)
506
471
839
—
—
(3,472)
(3,687)
(79,866)
(35,389)
471
486
327
—
—
(3,360)
(35,389)
486
EBITDA (non-GAAP) (a)
111,556
144,401
255,957
146,462
162,815
309,277
150,497
153,886
304,383
Add (deduct):
Transaction, acquisition related costs,
restructuring, and other costs (b)
Loss on disposal of fixed assets
Loss on extinguishment of debt
Hurricane related costs (c)
Hurricane reimbursements (d)
KFPC startup costs (e)
Sale of emissions credits (f)
Non-cash compensation expense
Spread between FIFO and ECRC
10,475
535
3,521
—
—
3,019
—
9,493
49,565
946
—
—
11,421
535
3,521
15,025
15,025
(26,561)
(26,561)
—
3,019
(4,601)
(4,601)
5,517
—
79,866
—
—
897
—
—
9,493
8,102
(607)
4,910
13,000
(165)
12,835
—
—
13,651
—
—
—
—
—
79,866
13,651
—
897
—
8,102
—
35,389
4,145
—
14,618
—
7,627
—
—
1,320
—
—
—
—
—
35,389
5,465
—
14,618
—
7,627
3,218
52,783
(26,042)
(12,618)
(38,660)
(2,261)
(3,857)
(6,118)
Adjusted EBITDA (non-GAAP)
$ 188,164
$ 132,428
$ 320,592
$ 214,802
$ 163,241
$ 378,043
$ 223,015
$ 151,184
$ 374,199
_________________________________________________
(a)
Included in EBITDA is a $32.9 million gain on insurance, fully offsetting the lost margin in the first quarter of 2019, and reimbursement for a portion of the
direct costs we have incurred to date related to Hurricane Michael.
(b) Charges related to the evaluation of acquisition transactions, severance expenses, and other restructuring related charges, which are recorded primarily in
(c)
selling, general, and administrative expenses.
Incremental costs related to Hurricane Michael, which are recorded in cost of goods sold. As we finalized our claim for reimbursement of incremental costs
incurred, we have identified an additional $14.2 million of costs incurred during the year ended December 31, 2019. Additionally, we incurred direct costs
due to the impacts of Hurricane Dorian of $0.8 million which are recorded in cost of goods sold.
(d) Reimbursement of incremental costs related to Hurricane Michael, which is recorded in gain on insurance proceeds.
(e) Startup costs related to the joint venture company, KFPC, which are recorded in cost of goods sold for 2019, selling, general, and administrative expenses
for 2018, and cost of goods sold for 2017.
(f) We recorded a gain of $4.6 million in other income (expense) related to the sale of emissions credits accumulated by our Swedish Chemical legal entity.
31
We reconcile U.S. GAAP Diluted Earnings Per Share to Adjusted Diluted Earnings Per Share as follows:
Years Ended December 31,
2019
2018
2017
$
$
$
Diluted Earnings Per Share
Transaction, acquisition related costs, restructuring, and other costs (a)
Loss on disposal of fixed assets
Loss on extinguishment of debt
Hurricane related costs (b)
Hurricane reimbursements (c)
KFPC startup costs (d)
Tax reform repatriation (e)
Tax reform deferred tax rate change (e)
Sale of emissions credits (f)
Spread between FIFO and ECRC
Adjusted Diluted Earnings Per Share (non-GAAP)
_________________________________________________
(a) Charges related to the evaluation of acquisition transactions, severance expenses, and other restructuring related charges, which are recorded primarily in
1.60
0.27
0.01
0.08
0.55
(0.83)
0.04
—
—
(0.11)
1.33
2.94
2.08
0.13
—
1.91
0.32
—
0.01
(0.28)
—
—
(1.01)
3.16
3.07
0.31
—
0.87
0.13
—
0.26
1.46
(3.06)
—
(0.19)
2.85
$
$
$
(b)
selling, general, and administrative expenses.
Incremental costs related to Hurricane Michael, which are recorded in cost of goods sold. As we finalized our claim for reimbursement of incremental
costs incurred, we have identified an additional $14.2 million of costs incurred during the year ended December 31, 2019, respectively. Additionally, we
incurred direct costs due to the impacts of Hurricane Dorian of $0.8 million which are recorded in cost of goods sold.
(c) Reimbursement of incremental costs related to Hurricane Michael, which is recorded in gain on insurance proceeds.
(d) Startup costs related to the joint venture company, KFPC, which are recorded in cost of goods sold for 2019, selling, general, and administrative expenses
for 2018, and cost of goods sold for 2017.
(e) Tax repatriation and deferred tax rate change relating to the 2017 U.S. Tax Cuts and Jobs Act, see Note 11 Income Taxes to the consolidated financial
statements.
(f) We recorded a gain of $4.6 million in other income (expense) related to the sale of emissions credits accumulated by our Swedish Chemical legal entity.
32
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
INTRODUCTION
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in
conjunction with Item 8. Financial Statements and Supplementary Data. This discussion contains forward-looking statements
and involves numerous risks and uncertainties, including, but not limited to those described in Item 1A. Risk Factors and below
under the caption “Factors Affecting Our Results of Operations.” Actual results may differ materially from those contained in
any forward-looking statements. Our Annual Report on Form 10-K for the year ended December 31, 2018 includes a
discussion and analysis of our financial condition and results of operations for the year ended December 31, 2017 in Item 7 of
Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
OVERVIEW
We are a leading global sustainable specialty chemicals company that manufactures styrenic block copolymers
(“SBCs”), specialty polymers, and high-value performance products primarily derived from pine wood pulping co-products.
Our operations are managed through two operating segments: (i) Polymer segment and (ii) Chemical segment.
Polymer Segment
SBCs are highly-engineered synthetic elastomers, which we invented and commercialized over 50 years ago. We
developed the first unhydrogenated styrenic block copolymers (“USBC”) in 1964 and the first hydrogenated styrenic block
copolymers (“HSBC”) in the late 1960s. Our SBCs enhance the performance of numerous products by imparting greater
flexibility, resilience, strength, durability, and processability, and are used in a wide range of applications, including adhesives,
coatings, consumer and personal care products, sealants, lubricants, medical, packaging, automotive, paving, roofing, and
footwear products. We also sell isoprene rubber (“IR”) and isoprene rubber latex (“IRL”), which are non-SBC products
primarily used in applications such as medical products, personal care, adhesives, tackifiers, paints, and coatings.
Our polymers are typically formulated or compounded with other products to achieve improved, customer-specific
performance characteristics in a variety of applications. We seek to maximize the value of our product portfolio by emphasizing
complex or specialized polymers and innovations that yield higher margins than more commoditized products. We sometimes
refer to these complex or specialized polymers or innovations as being more “differentiated.”
Our products are found in many everyday applications, including personal care products, such as disposable diapers,
and in the rubberized grips of toothbrushes, razor blades, and power tools. Our products are also used to impart tack and shear
properties in a wide variety of adhesive products and to impart characteristics such as flexibility and durability in sealants and
corrosion resistance in coatings. Our paving and roofing applications provide durability, extending road and roof life.
We also produce CariflexTM isoprene rubber and isoprene rubber latex. Our Cariflex products are based on synthetic
polyisoprene polymer and do not contain natural rubber latex or other natural rubber products making them an ideal substitute
for natural rubber latex, particularly in applications with high purity requirements such as medical, healthcare, personal care,
and food contact. We believe the versatility of Cariflex provides opportunities for new, differentiated applications.
Chemical Segment
Effective January 1, 2018, results for our Roads and Construction product line have been consolidated into our
Adhesives and Performance Chemicals product lines to better align customer portfolio and end usage. We have adjusted the
presentations for the years ended December 31, 2018 and 2017 to conform to the respective 2018 presentations.
We manufacture and sell high value sustainable products primarily derived from pine wood pulping co-products. We
refine and further upgrade two primary feedstocks, crude tall oil (“CTO”) and crude sulfate turpentine (“CST”), both of which
are co-products of the wood pulping process, into value-added biobased specialty chemicals. We refine CTO through a
distillation process into four primary constituent fractions: tall oil fatty acids (“TOFA”); tall oil rosin (“TOR”); distilled tall oil
(“DTO”); and tall oil pitch. We further upgrade TOFA and TOR into derivatives such as dimer acids, polyamide resins, rosin
resins, dispersions, and disproportionated resins. We refine CST into terpene fractions, which can be further upgraded into
specialty terpene resins. The various fractions and derivatives resulting from our CTO and CST refining process provide for
distinct functionalities and properties, determining their respective applications and end markets.
We focus our resources on three product groups: Adhesives, Performance Chemicals, and Tires. Within our product
groups, our products are sold into a diverse range of submarkets, including packaging, tapes and labels, pavement marking,
high performance tires, fuel additives, oilfield and mining, coatings, metalworking fluids and lubricants, inks, and flavor and
fragrances, among others.
While this business is based predominantly on the refining and upgrading of CTO and CST, we have the capacity to
use both hydrocarbon-based raw materials, such as alpha-methyl-styrene, rosins, and gum rosins where appropriate and,
accordingly, are able to offer tailored solutions for our customers.
33
Recent Developments and Known Trends
Our business is subject to a number of known risks and uncertainties, some of which are a result of recent
developments.
Coronavirus. The recent emergence of the coronavirus in China, and other affected countries, has resulted in certain
emergency measures to combat the spread of the virus, including extension of the Lunar New Year holidays, implementation of
travel restrictions and extended shutdown of certain businesses in regions in which we operate and could also substantially
interfere with general commercial activity related to our supply chain and customer base. While the full impact of the outbreak
is unknown at this time, we have restricted employee travel to China, and other countries as appropriate, as a safety precaution.
In addition, through the first two months of 2020 the coronavirus has resulted in further disruption of business activity and
demand in China and broader Asia. At this time, it is not possible to determine the full-year 2020 impact of the coronavirus.
Market Conditions. Market fundamentals and demand for our Specialty Polymer automotive and compounding
applications saw continued deterioration within China and broader Asia, and more recently in Europe during the third quarter of
2019. In addition, results for Performance Polymers were affected by soft paving and roofing demand, due to the slow start of
the 2019 paving and roofing season. This resulted in elevated customer inventories and ample supply availability from market
participants, which contributed to intensified competitive market conditions.
The Chemical segment continues to see pressure on pricing in rosin end markets such as adhesives and road markings
driven by weakness in gum rosin pricing and excess hydrocarbon supply. Rosin prices remain under pressure and are not
expected to recover through 2020. The Crude Sulfate Turpentine refining product prices remain at a consistent level relative to
the second half of 2019, and are not expected to improve through 2020.
Strategic alternatives for Cariflex business. In February 2019, the Company's board of directors initiated a process to
review strategic alternatives for our Cariflex business. On October 30, 2019, we announced that we have agreed to a purchase
and sale agreement with Daelim Industrial Co., Ltd. for our Cariflex business unit for a gross purchase price of $530 million.
The transaction is expected to close in the first quarter of 2020, subject to customary regulatory approvals and other closing
conditions as set forth in the purchase and sale agreement.
Tariffs. Effective September 24, 2018, the Office of the U.S. Trade Representative enacted a 10.0% tariff on certain
goods imported from China under Section 301 of the Trade Expansion Act of 1974, which increased up to 25.0% in 2019 on
raw material imports of ours. In addition, China enacted tariffs on certain goods imported into China from the United States of
up to 25.0% during 2018, which increased up to 30.0% in 2019, impacting our sales into China. We have implemented certain
mitigation efforts to minimize the effects of any pricing and supply conditions. These tariffs have impacted the Chinese
economy and thus demand for certain products of ours in China; however, the direct financial impact of tariff costs to Kraton is
not material.
RESULTS OF OPERATIONS
Factors Affecting Our Results of Operations
Raw Materials. We use butadiene, styrene, and isoprene in our Polymer segment and CTO and CST in our Chemical
segment as our primary raw materials. The cost of these raw materials has generally correlated with changes in energy prices
and is generally influenced by supply and demand factors, and for our isoprene monomers, the prices for natural and synthetic
rubber. Average purchase prices of our raw materials decreased during 2019 compared to 2018 for the Polymer segment and
increased during 2019 compared to 2018 for the Chemical.
We use the FIFO basis of accounting for inventory and cost of goods sold, and therefore gross profit. In periods of raw
material price volatility, reported results under FIFO will differ from what the results would have been if cost of goods sold
were based on ECRC. Specifically, in periods of rising raw material costs, reported gross profit will be higher under FIFO than
under ECRC. Conversely, in periods of declining raw material costs, reported gross profit will be lower under FIFO than under
ECRC. In recognition of the fact that the cost of raw materials affects our results of operations and the comparability of our
results of operations, we provide the difference, or spread, between FIFO and ECRC to arrive at our Adjusted EBITDA.
International Operations and Currency Fluctuations. We operate a geographically diverse business, serving customers
in numerous countries from fourteen manufacturing facilities on four continents. Our sales and production costs are mainly
denominated in U.S. dollars, Euro, Japanese Yen, Swedish Krona, Brazilian Real, and NTD. From time to time, we use hedging
strategies to reduce our exposure to currency fluctuations.
34
We generated our revenue from customers located in the following regions:
Revenue by Geography
Americas
Europe, Middle East, and Africa
Asia Pacific
Years Ended December 31,
2019
2018
2017
41.8%
33.9%
24.3%
42.1%
35.3%
22.6%
41.3%
35.7%
23.0%
Seasonality. Seasonal changes and weather conditions typically affect our sales of products in our paving, pavement
markings, roofing, and construction applications, which generally results in higher sales volumes in the second and third
quarters of the calendar year compared to the first and fourth quarters of the calendar year. Sales for our other product
applications tend to show relatively little seasonality.
35
KRATON CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Revenue
Cost of goods sold
Gross profit
Operating expenses:
Research and development
Selling, general, and administrative
Depreciation and amortization
Gain on insurance proceeds
Loss on disposal of fixed assets
Operating income
Other income (expense)
Loss on extinguishment of debt
Earnings of unconsolidated joint venture
Interest expense, net
Income before income taxes
Income tax benefit (expense)
Consolidated net income
Net (income) loss attributable to noncontrolling interest
Net income attributable to Kraton
Earnings per common share:
Basic
Diluted
Weighted average common shares outstanding:
Basic
Diluted
Consolidated Results
Years Ended December 31,
2019
2018
2017
$ 1,804,436
$ 2,011,675
$ 1,960,362
1,390,007
1,431,069
1,415,659
414,429
580,606
544,703
41,073
149,800
136,171
(32,850)
773
119,462
3,339
(3,521)
506
(75,782)
44,004
11,813
55,817
(4,512)
51,305
1.61
1.60
$
$
$
41,296
153,897
141,410
(8,900)
2,169
250,734
(3,472)
(79,866)
471
(93,772)
74,095
(3,574)
70,521
(3,506)
67,015
2.10
2.08
$
$
$
40,283
161,260
137,162
—
514
205,484
(3,360)
(35,389)
486
(132,459)
34,762
57,884
92,646
4,903
97,549
3.12
3.07
31,581
31,881
31,416
31,789
30,654
31,140
$
$
$
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
Revenue was $1,804.4 million for the year ended December 31, 2019 compared to $2,011.7 million for the year ended
December 31, 2018, a decrease of $207.2 million, or 10.3%. Revenue for the Polymer segment decreased $168.6 million and
revenue for the Chemical segment decreased $38.6 million. For additional information regarding the changes in revenue, see
our segment disclosures below.
Cost of goods sold was $1,390.0 million for the year ended December 31, 2019 compared to $1,431.1 million for the
year ended December 31, 2018, a decrease of $41.1 million, or 2.9%. Cost of goods sold decreased $52.1 million for the
Polymer segment and increased $11.0 million for the Chemical segment. For additional information regarding the changes in
cost of goods sold, see our segment disclosures below.
Selling, general, and administrative expenses were $149.8 million for the year ended December 31, 2019 compared to
$153.9 million for the year ended December 31, 2018. The $4.1 million decrease is primarily attributable to lower employee
related costs, partially offset by higher transaction, acquisition, and restructuring costs.
Depreciation and amortization was $136.2 million for the year ended December 31, 2019 compared to $141.4 million
for the year ended December 31, 2018. The decrease of $5.2 million was primarily attributable to certain assets being fully
depreciated as of December 31, 2018, partially offset by accelerated depreciation on certain Chemical segment assets.
36
Other income was $3.3 million for the year ended December 31, 2019 compared to other expense of $3.5 million for
the year ended December 31, 2018. The increase of $6.8 million is driven by a gain of $4.6 million related to the sale of
emissions credits accumulated by our Swedish Chemical legal entity, along with lower net periodic pension expense of $2.4
million.
We recorded a $3.5 million loss on extinguishment of debt during the year ended December 31, 2019, as a result of
partial repayments of our Term Loan Facility. This includes the write off of previously capitalized deferred financing costs and
original issue discount, partially offset by a gain resulting from our repurchase of 7.0% Senior Notes.
We recorded a $79.9 million loss on extinguishment of debt during the year ended December 31, 2018. This includes the
write off of previously capitalized deferred financing costs and original issue discount, the tender offer and subsequent
redemption of our 10.5% Senior Notes due 2023 (the “10.5% Senior Notes”), partially offset by a gain on the settlement of the
ineffective portion of interest rate swaps.
Interest expense, net, was $75.8 million for the year ended December 31, 2019 compared to $93.8 million for the year
ended December 31, 2018, a decrease of $18.0 million. The decrease is due to refinancing activities and lower overall
indebtedness.
Our income tax provision was a $11.8 million benefit and a $3.6 million expense for the years ended December 31,
2019 and 2018, respectively. Our effective tax rates for the years ended December 31, 2019 and 2018 were a 26.8% benefit and
a 4.8% expense, respectively. Our effective tax rates differed from the U.S. corporate statutory tax rates, primarily due to the
reversal of certain uncertain tax positions, the mix of our pre-tax income or loss generated in various foreign jurisdictions, and
the tax impact of certain permanent items.
As of December 31, 2019 and December 31, 2018, a valuation allowance of $38.4 million and $42.5 million,
respectively, has been provided for net operating loss carryforwards and other deferred tax assets. We decreased our valuation
allowance by $4.0 million during the year ended December 31, 2019, which includes a $3.9 million decrease primarily related
to deferred tax rate changes and the utilization of net operating loss carryforwards in France and the United Kingdom, a $0.7
million decrease related to utilization of net operating loss carryforwards in the U.S., and a $0.6 million increase related to
changes in other comprehensive income (loss). We decreased our valuation allowance by $8.8 million during the year ended
December 31, 2018, which includes a $4.3 million decrease primarily related to deferred tax rate changes and the utilization of
net operating loss carryforwards in France and the United Kingdom, a $2.2 million decrease related to utilization of foreign tax
credits and net operating loss carryforwards in the U.S., and a $2.3 million decrease related to changes in other comprehensive
income (loss). We consider the reversal of deferred tax liabilities within the net operating loss carryforward period, projected
future taxable income and tax planning strategies in making this assessment.
The Tax Act was enacted on December 22, 2017 and introduced significant changes to U.S. income tax law. Due to the
timing of the enactment and the complexity involved in applying the provisions of the Tax Act, provisional amounts for the
income tax effects of the Tax Act were recorded as of December 31, 2017. We recorded a provisional amount for our one-time
transitional tax liability and income tax expense of $15.7 million. We completed our analysis based on legislative updates
relating to the Tax Act, including an assessment of our foreign tax credits, which resulted in an incremental tax benefit of $10.7
million as of December 31, 2018. Additionally, the impact of the Tax Act to our deferred taxes was a benefit of $95.0 million,
of which $68.9 million relates to the reduction of the U.S. statutory tax rate from 35.0% to 21.0% for years after 2017 and the
remaining relates to changes in our investments in foreign subsidiaries.
Net income attributable to Kraton was $51.3 million, or $1.60 per diluted share, for the year ended December 31,
2019, a decrease of $15.7 million compared to a net income of $67.0 million, or $2.08 per diluted share, for the year ended
December 31, 2018. Adjusted diluted earnings per share (non-GAAP) was $2.94 for the year ended December 31, 2019
compared to $3.16 for the year ended December 31, 2018. See Item 6. Selected Financial Data for a reconciliation of U.S.
GAAP diluted earnings (loss) per share to adjusted diluted earnings per share.
37
Segment Results
•
•
Polymer Segment. Our Polymer segment is comprised of our SBCs and other engineered polymers business.
Chemical Segment. Our Chemical segment is comprised of our pine-based specialty products business.
Polymer Segment
Revenue
Performance Products
Specialty Polymers
Cariflex
Other
2019
Years Ended December 31,
2018
($ In thousands)
2017
$ 531,437
334,726
186,266
539
$1,052,968
50.5% $ 631,728
408,628
31.8%
180,814
17.7%
416
—%
$1,221,586
51.7% $ 640,313
389,873
33.5%
168,267
14.8%
1,223
—%
$1,199,676
53.4%
32.5%
14.0%
0.1%
Operating income
Adjusted EBITDA (non-GAAP)(1)
Adjusted EBITDA margin (non-GAAP)(2)
____________________________________________________
(1) See Item 6. Selected Financial Data for a reconciliation of U.S. GAAP operating income to non-GAAP Adjusted EBITDA.
(2) Defined as Adjusted EBITDA as a percentage of revenue.
$ 121,089
$ 223,015
$ 188,164
$ 214,802
17.6%
17.9%
$ 159,162
57,343
$
18.6%
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
Revenue for the Polymer segment was $1,053.0 million for the year ended December 31, 2019 compared to $1,221.6
million for the year ended December 31, 2018. The decrease was driven by lower average sales prices resulting from lower raw
material costs and lower sales volumes. Sales volumes were 296.0 kilotons for the year ended December 31, 2019, a decrease
of 23.6 kilotons, or 7.4%. Specialty Polymers volumes decreased 11.1%, Performance Products volumes decreased 7.0%, and
Cariflex volumes increased 1.8%. The decrease in Specialty Polymers revenue is a result of a previously announced inventory
management program by a significant lubricant additives customer and lower demand in Asia and Europe, partially offset by
higher innovation-led volume in North America. The decrease in Performance Products revenues was driven primarily by lower
sales into paving and roofing applications due to the impacts of weather. The increase in Cariflex revenue was primarily the
result of higher latex sales into surgical glove applications. The negative effect from changes in currency exchange rates
between the periods was $25.7 million.
Cost of goods sold was $820.4 million for the year ended December 31, 2019 compared to $872.5 million for the year
ended December 31, 2018, a decrease of $52.1 million, or 6.0%. The decrease in cost of goods sold reflects lower sales
volumes and lower raw material costs. These decreases are partially offset by the cost of consumed raw materials, which has
higher average costs on a FIFO measurement basis of accounting. Additionally, changes in currency exchange rates between
the periods resulted in a positive impact of $19.2 million.
For the year ended December 31, 2019, the Polymer segment operating income was $57.3 million compared to $159.2
million for the year ended December 31, 2018. This decrease is largely attributable to higher raw material costs on a FIFO basis
and decreases in sales volumes.
For the year ended December 31, 2019, the Polymer segment generated Adjusted EBITDA (non-GAAP) of $188.2
million compared to $214.8 million for the year ended December 31, 2018. The decrease in Adjusted EBITDA was due to a
previously announced inventory management program by a significant lubricant additives customer, the deterioration of market
conditions in China, broader Asia, and Europe, which adversely affected sales of Specialty Polymers. Our Performance
Polymers business sales into paving and roofing applications were negatively affected by weather conditions, along with
competitive pricing pressures from Asia. This was partially offset by higher sales volumes in the Cariflex product group and
lower selling, general, and administrative expenses. The negative effect from changes in currency exchange rates between the
periods was $3.8 million. See Item 6. Selected Financial Data for a reconciliation of U.S. GAAP operating income to Adjusted
EBITDA (non-GAAP).
38
Chemical Segment
Revenue
Adhesives
Performance Chemicals
Tires
2019
Years Ended December 31,
2018
($ In thousands)
2017
$ 262,941
35.0% $ 280,867
35.5% $ 294,467
438,146
50,381
$ 751,468
58.3% 461,100
58.4% 416,264
6.7%
48,122
6.1%
49,955
$ 790,089
$ 760,686
38.7%
54.7%
6.6%
$ 62,119
Operating income
Adjusted EBITDA (non-GAAP) (1)
Adjusted EBITDA margin (non-GAAP) (2)(3)
____________________________________________________
(1) See Item 6. Selected Financial Data for a reconciliation of U.S. GAAP operating income to non-GAAP Adjusted EBITDA.
(2) Defined as Adjusted EBITDA as a percentage of revenue.
(3) For the years ended December 31, 2019 and 2018, Adjusted EBITDA margin adjusted for lost revenues from Hurricane Michael would
$ 132,428
$ 163,241
$ 91,572
$ 84,395
$ 151,184
19.9%
20.7%
17.6%
be 17.4% and 20.2%, respectively.
Effective January 1, 2018, results for our Roads and Construction product line have been consolidated into our
Adhesives and Performance Chemicals product lines to better align customer portfolio and end usage. We have adjusted the
presentations for the year ended December 31, 2017 to conform to the respective 2019 and 2018 presentations.
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
Revenue for the Chemical segment was $751.5 million for the year ended December 31, 2019 compared to $790.1
million for the year ended December 31, 2018. The decrease was primarily attributable to lower sales volumes and a decline in
rosin pricing. Sales volumes were 398.6 kilotons for the year ended December 31, 2019, a decrease of 29.9 kilotons, or 7.0%,
primarily impacting Performance Chemicals as a result of constrained availability of raw materials, continued weakness in the
rosin demand, and lower non-recurring raw materials sales when compared to the year ended December 31, 2018. Performance
Chemicals volumes decreased 10.9%, Tires and Adhesives volumes increased by 6.5% and 0.5%, respectively. The negative
effect from changes in currency exchange rates between the periods was $21.3 million.
Cost of goods sold was $569.6 million for the year ended December 31, 2019 compared to $558.6 million for the year
ended December 31, 2018, an increase of $11.0 million, or 2.0%. The increase was driven by higher raw material prices and
other variable energy prices, partially offset by lower sales volumes. Additionally, the changes in currency exchange rates
between the periods resulted in a positive impact of $20.4 million.
As of December 31, 2019, we finalized our insurance claims with our carrier related to Hurricane Michael. During the
year ended December 31, 2019, we incurred an incremental $14.2 million of direct costs as we finalized the production ramp
up back to operating capacity. Our insurance carrier provided an additional $32.9 million, of which $1.1 million was received
in 2018 and deferred into 2019 when realized, of reimbursements under our insurance policies, which we recorded as a gain on
insurance proceeds in the Consolidated Statement of Operations. This brings our total insurance proceeds to $41.8 million,
which offsets the lost margin and reimburses us for the direct costs and capital expenditures known to date.
For the year ended December 31, 2019, the Chemical segment operating income was $62.1 million compared to $91.6
million for the year ended December 31, 2018.
For the year ended December 31, 2019, the Chemical segment generated $132.4 million of Adjusted EBITDA (non-
GAAP) compared to $163.2 million for the year ended December 31, 2018. The decrease in Adjusted EBITDA was primarily
driven by lower sales volumes, higher raw material costs, and the decline in rosin pricing, partially offset by improved
derivatives and specialty upgrade pricing. The positive effect from changes in currency exchange rates between the periods was
$0.1 million. See Item 6. Selected Financial Data for a reconciliation of U.S. GAAP operating income to non-GAAP Adjusted
EBITDA.
39
Critical Accounting Policies
The preparation of these financial statements in conformity with U.S. GAAP requires management to make
assumptions and estimates that directly affect the amounts reported in the consolidated financial statements. Certain critical
accounting policies requiring significant judgments, estimates, and assumptions are described in this section. We consider an
accounting estimate to be critical if it requires assumptions to be made that are uncertain at the time the estimate is made and
changes to the estimate or different estimates that could have reasonably been used would materially change our consolidated
financial statements.
We believe the current assumptions and other considerations used to estimate amounts reflected in our consolidated
financial statements are appropriate. However, should our actual experience differ from these assumptions and other
considerations used in estimating these amounts, the impact of these differences could have a material impact on our
consolidated financial statements.
Inventories. Inventory values include all costs directly associated with manufacturing products and are stated at the
lower of cost or net realizable value, primarily determined on a first-in, first-out basis. We evaluate the carrying cost of our
inventory on a quarterly basis for this purpose. If the cost of the inventories exceeds their net realizable value, provisions are
made for the difference between the cost and the net realizable value.
Impairment of Long-Lived Assets. In accordance with the Impairment or Disposal of Long-Lived Assets Subsections
of Financial Accounting Standards Board (“FASB”) ASC Subtopic 360-10, Property, Plant, and Equipment—Overall, long-
lived assets, such as property, plant, and equipment, and purchased intangible assets subject to amortization are reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
If circumstances require a long-lived asset or asset group be tested for possible impairment, we first compare undiscounted cash
flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or
asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying
value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow
models, quoted market values, and third-party independent appraisals, as considered necessary.
Goodwill. We record goodwill when the purchase price of an acquired business exceeds the fair value of the net
identifiable assets acquired. Goodwill is allocated to the reporting unit level based on the estimated fair value at the date of
acquisition. Goodwill was recorded as a result of the Arizona Chemical Acquisition and is recorded in the Chemical operating
segment.
Goodwill is tested for impairment at the reporting unit level annually or more frequently as deemed necessary. Our
annual measurement date for testing impairment is October 1st. The assessment is performed in three steps. We assess
qualitative factors, or step zero, to determine whether it is more likely than not that the fair value of a reporting unit is less than
its carrying amount. If it is more likely than not that an impairment indicator exists utilizing the qualitative method, we then
utilize step one to test for impairment via estimating the fair value of our reporting units utilizing a combination of market and
income approaches. This step one provides a fair value to determine whether it is more likely than not that the fair value of the
reporting unit is less than its carrying value, including goodwill. The estimated fair value of our reporting units are subject to a
number of estimates, including discount rates, revenue growth rates, cash flow assumptions, and market information. If
potential impairments are identified, we perform step two to measure the impairment loss through a full fair value allocation of
the assets and liabilities of the reporting unit utilizing the acquisition method of accounting.
As of October 1, 2019, the Company elected to bypass the qualitative assessment and performed a fair value
assessment of the reporting unit utilizing a combination of the income and market approach. The company’s assessment
concluded that the fair value of the reporting unit exceeded the book value of the reporting unit, including goodwill, and thus
there was no impairment recognized.
Share-Based Compensation. Share-based compensation cost is measured at the grant date based on the fair value of
the award. We recognize these costs using the straight-line method over the requisite service period. Upon adoption of ASU
2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 817), we now recognize actual forfeitures by
reducing the employee share-based compensation expense in the same period as the forfeitures occur.
We estimate the fair value of performance-based restricted share units using a combination of Monte Carlo simulations
and internal metrics. The expected term represents the period of time that performance share units granted are expected to be
outstanding. Our expected volatilities are based on historical volatilities for Kraton and the members of the peer group. The risk
free interest rate for the periods within the contractual life of the performance-based restricted share units is equal to the yield,
as of the valuation date, of the zero coupon U.S. Treasury STRIPS that have a remaining term equal to the length of the
remaining performance period. The expected dividend yield is assumed to be zero, which is the equivalent of reinvesting
dividends in the underlying company's stock. Forfeitures are recognized when they occur. See Note 5 Share-Based
Compensation to the consolidated financial statements.
40
Income Taxes. We conduct operations in separate legal entities in different jurisdictions. As a result, income tax
amounts are reflected in our consolidated financial statements for each of those jurisdictions.
Income taxes are recorded utilizing an asset and liability approach. This method gives consideration to the future tax
consequences associated with the differences between the financial accounting and tax basis of the assets and liabilities as well
as the ultimate realization of any deferred tax asset resulting from such differences. Valuation allowances are recorded to reduce
deferred tax assets when it is more likely than not that a tax benefit will not be realized. In determining whether a valuation
allowance is required, the company evaluates primarily the impact of cumulative losses in past years and current and/or recent
losses. A recent trend in earnings despite cumulative losses is a prerequisite to considering not recording a valuation allowance.
In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or
all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary differences become deductible. We consider
the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this
assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in
which the deferred tax assets are deductible, we believe it is more likely than not that we will realize the benefits of these
deductible differences, net of the existing valuation allowances.
The Tax Act was enacted on December 22, 2017 and introduced significant changes to U.S. income tax law. Effective
in 2018, the Tax Act reduces the U.S. statutory tax rate from 35.0% to 21.0% and creates new taxes on certain foreign-sourced
earnings and certain related-party payments, which are referred to as the global intangible low-taxed income tax and the base
erosion tax, respectively. In addition, in 2017 we were subject to a one-time transition tax on accumulated foreign subsidiary
earnings not previously subject to U.S. income tax. Accounting for the income tax effects of the Tax Act requires significant
judgments and estimates in the interpretation and calculations of the provisions of the Tax Act.
Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, we made
reasonable estimates of the effects and recorded provisional amounts in our financial statements for the year ended December
31, 2017. As we collected and prepared necessary data, and interpreted the additional guidance issued by the U.S. Treasury
Department, the IRS, and other standard-setting bodies, we made adjustments, over the course of the year, to the provisional
amounts. The accounting for the tax effects of the Tax Act has been completed as of December 31, 2018.
Benefit Plans Valuations. We sponsor defined benefit pension plans in both the U.S. and non-U.S. entities (“Pension
Plans”), as well as a post-retirement benefit plan in the U.S. (“Retiree Medical Plan”). We annually evaluate significant
assumptions related to the benefits and obligations of these plans. Our estimation of the projected benefit obligations and
related benefit expense requires that certain assumptions be made regarding such variables such as expected return on plan
assets, discount rates, rates of future compensation increases, estimated future employee turnover rates and retirement dates,
distribution election rates, mortality rates, retiree utilization rates for health care services, and health care cost trend rates. The
determination of the appropriate assumptions requires considerable judgment concerning future events and has a significant
impact on the amount of the obligations and expense recorded. We rely in part on actuarial studies when determining the
appropriateness of certain of the assumptions used in determining the benefit obligations and the annual expenses for these
plans.
The discount rates are determined annually and are based on rates of return of high-quality long-term fixed income
securities currently available with maturities consistent with the projected benefit payout period. The expected long-term rate of
return on assets is derived from a review of anticipated future long-term performance of individual asset classes and
consideration of an appropriate asset allocation strategy, given the anticipated requirements of the Pension Plans, to determine
the average rate of earnings expected on the funds invested to provide for the pension plan benefits. We also consider recent
fund performance and historical returns in establishing the expected rate of return. We estimated a range of returns on the plan
assets using a historical stochastic simulation model that determines the compound average annual return (assuming these asset
classes—stocks, bonds and cash) over a 20-year historical period (the approximate duration of our liabilities under the Pension
Plans). The distribution of results from these simulations is then used to determine a median expected asset return.
Movements in the capital markets impact the market value of the investment assets used to fund our Pension Plans.
Future changes in plan asset returns, assumed discount rates, and various other factors related to our pension and post-
retirement plans will impact future pension expenses and liabilities.
The information below summarizes the results of sensitivities to significant estimates in our Pension Plans and Retiree
Medical Plan, which would result in additional expense for fiscal year 2020. For additional information about our benefit plans,
see Note 13 Employee Benefits to the consolidated financial statements.
41
U.S. Pension Plans
Discount rate
1% Decrease
Expected return on assets
1% Decrease
Non-U.S. Pension Plans
Discount rate
1% Decrease
Expected return on assets
1% Decrease
Expected salary rate
1% Increase
Retiree Medical Plan
Discount rate
1% Decrease
Health care trend
1% Increase
Change from Baseline
(In thousands)
$
$
$
$
$
$
$
230
1,340
851
527
292
200
10
Revenue Recognition. Revenue is recognized in accordance with the provisions of ASC 606, Revenue from Contracts
with Customers, when obligations under the terms of a contract with our customer are satisfied. Generally, this occurs at a point
in time when the transfer of risk and title to the product transfers to the customer. Our products are generally sold free on board
shipping point or, with respect to countries other than the U.S., an equivalent basis. Our standard terms of delivery are included
in our contracts of sale, order confirmation documents, and invoices. As such, all revenue is considered revenue recognized
from contracts with customers and we do not have other sources of revenue. Revenue is measured as the amount of
consideration we expect to receive in exchange for transferring goods or providing services. Revenue is recognized net of sales
tax, value-added taxes, and other taxes. Shipping and other transportation costs charged to customers are recorded in both
revenue and cost of goods sold. We do not have any material significant payment terms as payment is received at or shortly
after the point of sale. Certain customers may receive cash-based incentives (including rebates and price supports), which are
accounted for as variable consideration. We estimate rebates and price supports based on the expected amount to be provided to
customers and reduce revenues recognized once the performance obligation has been met. Sales commissions are expensed in
cost of goods sold once the performance obligation with the associated sale has been met. We do not have significant changes
in our estimates for variable considerations.
42
LIQUIDITY AND CAPITAL RESOURCES
Kraton Corporation is a holding company without any operations or assets other than the operations of its subsidiaries.
Cash flows from operations of our subsidiaries, cash on hand, and available borrowings under the Term Loan Facility and ABL
Facility are our principal sources of liquidity.
As of December 31, 2019, our outstanding borrowings included (i) $290.0 million and €247.0 million , or approximately
$277.1 million, under the USD Tranche and Euro Tranche, respectively, of the Term Loan Facility and (ii) $394.8 million and
€290.0 million, or approximately $325.4 million, under the 7.0% Senior Notes and 5.25% Senior Notes, respectively. As of
December 31, 2019, we had no outstanding borrowings under our ABL Facility.
In addition, as of December 31, 2019, KFPC had NTD 2.5 billion, or approximately $82.4 million, and NTD 600.0
million, or approximately $20.0 million, of borrowings under the KFPC Loan Agreement and KFPC Revolving Facilities,
respectively. The KFPC Loan Agreement originally matured on January 17, 2020. During the third quarter 2019, in accordance
with the terms of the KFPC Loan Agreement, KFPC elected and the lender syndicate approved an extension for an additional
two years to January 17, 2022.
On December 6, 2018, we commenced a repurchase program for up to $20.0 million of our 7.0% Senior Notes.
Purchases under the program may take place from time to time in the open market and through privately negotiated
transactions, including pursuant to a 10b5-1 Plan. The repurchase program ended March 4, 2019. As of December 31, 2019, we
have repurchased $5.3 million of our 7.0% Senior Notes.
Based upon current and anticipated levels of operations, we believe that cash flows from operations of our
subsidiaries, cash on hand, and borrowings available to us will be sufficient to fund our expected financial obligations, planned
capital expenditures, and anticipated liquidity requirements, including working capital requirements, our investment in the
KFPC joint venture, debt payments, interest payments, benefit plan contributions, and income tax obligations.
Our cash flows are subject to a number of risks and uncertainties, including, but not limited to, earnings, sensitivities
to the cost of raw materials, seasonality and fluctuations in foreign currency exchange rates. Because feedstock costs generally
represent a substantial portion of our cost of goods sold, in periods of rising feedstock costs, we generally consume cash in
operating activities due to increases in accounts receivable and inventory costs, partially offset by increased value of accounts
payable. Conversely, during periods in which feedstock costs are declining, we generate cash flow from decreases in working
capital.
Going forward there can be no assurance that our business will generate sufficient cash flow from operations or that
future borrowings will be available under the Term Loan Facility and the ABL Facility or any new credit facilities or financing
arrangements to fund liquidity needs and enable us to service our indebtedness. As of the date of this filing, we had $60.0
million of outstanding borrowings under the ABL Facility with a remaining available borrowing capacity of $124.1 million.
Subject to compliance with certain covenants and other conditions, we have the option to borrow up to $350.0 million of
incremental term loans plus an additional amount subject to a senior secured net leverage ratio. Our available cash and cash
equivalents are held in accounts managed by third-party financial institutions and consist of cash invested in interest bearing
funds and operating accounts. To date, we have not experienced any losses or lack of access to our invested cash or cash
equivalents; however, we cannot provide any assurance that adverse conditions in the financial markets will not impact access
to our invested cash and cash equivalents.
We made contributions of $13.7 million to our Pension Plans and Retiree Medical Plan for the year ended
December 31, 2019 and $14.9 million for the year ended December 31, 2018. We expect our total Pension Plans and Retiree
Medical Plan contributions for the year ended December 31, 2020 to be approximately $14.9 million. Our Pension Plans and
Retiree Medical Plan obligations are predicated on a number of factors, the primary ones being the return on our Pension Plans'
assets and the discount rates used in deriving our Pension Plans and Retiree Medical Plan obligations. If the investment returns
on our Pension Plans' assets do not meet or exceed expectations during 2020, and the discount rates decrease on our Pension
Plans and Retiree Medical Plan from the prior year, higher levels of contributions could be required in 2021 and beyond.
As of December 31, 2019, we had $38.0 million of cash and short-term investments related to foreign operations that
management asserts are permanently reinvested.
In December 2017, the Tax Act was enacted and resulted in a one-time transition tax on accumulated foreign
subsidiary earnings. After 2017, our foreign earnings held by foreign subsidiaries are no longer subject to U.S. tax upon
repatriation to the U.S. As of December 31, 2019, the remaining long-term tax payable related to the Tax Act of $11.9 million is
presented within income tax payable, non-current on our Consolidated Balance Sheets. As permitted by the Tax Act, we will
pay the transition tax in annual interest-free installments through 2025.
43
Turbulence in U.S. and international markets and economies may adversely affect our liquidity and financial
condition, the liquidity and financial condition of our customers, and our ability to timely replace maturing liabilities and
access the capital markets to meet liquidity needs, resulting in adverse effects on our financial condition and results of
operations. However, to date we have been able to access borrowings available to us in amounts sufficient to fund liquidity
needs.
Our ability to pay principal and interest on our indebtedness, fund working capital, to make anticipated capital
expenditures, and to fund our investment in the KFPC joint venture depends on our future performance, which is subject to
general economic conditions and other factors, some of which are beyond our control. See Part I, Item 1A. Risk Factors for
further discussion.
Operating Cash Flows
Net cash provided by operating activities totaled $234.9 million for the year ended December 31, 2019 and $246.6
million for the year ended December 31, 2018. This represents a net decrease of $11.6 million, which was primarily driven by
decreases in operating income, partially offset by decreases in working capital. The period-over-period changes in working
capital are as follows:
•
$104.6 million increase in cash flows associated with inventories of products, materials, and supplies due to
lower inventory volumes and lower raw material costs;
•
•
•
•
$13.7 million increase in cash flows for accounts receivable, primarily related to lower selling prices;
partially offset by
$27.1 million decrease in cash flows associated with other long term liabilities due to increased pension
contributions;
$23.7 million decrease in cash flows associated with trade accounts payable due to timing of payments and
lower raw material costs; and
$7.5 million decrease in cash flows due to the timing of payments of other items, including other payables
and accruals, related party transactions, pension costs, and value added taxes.
Net cash provided by operating activities totaled $246.6 million for the year ended December 31, 2018 and $255.4
million for the year ended December 31, 2017. This represents a net decrease of $8.9 million, which was primarily driven by
increases in working capital, partially offset by increases in operating income. The period-over-period changes in working
capital are as follows:
•
$35.8 million decrease in cash flows associated with inventories of products, materials, and supplies, due to
higher inventory volumes and higher raw material costs;
•
•
•
•
$32.2 million decrease in cash flows for other payables and accruals, primarily driven by timing of interest
payments, employee related accruals, and customer rebates;
$27.1 million decrease in cash flows for accounts receivable, primarily related to higher selling prices,
partially offset by lower sales volumes; partially offset by
$12.4 million increase in cash flows due to the timing of payments of other items, including related party
transactions, pension costs, and transaction taxes; and
$12.0 million increase in cash flows associated with trade accounts payable due to timing of payments and
higher raw material costs.
Investing Cash Flows
Net cash used in investing activities totaled $108.7 million, $111.1 million, and $122.6 million for the years ended
December 31, 2019, 2018, and 2017, respectively.
Capital projects in 2019 included the following:
•
$67.0 million related to infrastructure and maintenance, and health, safety, environmental, and security
projects;
•
•
$22.0 million related to projects to optimize the production capabilities of our manufacturing assets; and
$14.0 million of capital expenditures related to information technology and research and development.
44
Capital projects in 2018 included the following:
•
$69.7 million related to infrastructure and maintenance, and health, safety, environmental, and security
projects;
•
•
$15.2 million related to projects to optimize the production capabilities of our manufacturing assets; and
$11.0 million of capital expenditures related to information technology and research and development.
Expected Capital Expenditures
We currently expect 2020 capital expenditures, excluding expenditures by the KFPC joint venture, will be
approximately $94.0 million, which includes approximately $4.0 million of capitalized interest. Also included is approximately
$65.0 million for infrastructure and maintenance, and health, safety, environmental, and security projects. The remaining
anticipated 2020 capital expenditures are primarily associated with projects to optimize the production capabilities of our
manufacturing assets, to support our innovation platform, and to upgrade our information technology systems.
Financing Cash Flows and Liquidity
Our consolidated capital structure as of December 31, 2019 was approximately 34.5% equity, 63.8% debt, and 1.7%
noncontrolling interest, compared to approximately 30.9% equity, 67.7% debt, and 1.4% noncontrolling interest as of
December 31, 2018.
Net cash used in financing activities totaled $176.1 million for the year ended December 31, 2019 compared to $136.7
million and $175.1 million for the years ended December 31, 2018 and 2017, respectively.
During the year ended December 31, 2019, we decreased indebtedness, excluding impacts on foreign currency, by
$166.2 million, while decreasing cash on hand by approximately $50.9 million.
Share Repurchase Program. In February 2019, we announced a repurchase program for up to $50.0 million of the
Company's common stock by March 2021. Repurchases may be made at management's discretion from time to time through
privately-negotiated transactions, in the open market, or through broker-negotiated purchases in compliance with applicable
securities law, including through a 10b5-1 Plan. The repurchase program may be suspended for periods or discontinued at any
time, and the amount and timing of the repurchases are subject to a number of factors, including Kraton's stock price. During
the year ended December 31, 2019, we repurchased 311,152 shares of our common stock at an average price of $32.14 per
share and a total cost of $10.0 million. We are not obligated to acquire any specific number of shares of our common stock.
On December 6, 2018, we commenced a repurchase program for up to $20.0 million of our 7.0% Senior Notes. During
the year ended December 31, 2019 and 2018, we repurchased $4.3 million and $0.9 million, respectively, of our 7.0% Senior
Notes.
In connection with our March and May 2018 refinancing of the Term Loan Facility and the 10.5% Senior Notes, we
recorded a $79.9 million loss on extinguishment of debt during the year ended December 31, 2018, which includes the write off
of previously capitalized deferred financing costs and original issue discount, the tender offer and subsequent redemption of our
10.5% Senior Notes, partially offset by a gain on the settlement of the ineffective portion of interest rate swaps. We deferred
$11.1 million of debt issuance costs.
Other Contingencies
As a chemicals manufacturer, our operations in the U.S. and abroad are subject to a wide range of environmental laws
and regulations at the international, national, state, and local levels. These laws and regulations govern, among other things, air
emissions, wastewater discharges, the use, handling, and disposal of hazardous materials and wastes, occupational health and
safety, including dust and noise control, site remediation programs, and chemical registration, use, and management.
Pursuant to these laws and regulations, our facilities are required to obtain and comply with a wide variety of
environmental permits and authorizations for different aspects of their operations. Generally, many of these environmental laws
and regulations are becoming increasingly stringent, and the cost of compliance with these various requirements can be
expected to increase over time.
In connection with our separation from Shell Chemicals in February 2001, Shell Chemicals agreed to indemnify us for
specific categories of environmental claims brought with respect to matters occurring before the separation. However, the
indemnity from Shell Chemicals is subject to dollar and time limitations. Coverage under the indemnity also varies depending
upon the nature of the environmental claim, the location giving rise to the claim and the manner in which the claim is triggered.
Therefore, if claims arise in the future related to past operations, we cannot give assurances that those claims will be covered by
the Shell Chemicals’ indemnity and also cannot be certain that any amounts recoverable will be sufficient to satisfy claims
against us.
45
In connection with International Paper's divestiture of Arizona Chemical in February 2007, International Paper
provided an indemnity to the buyer for specific known environmental liabilities and other environmental liabilities pertaining to
former properties. At the closing of the Arizona Chemical Acquisition, Kraton was assigned the right to International Paper's
indemnity for such environmental liabilities and assumed certain related obligations. Certain liabilities may fall outside the
scope of the indemnity and therefore we cannot be certain that the indemnity will be sufficient to satisfy all environmental
liabilities of Arizona Chemical.
In addition, we may in the future be subject to claims that arise solely from events or circumstances occurring after
February 2001 for legacy Kraton manufacturing sites or after February 2007 for legacy Arizona Chemical manufacturing sites,
which would not, in any event, be covered by the Shell Chemicals or International Paper indemnities, respectively. While we
recognize that we may in the future be held liable for remediation activities beyond those identified to date, at present we are
not aware of any circumstances that are reasonably expected to give rise to remediation claims that would have a material
adverse effect on our results of operations or cause us to exceed our projected level of anticipated capital expenditures.
Except for the foregoing, we currently estimate that any expenses incurred in maintaining compliance with
environmental laws and regulations will not materially affect our results of operations or cause us to exceed our level of
anticipated capital expenditures. However, we cannot give assurances unknown contingencies may not arise or that regulatory
requirements or permit conditions will not change, and we cannot predict the aggregate costs of additional measures that may
be required to maintain compliance as a result of such changes or expenses.
We had no material operating expenditures for environmental fines, penalties, government imposed remedial, or
corrective actions during the years ended December 31, 2019, 2018, or 2017.
Off-Balance Sheet Arrangements
We are not a party to any material off-balance sheet arrangements as of December 31, 2019.
46
Contractual Obligations
Our principal outstanding contractual obligations relate to the Term Loan Facility, Senior Notes, KFPC Loan
Agreement, interest payments, the operating leases of some of our facilities, the minimum purchase obligations required under
our KFPC joint venture agreement and other agreements, and the feedstock contracts with LyondellBasell and others to provide
us with raw materials. The following table summarizes our contractual cash obligations as of December 31, 2019 for the
periods indicated.
Long-term debt obligations (1)
Estimated interest payments on debt
Operating lease obligations
Purchase obligations (2) (3) (4)
Uncertain tax positions, including
interest and penalties (5)
Estimated pension obligations
Total
2020
2021
2022
2023
2024
2025 and
thereafter
Payments Due by Period
$ 1,390.7
$
358.5
97.8
$
53.1
65.8
23.3
(In millions)
$
33.1
64.5
17.6
16.7
64.4
13.1
2,877.5
455.9
264.4
256.7
11.3
14.9
—
14.9
—
—
—
—
$
0.2
$
0.2
$ 1,287.3
64.3
9.7
251.2
—
—
64.4
6.3
35.1
27.9
196.7
1,452.6
—
—
11.3
—
Total contractual cash obligations
$ 4,750.7
$
613.0
$
379.7
$
350.9
$
325.4
$
267.6
$ 2,814.1
________________________________________________
(1)
(2)
Includes capital lease obligations.
Included in this line are our estimated minimum purchases required under our KFPC joint venture agreement. Due to the indefinite
term of this joint venture, we have based our minimum purchases on an assumed 20 year useful life of the facility.
Pursuant to operating agreements with LyondellBasell, we are currently paying the costs incurred by them in connection with the
operation and maintenance of, and other services related to, our Berre, France, and Wesseling, Germany, facilities. These
obligations are not included in this table.
Our purchases obligations partially relate to supply of inventory for our Cariflex business. Pending the transaction's expected
closure in the first quarter of 2020, subject to customary regulatory approvals and other closing conditions as set forth in the
purchase and sale agreement, our purchase obligations could reduce approximately $40.0 million in the aggregate during the
periods presented.
Due to uncertainties in the timing of the effective settlement of tax positions with the respective taxing authorities, we are unable to
determine the timing of payments related to uncertain tax positions, including interest and penalties. Amounts beyond the current
year are therefore reflected in “2025 and thereafter.”
(3)
(4)
(5)
Impact of Inflation. Our results of operations and financial condition are presented based on historical cost. While it is
difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we do not believe
the overall effects of inflation, if any, on our results of operations and financial condition have been material.
47
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk.
We are exposed to certain market risks, including risks from changes in interest rates, foreign currency exchange rates,
and commodity prices that could impact our financial condition, results of operations, and cash flows. We selectively manage
our exposure to these and other market risks through regular operating and financing activities as well as through the use of
market risk sensitive instruments. We use such financial instruments as risk management tools and not for trading purposes.
The market risk sensitive instruments that we have entered into as of December 31, 2019 consist of a series of non-deliverable
forward contracts.
Interest rate risk. Borrowings under the Term Loan Facility, the ABL Facility, KFPC Loan Agreement, and KFPC
Revolving Credit Facilities, and additional borrowings in the future may, bear interest at variable rates, thereby exposing us to
interest rate risk. At December 31, 2019, approximately $669.5 million of our debt was variable rate debt.
We entered into a series of interest rate swaps for a portion of the forecasted USD Tranche whereby we exchanged
floating for fixed rate interest payments in order to reduce exposure to interest rate volatility. However, the interest rate swaps
we entered may not fully mitigate our interest rate risk. We performed a hypothetical analysis to determine the impact to our
financial position if the LIBOR forward rates increased or decreased by 10%, from the rates as of December 31, 2019 for the
life of the interest rate swap agreement, which would result in a change of $0.5 million in accumulated other comprehensive
income (loss) as of December 31, 2019.
As a result of the interest rate swaps and our variable interest rate floors, a hypothetical 10% change in interest rates
would not materially impact our interest expense. However, we may incur additional interest expense in the future if the
variable interest rates increase higher than our applicable interest rate floors.
Foreign currency exchange risk. We conduct operations in many countries around the world. Our results of operations
are subject to both currency transaction and currency translation risk. We incur currency transaction risk when we enter into
either a purchase or sale transaction using a currency other than the local currency of the transacting entity. We are subject to
currency translation risk because our financial condition and results of operations are measured and recorded in the relevant
domestic currency and then translated into U.S. dollars for inclusion in our historical consolidated financial statements. We
attempt to selectively manage significant exposures to potential foreign currency exchange losses based on current market
conditions, future operating activities, and the associated cost in relation to the perceived risk of loss. The purpose of our
foreign currency risk management activities is to minimize the risk that our cash flows from the sale and/or purchase of
services and products in foreign currencies will be adversely affected by changes in exchange rates.
Periodically, we enter into foreign currency agreements to hedge or otherwise protect against fluctuations in foreign
currency exchange rates. These agreements typically do not qualify for hedge accounting and gains/losses resulting from both
the up-front premiums and/or settlement of the hedges at expiration of the agreements are recognized in the period in which
they are incurred. In 2019 and 2018, we entered into a series of foreign currency forward contracts to reduce our exposure to
exchange rate volatility. These contracts were structured such that the underlying foreign currency exchange gains/losses would
be offset by the mark-to-market impact of the hedging instruments and reduce the impact of foreign currency exchange
movements throughout the year. The notional amounts of open foreign currency forward contracts were $100.2 million at
December 31, 2019 and $90.5 million at December 31, 2018. The notional amounts of our forward contracts do not generally
represent amounts exchanged by the parties, and thus are not a measure of our exposure or of the cash requirements related to
these contracts. As such, cash flows related to these contracts are typically not material. The amounts exchanged are calculated
by reference to the notional amounts and by other terms of the contracts, such as exchange rates.
We use sensitivity analysis models to measure the impact of a hypothetical 10% adverse movement of foreign
currency exchange rates against the U.S. dollar. For our foreign currency transaction risk, a hypothetical 10% adverse change in
the foreign currency exchange rates for all our foreign currency positions would result in a $11.8 million pre-tax loss for our net
monetary assets denominated in currencies other than the respective entity's functional currency at December 31, 2019. For our
foreign currency translation risk, a hypothetical 10% adverse change in the applicable average foreign currency exchange rates
relative to the U.S. dollar in 2020 would negatively impact our pre-tax income by $4.2 million.
There are certain limitations inherent in the sensitivity analyses presented, primarily due to the assumption that interest
rates and exchange rates change instantaneously in an equally adverse fashion. In addition, the analyses are unable to reflect the
complex market reactions that normally would arise from the market shifts modeled. While this is our best estimate of the
impact of the various scenarios, these estimates should not be viewed as forecasts.
Commodity price risk. We are exposed to commodity price risk due to our forward contractual purchase commitments
for raw materials. Our raw materials are primarily supplied by a portfolio of suppliers under long-term supply contracts and
arrangements with various expiration dates. We are subject to future purchase commitments for these raw materials under
minimum purchase contracts. Based on pricing as of December 31, 2019, a hypothetical 10.0% change in the market price for
these raw materials would change our 2020 cost of goods sold by $38.5 million.
48
Item 8.
Financial Statements and Supplementary Data.
The financial statements are set forth herein commencing on page F-5 of this report.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
An evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15 under the
Exchange Act) was carried out under the supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer. As of December 31, 2019, based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective.
Management’s Annual Report on Internal Control over Financial Reporting
See Management’s Annual Report on Internal Control over Financial Reporting on page F-2 of the audited
consolidated financial statements provided under Item 8 of this Form 10-K.
Attestation Report of the Registered Public Accounting Firm
See Report of Independent Registered Public Accounting Firm on page F-3 of the audited consolidated financial
statements provided under Item 8 of this Form 10-K.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the three months ended
December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
Item 9B.
Other Information.
None.
49
PART III
Item 10.
Directors, Executive Officers and Corporate Governance.
Information in response to this item is incorporated by reference to our Proxy Statement relating to our 2020 Annual
Meeting of Stockholders. The Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year
covered by this Form 10-K pursuant to Regulation 14A under the Exchange Act.
Item 11.
Executive Compensation.
Information in response to this item is incorporated by reference to our Proxy Statement relating to our 2020 Annual
Meeting of Stockholders. The Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year
covered by this Form 10-K pursuant to Regulation 14A under the Exchange Act.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information in response to this item is incorporated by reference to our Proxy Statement relating to our 2020 Annual
Meeting of Stockholders. The Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year
covered by this Form 10-K pursuant to Regulation 14A under the Exchange Act.
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
Information in response to this item is incorporated by reference to our Proxy Statement relating to our 2020 Annual
Meeting of Stockholders. The Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year
covered by this Form 10-K pursuant to Regulation 14A under the Exchange Act.
Item 14.
Principal Accountant Fees and Services.
Information in response to this item is incorporated by reference to our Proxy Statement relating to our 2020 Annual
Meeting of Stockholders. The Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year
covered by this Form 10-K pursuant to Regulation 14A under the Exchange Act.
50
Item 15.
Exhibits and Financial Statement Schedules.
(a) 1. Financial Statements
PART IV
The following financial statements are included in Item 8:
Kraton Corporation
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
2. Exhibits
The reports of KPMG LLP, Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2019 and 2018
Consolidated Statements of Operations—years ended December 31, 2019, 2018, and 2017
Consolidated Statements of Comprehensive Income (Loss)—years ended December 31, 2019,
2018, and 2017
Consolidated Statements of Changes in Equity—years ended December 31, 2019, 2018, and 2017
Consolidated Statements of Cash Flows—years ended December 31, 2019, 2018, and 2017
Notes to consolidated financial statements
The exhibits listed under Item 15(b) below are filed as part of, or incorporated by reference into, this report
and are on file with us.
(b) Exhibits
Item 15 (b). Exhibits
The following is a list of all exhibits filed as a part of this Annual Report on Form 10-K, including those incorporated
by reference.
Exhibit No
Description of Exhibits
2.1
2.2
3.1
3.2
3.3
4.1
4.2
4.3
Stock Purchase Agreement, dated as of September 27, 2015, by and among AZC Holding Company LLC,
Arizona Chemical Holdings Corporation and Kraton Polymers LLC (incorporated by reference to Exhibit
2.1 to Kraton Corporation's current report on Form 8-K filed with the SEC on September 30, 2015)
Asset and Stock Purchase and Sale Agreement, dated as of October 30, 2019, by and between Kraton
Polymers LLC and Kraton Polymers Holdings B.V., as seller, and Daelim Industrial Co., Ltd. and Daelim
USA, Inc., as purchaser (incorporated by reference to Exhibit 2.1 to Kraton Corporation’s current report on
Form 8-K filed with the SEC on October 31, 2019)
Certificate of Incorporation of Kraton Performance Polymers, Inc.** (incorporated by reference to Exhibit
3.1 to Kraton Corporation’s Form S-3 filed with the SEC on August 25, 2015)
Certificate of Amendment to the Certificate of Incorporation of Kraton Performance Polymers, Inc.
(incorporated by reference to Exhibit 3.1 to Kraton Corporation’s Current Report on Form 8-K filed with the
SEC on September 14, 2016)
Second Amended and Restated Bylaws of Kraton Corporation (incorporated by reference to Exhibit 3.1 to
Kraton Corporation’s Current Report on Form 8-K filed with the SEC on February 12, 2020)
Specimen Stock Certificate of Kraton Corporation’s Common Stock, par value $0.01 per share (incorporated
by reference to Exhibit 4.1 to Kraton Corporation’s Current Report on Form 8-K filed with the SEC on
September 14, 2016)
Indenture, dated as of March 24, 2017, among Kraton Polymers LLC, Kraton Polymers Capital Corporation,
the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 7%
Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to Kraton Corporation’s Current Report on
Form 8-K filed with the SEC on March 27, 2017)
Form of Global Note for the 7% Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to Kraton
Corporation's Current Report on Form 8-K filed with the SEC on March 27, 2017)
51
Exhibit No
4.4
Description of Exhibits
Indenture, dated as of May 24, 2018, among Kraton Polymers LLC, Kraton Polymers Capital Corporation,
the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, Deutsche Bank AG,
London Branch, as Principal Paying Agent, and Deutsche Bank Luxembourg S.A., as Authenticating Agent,
Registrar and Transfer Agent relating to the 5.25% Senior Notes due 2026 (incorporated by reference to
Exhibit 4.1 to Kraton Corporation’s Current Report on Form 8-K filed with the SEC on May 29, 2018)
4.5
4.6*
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
Form of Global Note for the 5.25% Senior Notes due 2026 (incorporated by reference to Exhibit 4.1 to
Kraton Corporation's Current Report on Form 8-K filed with the SEC on May 29, 2018)
Description of the Kraton Corporation Securities Registered under Section 12 of the Exchange Act
Guarantee Agreement by and between Kraton Polymers LLC and Taiwan Cooperative Bank, Ltd., dated as
of July 17, 2014 (incorporated by reference to Exhibit 10.1 to Kraton Corporation's Quarterly Report on
Form 10-Q filed with the SEC on July 31, 2014)
Credit and Guarantee Agreement, dated as of January 6, 2016, among Kraton Polymers LLC, as Borrower,
Kraton Performance Polymers, Inc., as Parent, certain subsidiaries of Parent, as guarantors, the Lenders
party thereto from time to time, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and as
Collateral Agent and Nomura Securities International, Inc. and Deutsche Bank Securities Inc., as
Syndication Agents (incorporated by reference to Exhibit 10.1 to Kraton Corporation’s Current Report on
Form 8-K filed with the SEC on January 7, 2016)
First Amendment to Credit and Guarantee Agreement, dated as of July 6, 2016, relating to the Credit and
Guarantee Agreeemnt, dated as of January 6, 2016, among Kraton Polymers LLC, as Borrower, and Credit
Suisse AG, Cayman Islands Branch, as Administrative Agent (incorporated by reference to Exhibit 10.3 to
Kraton Corporation’s Annual Report on Form 10-K filed with the SEC on February 28, 2017)
Second Amendment to Credit and Guarantee Agreement, dated as of January 9, 2017, relating to the Credit
and Guarantee Agreement dated as of January 6, 2016, among Kraton Polymers LLC, as Borrower, Kraton
Performance Polymers, Inc., as Parent, certain subsidiaries of Parent, as guarantors, the Lenders party
thereto from time to time and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and as
Collateral Agent (incorporated by reference to Exhibit 10.1 to Kraton Corporation's Current Report on Form
8-K filed with the SEC on January 10, 2017)
Third Amendment to Credit and Guarantee Agreement, dated as of June 13, 2017, relating to the Credit and
Guarantee Agreement dated as of January 6, 2016, among Kraton Polymers LLC, as Borrower, and Credit
Suisse AG, Cayman Islands Branch, as Administrative Agent (incorporated by reference to Exhibit 10.1 to
Kraton Corporation's Quarterly Report on Form 10-Q filed with the SEC on July 27, 2017)
Fourth Amendment to Credit and Guarantee Agreement, dated as of August 16, 2017, relating to the Credit
and Guarantee Agreement dated as of January 6, 2016, among Kraton Polymers LLC, as U.S. Borrower and
guarantor, Kraton Polymers Holdings B.V., as Euro Borrower, Kraton Corporation, as Parent, certain
subsidiaries of Parent, as guarantors, the Lenders party thereto from time to time and Credit Suisse AG,
Cayman Islands Branch, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Kraton
Corporation's Current Report on Form 8-K filed with the SEC on August 17, 2017)
Fifth Amendment to Credit and Guarantee Agreement, dated as of March 8, 2018, relating to the Credit and
Guarantee Agreement dated as of January 6, 2016, among Kraton Polymers LLC, as U.S. Borrower and
guarantor, Kraton Polymers Holdings B.V., as Euro Borrower, Kraton Corporation, as Parent, certain
subsidiaries of Parent, as guarantors, the Lenders party thereto from time to time and Credit Suisse AG,
Cayman Islands Branch, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Kraton
Corporation's Current Report on Form 8-K filed with the SEC on March 12, 2018)
Sixth Amendment to Credit and Guarantee Agreement, dated as of May 24, 2018, relating to the Credit and
Guarantee Agreement dated as of January 6, 2016, among Kraton Polymers LLC, as U.S. Borrower and
guarantor, Kraton Polymers Holdings B.V., as Euro Borrower, Kraton Corporation, as Parent, certain
subsidiaries of Parent, as guarantors, and Credit Suisse AG, Cayman Islands Branch, as Administrative
Agent (incorporated by reference to Exhibit 10.1 to Kraton Corporation's Current Report on Form 8-K filed
with the SEC on May 29, 2018)
Seventh Amendment to Credit and Guarantee Agreement, dated as of May 24, 2018, relating to the Credit
and Guarantee Agreement dated as of January 6, 2016, among Kraton Polymers LLC, as U.S. Borrower and
guarantor, Kraton Polymers Holdings B.V., as Euro Borrower, Kraton Corporation, as Parent, certain
subsidiaries of Parent, as guarantors, the Lenders party thereto from time to time and Credit Suisse AG,
Cayman Islands Branch, as Administrative Agent (incorporated by reference to Exhibit 10.2 to Kraton
Corporation's Current Report on Form 8-K filed with the SEC on May 29, 2018)
E-1
Exhibit No
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
Description of Exhibits
Pledge and Security Agreement, dated as of January 6, 2016, among Kraton Polymers LLC, Kraton
Performance Polymers, Inc., Kraton Polymers U.S. LLC, Elastomers Holdings LLC, Kraton Polymers
Capital Corporation, Arizona Chemical Holdings Corporation, AZ Chem Intermediate Inc., AZ Chem US
Holdings Inc., AZ Chem US Inc. and Arizona Chemical Company, LLC, as Grantors, and Credit Suisse AG,
Cayman Islands Branch, as Collateral Agent (incorporated by reference to Exhibit 10.2 to Kraton
Corporation’s Current Report on Form 8-K filed with the SEC on January 7, 2016)
Amended and Restated Loan, Security and Guarantee Agreement, dated as of January 6, 2016, among
Kraton Polymers U.S. LLC and Arizona Chemical Company, LLC, as Borrowers and Guarantors, Kraton
Performance Polymers, Inc., as Parent, Kraton Polymers LLC, Elastomers Holdings LLC, Kraton Polymers
Capital Corporation, Arizona Chemical Holdings Corporation, AZ Chem Intermediate Inc., AZ Chem US
Holdings Inc., and AZ Chem US Inc., as Guarantors, Kraton Polymers Nederland B.V., as Dutch Borrower,
the Foreign Guarantors party thereo, and Bank of America, N.A., as Administrative Agent and Collateral
Agent (incorporated by reference to Exhibit 10.3 to Kraton Corporation’s Current Report on Form 8-K filed
with the SEC on January 7, 2016)
First Amendment to Amended and Restated Loan, Security and Guarantee Agreement, dated as of August
16, 2017, by and among Kraton Corporation, as Parent, Kraton Polymers U.S. LLC, Kraton Chemical, LLC,
and Kraton Polymers Nederland B.V., as Borrowers, certain other subsidiaries of Parent, as Guarantors, the
Lenders party thereto from time to time, and Bank of America, N.A., in its capacity as collateral agent,
administrative agent and security trustee (incorporated by reference to Exhibit 10.2 to Kraton Corporation's
Current Report on Form 8-K filed with the SEC on August 17, 2017)
Shareholder Agreement of Kraton Formosa Polymers Corporation, dated as of February 27, 2013, by and
between KP Investment BV and Formosa Petrochemical Corporation (incorporated by reference to
Exhibit 10.3 to Kraton Corporation’s Quarterly Report on Form 10-Q filed with the SEC on May 2, 2013)
Ground Lease, dated as of February 27, 2013, by and between Formosa Petrochemical Corporation and
Kraton Formosa Polymers Corporation (Mailiao) (incorporated by reference to Exhibit 10.4 to Kraton
Corporation’s Quarterly Report on Form 10-Q filed with the SEC on May 2, 2013)
Contribution Agreement, dated as of February 28, 2001, between Shell Oil Company and Shell Elastomers
(portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by
reference to Exhibit 10.44 to Amendment No. 1 to Kraton Corporation’s Annual Report on Form 10-K/A
filed with the SEC on October 28, 2011)
Contribution Agreement, dated as of February 28, 2001, between Shell Internationale Research Maatschappij
B.V. and Kraton Polymers Research B.V. (portions of this exhibit have been omitted pursuant to a request for
confidential treatment) (incorporated by reference to Exhibit 10.45 to Amendment No. 3 to Kraton
Corporation’s Annual Report on Form 10-K/A filed with the SEC on March 8, 2012)
Amended and Restated Belpre Facility Sharing and Operating Agreement, dated as of July 1, 1999, among
Infineum USA LP, Shell Oil Kraton and Shell Elastomers LLC (portions of this exhibit have been omitted
pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.31 to Amendment
No. 1 to Kraton Corporation’s Annual Report on Form 10-K/A filed with the SEC on October 28, 2011)
Amendment No. 1 to Amended and Restated Belpre Facility Sharing and Operating Agreement, dated as of
January 23, 2007 (incorporated by reference to Exhibit 10.69 to the Kraton Corporation’s Form S-1 filed
with the SEC on November 20, 2009)
Amendment No. 2 to Amended and Restated Belpre Facility Sharing and Operating Agreement, dated as of
January 1, 2009 (incorporated by reference to Exhibit 10.70 to the Kraton Corporation’s Form S-1 filed with
the SEC on November 20, 2009)
Manufacturing Facility Lease, dated as of August 24, 2000, between Shell Chimie and Kravis (Berre-Kraton
D) (incorporated by reference to Exhibit 10.47 to Kraton Polymers LLC’s Registration Statement on Form
S-4 filed with the SEC on April 1, 2005)
Manufacturing Facility Lease, dated as of August 24, 2000, between Shell Chimie and Kraton Polymers
France SAS (Berre-Kraton G) (incorporated by reference to Exhibit 10.48 to Kraton Polymers LLC’s
Registration Statement on Form S-4 filed with the SEC on April 1, 2005)
Business Lease, dated as of March 31, 2000, between Elenac GmbH and Kraton Polymers GmbH
(Wesseling) (portions of this exhibit have been omitted pursuant to a request for confidential treatment)
(incorporated by reference to Exhibit 10.49 to Kraton Polymers LLC’s Registration Statement on Form S-4
filed with the SEC on April 1, 2005)
Amendment to the Business Lease dated March 31, 2000 between Bassell Polyolefine GmbH (previously
Elenac GmbH) and Kraton Polymers GmbH (Wesseling) (incorporated by reference to Exhibit 10.49(a) to
Kraton Polymers LLC’s Registration Statement on Form S-4 filed with the SEC on April 1, 2005)
E-2
Exhibit No
Description of Exhibits
10.24
10.25
10.26
10.27+
10.28+
10.29+
10.30+
10.31+
10.32+
10.33+
10.34+
10.35+
10.36+
10.37+
10.38+
10.39+
10.40+
10.41+
Lease Agreement dated as of February 28, 2007 between International Paper Company and Arizona
Chemical Company (Savannah) (incorporated by reference to Exhibit 10.17 to Kraton Corporation’s Annual
Report on Form 10-K filed with the SEC on February 24, 2016)
Oulu Land Lease Agreement dated effective as of 30 August 1996 between Enso Oy and Forchem Oy (Oulu)
(incorporated by reference to Exhibit 10.18 to Kraton Corporation’s Annual Report on Form 10-K filed with
the SEC on February 24, 2016)
Amendment for Land Lease Contract dated 15 February 2013 between Stora Enso Oyj and Arizona
Chemical Oy (Oulu) (incorporated by reference to Exhibit 10.19 to Kraton Corporation’s Annual Report on
Form 10-K filed with the SEC on February 24, 2016)
Kraton Polymers U.S. LLC Benefits Restoration Plan, as amended and restated effective as of January 1,
2013 (incorporated by reference to Exhibit 10.1 to Kraton Corporation’s Quarterly Report on Form 10-Q
filed with the SEC on November 1, 2012)
Form of Letter to Participants in the Benefits Restoration Plan with respect to Death Benefit (incorporated
by reference to Exhibit 10.21 to Kraton Corporation’s Annual Report on Form 10-K filed with the SEC on
February 28, 2013)
Kraton Polymers U.S. LLC Pension Benefit Restoration Plan as amended and restated December 10, 2013
(incorporated by reference to Exhibit 10.24 to Kraton Corporation’s Annual Report on Form 10-K filed with
the SEC on February 27, 2014)
Polymer Holdings LLC Executive Deferred Compensation Plan dated November 30, 2009 (incorporated by
reference to Exhibit 10.52 to the Kraton Corporation’s Form S-1/A filed with the SEC on December 2, 2009)
Kraton Performance Polymers, Inc. 2009 Equity Incentive Plan (as amended and restated February 16, 2012)
(incorporated by reference to Exhibit 10.24 to Kraton Corporation’s Annual Report on Form 10-K filed with
the SEC on February 29, 2012)
Kraton Corporation 2016 Equity and Cash Incentive Plan (incorporated by reference to Exhibit 10.2 to
Kraton Corporation’s Quarterly Report on Form 10-Q filed with the SEC on April 27, 2017)
First Amendment to Kraton Corporation 2016 Equity and Cash Incentive Plan (incorporated by reference to
Exhibit 10.1 to Kraton Corporation’s Current Report on Form 8-K filed with the SEC on May 25, 2018)
Kraton Corporation 2019 Equity Inducement Plan (incorporated by reference to Exhibit 4.2 to Kraton
Corporation’s Form S-8 filed with the SEC on April 17, 2019)
Form of Kraton Corporation Restricted Stock Unit Inducement Award Agreement under the Kraton
Corporation 2019 Equity Inducement Plan (incorporated by reference to Exhibit 4.3 to Kraton Corporation’s
Form S-8 filed with the SEC on April 17, 2019)
Form of Kraton Corporation Restricted Stock Performance Unit Inducement Award Agreement under the
Kraton Corporation 2019 Equity Inducement Plan (incorporated by reference to Exhibit 4.4 to Kraton
Corporation’s Form S-8 filed with the SEC on April 17, 2019)
Form of Kraton Corporation Restricted Stock Unit Inducement Award Agreement (1 year vest) under the
Kraton Corporation 2019 Equity Inducement Plan (incorporated by reference to Exhibit 10.1 to Kraton
Corporation’s Form 10-Q filed with the SEC on July 25, 2019)
Form of Kraton Corporation Restricted Stock Unit Award Agreement under the Kraton Corporation 2016
Equity and Cash Incentive Plan (incorporated by reference to Exhibit 10.34 to Kraton Corporation’s Annual
Report on Form 10-K filed with the SEC on February 28, 2019)
Form of Kraton Corporation Restricted Stock Performance Unit Award Agreement under the Kraton
Corporation 2016 Equity and Cash Incentive Plan (incorporated by reference to Exhibit 10.35 to Kraton
Corporation’s Annual Report on Form 10-K filed with the SEC on February 28, 2019)
Form of Kraton Corporation Restricted Stock Award Agreement under the Kraton Performance Polymers,
Inc. 2016 Equity and Cash Incentive Plan (incorporated by reference to Exhibit 4.3 to Kraton Corporation's
Registration Statement on Form S-8 filed with the SEC on February 24, 2017)
Form of Kraton Corporation Restricted Stock Unit Award Agreement under the Kraton Performance
Polymers, Inc. 2016 Equity and Cash Incentive Plan (incorporated by reference to Exhibit 4.4 to Kraton
Corporation's Registration Statement on Form S-8 filed with the SEC on February 24, 2017)
E-3
Exhibit No
10.42+
Description of Exhibits
Form of Kraton Corporation Restricted Stock Performance Unit Award Agreement under the Kraton
Performance Polymers, Inc. 2016 Equity and Cash Incentive Plan (incorporated by reference to Exhibit 4.5
to Kraton Corporation's Registration Statement on Form S-8 filed with the SEC on February 24, 2017)
10.43+
10.44+
10.45+
10.46+
10.47+
10.48+
10.49+
10.50+
10.51+
21.1*
23.1*
31.1*
31.2*
32.1*
101*
Form of Kraton Performance Polymers, Inc. Stock Option Grant Agreement under the Kraton Performance
Polymers, Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.26 to Kraton
Corporation’s Annual Report on Form 10-K filed with the SEC on February 29, 2012)
Form of Kraton Performance Polymers, Inc. Stock Option Award Agreement under the Kraton Performance
Polymers, Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.30 to Kraton
Corporation’s Annual Report on Form 10-K filed with the SEC on February 28, 2013)
Form of Kraton Performance Polymers, Inc. Nonqualified Stock Option Award Agreement under the Kraton
Performance Polymers, Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.32 to
Kraton Corporation’s Annual Report on Form 10-K filed with the SEC on February 27, 2014)
Summary of Terms of Kraton Corporation Cash Incentive Plan for 2019 (incorporated by reference to
Kraton Corporation’s Current Reports on Form 8-K filed with the SEC on February 8, 2019)
Kraton Corporation Executive Severance Program effective as of November 1, 2011, as amended and
restated September 12, 2017 (incorporated by reference to Exhibit 10.1 to Kraton Corporation’s Current
Report on Form 8-k filed with the SEC on September 18, 2017)
Form of Employee Confidentiality and Non-Competition Agreement entered into by executives participating
in the Executive Severance Program (incorporated by reference to Exhibit 10.31 to Kraton Corporation’s
Annual Report on Form 10-K filed with the SEC on February 29, 2012)
Amendment to Outstanding Option Grant Agreements (incorporated by reference to Exhibit 10.92 to the
Kraton Corporation’s Form S-1 filed with the SEC on December 2, 2009)
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Kraton Corporation’s
Current Report on Form 8-K filed with the SEC on December 16, 2011)
Executive Compensation Recoupment Policy (adopted September 11, 2013) (incorporated by reference to
Exhibit 10.1 to Kraton Corporation’s Current Report on Form 8-K filed with the SEC on September 16,
2013)
List of Significant Subsidiaries
Consent of Independent Registered Public Accounting Firm
Certification by CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification by CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification by CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
The following materials from Kraton Corporation’s Annual Report on Form 10-K for the year ended
December 31, 2019, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated
Balance Sheets as of December 31, 2019 and 2018, (ii) Consolidated Statements of Operations for the years
ended December 31, 2019, 2018, and 2017, (iii) Consolidated Statements of Comprehensive Income (Loss)
for the years ended December 31, 2019, 2018, and 2017 (iv) Consolidated Statements of Changes in Equity
for the years ended December 31, 2019, 2018, and 2017, (v) Consolidated Statements of Cash Flows for the
years ended December 31, 2019, 2018, and 2017, and (vi) Notes to Consolidated Financial Statements.
104*
The cover page from Kraton Corporation Annual Report on Form 10-K for the period ended December 31,
2019, formatted in Inline XBRL (eXtensible Business Reporting Language)
+
*
**
Denotes management contract or compensatory plan or arrangement.
Filed herewith.
On September 14, 2016, Kraton Performance Polymers, Inc. changed its corporate name to Kraton Corporation.
Accordingly, filings made prior to such date were made under the name Kraton Performance Polymers, Inc.
E-4
(c). Financial Statement Schedule
See Schedule II.
Item 16.
Form 10-K Summary
None.
E-5
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 27, 2020
Kraton Corporation
/S/ KEVIN M. FOGARTY
Kevin M. Fogarty
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints James L. Simmons, his or her true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said
attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities indicated and on February 27, 2020.
Signature
Title
/S/ KEVIN M. FOGARTY
Kevin M. Fogarty
/S/ ATANAS H. ATANASOV
Atanas H. Atanasov
/S/ CHRIS H. RUSSELL
Chris H. Russell
/S/ SHELLEY J. BAUSCH
Shelley J. Bausch
/S/ MARK A. BLINN
Mark A. Blinn
/S/ ANNA C. CATALANO
Anna C. Catalano
/S/ DOMINIQUE FOURNIER
Dominique Fournier
/S/ JOHN J. GALLAGHER, III
John J. Gallagher, III
/S/ DAN F. SMITH
Dan F. Smith
/S/ KAREN A. TWITCHELL
Karen A. Twitchell
/S/ BILLIE I. WILLIAMSON
Billie I. Williamson
President, Chief Executive Officer and a Director
(Principal Executive Officer)
Senior Vice President, Chief Financial Officer, and
Treasurer
(Principal Financial Officer)
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director and Chairman
Director
Director
E-6
KRATON CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Audited Consolidated Financial Statements
Management’s Annual Report on Internal Control Over Financial Reporting
The reports of KPMG LLP, Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2019 and 2018
Consolidated Statements of Operations for Years Ended December 31, 2019, 2018, and 2017
Consolidated Statements of Comprehensive Income (Loss) for Years Ended December 31, 2019, 2018, and 2017
Consolidated Statements of Changes in Equity for Years Ended December 31, 2019, 2018, and 2017
Consolidated Statements of Cash Flows for Years Ended December 31, 2019, 2018, and 2017
Notes to Consolidated Financial Statements
Page
F-2
F-3
F-6
F-8
F-9
F-10
F-11
F-13
F-1
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. Internal control over financial
reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement preparation and presentation. Further, because of changes
in conditions, the effectiveness of internal control over financial reporting may vary over time.
Under the supervision and with the participation of our management, including our chief executive officer and chief
financial officer, we conducted an evaluation to assess the effectiveness of our internal control over financial reporting as of
December 31, 2019 based upon criteria set forth in the Internal Control—Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, we believe that, as of
December 31, 2019, our internal control over financial reporting is effective.
The effectiveness of our internal control over financial reporting as of December 31, 2019 has been audited by KPMG
LLP, an independent registered public accounting firm, as stated in their report that is included herein.
F-2
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Kraton Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Kraton Corporation and subsidiaries' (the Company) internal control over financial reporting as of
December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated
statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year
period ended December 31, 2019, and the related notes and financial statement schedule II - Valuation and Qualifying Accounts
and Reserves (collectively, the consolidated financial statements), and our report dated February 27, 2020 expressed an
unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Houston, Texas
February 27, 2020
(signed) KPMG LLP
F-3
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Kraton Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Kraton Corporation and subsidiaries (the Company) as of
December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), changes in
equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes and
financial statement schedule II - Valuation and Qualifying Accounts and Reserves (collectively, the consolidated financial
statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of
the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the
three-year period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission, and our report dated February 27, 2020, expressed an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases
as of January 1, 2019 due to the adoption of Accounting Standards Update (ASU) 2016-02 and all related amendments, which
established Accounting Standards Codification (ASC) Topic 842, Leases.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgment. The communication of a critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of goodwill impairment for the Chemical reporting unit
As discussed in Note 1 to the consolidated financial statements, the Company performs goodwill impairment testing on an
annual basis and whenever events or circumstances indicate that the carrying value of a reporting unit likely exceeds its
fair value. The Company’s goodwill balance as of December 31, 2019 was $772.4 million, all of which related to the
Chemical reporting unit resulting from the Arizona Chemical acquisition in 2016.
We identified the evaluation of goodwill impairment for the Chemical reporting unit as a critical audit matter. The
estimated fair value of the Chemical reporting unit was derived from assumptions used in estimating the future cash flows
resulting in the application of a high degree of subjective auditor judgment. Specifically, the revenue growth rates and
discount rate assumptions used to estimate the fair value of the reporting unit were challenging to evaluate due to their
F-4
subjectivity. Changes to those assumptions could have had a significant effect on the Company’s assessment of the
carrying value of the goodwill.
The primary procedures we performed to address this critical audit matter included the following. We tested certain internal
controls over the Company’s determination of the fair value of the Chemical reporting unit in its assessment of goodwill
impairment, including controls related to the development of the revenue growth rates and discount rate assumptions. We
evaluated the Company’s forecasted revenue growth rates for the Chemical reporting unit, by comparing the forecasted
growth rates with historical results. Additionally, the Company’s forecasted revenue growth rates were compared to the
forecasted growth rates in the Company’s and its peer companies’ analyst reports. We compared the Company’s historical
revenue forecasts to actual results to assess the Company’s ability to accurately forecast. In addition, we involved a
valuation professional with specialized skill and knowledge, who assisted in:
•
•
comparing the discount rate used in the valuation, against a discount rate range that was independently developed
using publicly available market data for comparable entities; and
comparing the Company’s fair value estimate to an independent estimate of the Chemical reporting unit’s fair value
using an independently developed discount rate.
(signed) KPMG LLP
We have served as the Company’s auditor since 2002.
Houston, Texas
February 27, 2020
F-5
KRATON CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
ASSETS
Current assets:
Cash and cash equivalents
Receivables, net of allowances of $434 and $784
Inventories of products
Inventories of materials and supplies
Prepaid expense
Other current assets
Current assets held for sale
Total current assets
Property, plant, and equipment, less accumulated depreciation of $639,197 and
$597,785
Goodwill
Intangible assets, less accumulated amortization of $285,819 and $246,648
Investment in unconsolidated joint venture
Debt issuance costs
Deferred income taxes
Long-term operating lease assets, net
Other long-term assets
Long-term assets held for sale
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt
Accounts payable-trade
Other payables and accruals
Due to related party
Current liabilities held for sale
Total current liabilities
Long-term debt, net of current portion
Deferred income taxes
Long-term operating lease liabilities
Other long-term liabilities
Long-term liabilities held for sale
Total liabilities
Commitments and contingencies (note 12)
Equity:
Kraton stockholders’ equity:
December 31, 2019
December 31, 2018
$
35,033
$
169,603
332,457
32,211
6,991
22,385
51,356
650,036
925,940
772,418
325,877
11,971
—
8,863
85,003
25,219
27,058
85,891
198,046
410,640
30,843
10,156
29,980
—
765,556
941,476
772,886
362,038
12,070
1,170
10,434
—
29,074
—
$
$
2,832,385
$
2,894,704
53,139
$
168,541
112,645
17,470
14,849
366,644
1,311,486
125,240
66,624
172,960
3
45,321
182,153
100,695
20,918
—
349,087
1,487,298
127,827
—
182,893
—
2,042,957
2,147,105
Preferred stock, $0.01 par value; 100,000 shares authorized; none issued
—
—
Common stock, $0.01 par value; 500,000 shares authorized; 31,751 shares issued
and outstanding at December 31, 2019; 31,917 shares issued and outstanding at
December 31, 2018
Additional paid in capital
318
392,208
319
385,921
See Notes to Consolidated Financial Statements
F-6
Retained earnings
Accumulated other comprehensive loss
Total Kraton stockholders’ equity
Noncontrolling interest
Total equity
Total liabilities and equity
464,712
(105,795)
751,443
37,985
789,428
420,597
(91,699)
715,138
32,461
747,599
$
2,832,385
$
2,894,704
See Notes to Consolidated Financial Statements
F-7
KRATON CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Revenue
Cost of goods sold
Gross profit
Operating expenses:
Research and development
Selling, general, and administrative
Depreciation and amortization
Gain on insurance proceeds
Loss on disposal of fixed assets
Operating income
Other income (expense)
Loss on extinguishment of debt
Earnings of unconsolidated joint venture
Interest expense, net
Income before income taxes
Income tax benefit (expense)
Consolidated net income
Net (income) loss attributable to noncontrolling interest
Net income attributable to Kraton
Earnings per common share:
Basic
Diluted
Weighted average common shares outstanding:
Basic
Diluted
Years Ended December 31,
2019
2018
2017
$ 1,804,436
$ 2,011,675
$ 1,960,362
1,390,007
1,431,069
1,415,659
414,429
580,606
544,703
41,073
149,800
136,171
(32,850)
773
119,462
3,339
(3,521)
506
(75,782)
44,004
11,813
55,817
(4,512)
51,305
1.61
1.60
$
$
$
41,296
153,897
141,410
(8,900)
2,169
250,734
(3,472)
(79,866)
471
(93,772)
74,095
(3,574)
70,521
(3,506)
67,015
2.10
2.08
$
$
$
40,283
161,260
137,162
—
514
205,484
(3,360)
(35,389)
486
(132,459)
34,762
57,884
92,646
4,903
97,549
3.12
3.07
31,581
31,881
31,416
31,789
30,654
31,140
$
$
$
See Notes to Consolidated Financial Statements
F-8
KRATON CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
Net income attributable to Kraton
Other comprehensive income (loss):
Years Ended December 31,
2019
51,305
$
2018
67,015
$
2017
97,549
$
Foreign currency translation adjustments, net of tax of $0
Unrealized gain (loss) on cash flow hedges, net of tax benefit of $1,165,
expense of $979 and $457, respectively
(5,296)
(14,439)
63,077
(6,311)
1,368
3,283
Reclassification of (gain) loss on cash flow hedge, net of tax expense of $587
and benefit of $127, respectively
Unrealized gain on net investment hedge, net of tax expense of $1,379 and
$2,378, respectively
(Increase) decrease in benefit plans liability, net of tax benefit of $2,117,
expense of $3,202 and benefit of $2,241, respectively
Other comprehensive income (loss), net of tax
Comprehensive income attributable to Kraton
Comprehensive income (loss) attributable to noncontrolling interest
Consolidated comprehensive income
—
(1,996)
7,471
8,079
752
—
(9,960)
(14,096)
37,209
5,524
42,733
$
13,584
6,596
73,611
2,423
76,034
$
(6,877)
60,235
157,784
(2,298)
155,486
$
See Notes to Consolidated Financial Statements
F-9
KRATON CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands)
Common
Stock
Additional
Paid in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Kraton
Equity
Noncontrolling
Interest
Total
Equity
Balance at January 1, 2017
$
310
$ 361,682
$ 254,439
$
Net income (loss)
Other comprehensive income
Cumulative effect adjustment
upon adoption of ASU 2016-09
Retired treasury stock from
employee tax withholdings
Exercise of stock options
Non-cash compensation related
to equity awards
—
—
—
(1)
5
2
—
—
—
97,549
—
4,515
(2,297)
10,947
7,625
—
—
—
Balance at December 31, 2017
Net income
$
316
—
$ 377,957
—
$ 356,503
67,015
$
(158,530) $ 457,901
97,549
—
$
60,235
60,235
32,336
(4,903)
2,605
$ 490,237
92,646
62,840
4,515
(2,298)
10,952
7,627
—
—
—
—
$
30,038
3,506
$ 666,519
70,521
—
—
—
4,515
(2,298)
10,952
—
7,627
(98,295) $ 636,481
67,015
—
—
—
—
6,596
6,596
(1,083)
5,513
Balance at December 31, 2018
$
319
$ 385,921
$ 420,597
$
Other comprehensive income
(loss)
Retired treasury stock from
employee tax withholdings
Exercise of stock options
Non-cash compensation related
to equity awards
Net income
Other comprehensive income
(loss)
Retired treasury stock from
employee tax withholdings
Canceled stock from share
repurchases
Exercise of stock options
Non-cash compensation related
to equity awards
Balance at December 31, 2019
—
—
(6,189)
3,133
—
8,102
(91,699) $ 715,138
51,305
—
—
—
—
(6,189)
3,133
8,102
$
32,461
$ 747,599
4,512
55,817
(2)
(3,266)
2
3
3,131
8,099
(2,921)
—
—
51,305
—
—
—
—
—
(3)
1
—
(14,096)
(14,096)
1,012
(13,084)
(1,431)
(1,390)
(4,197)
2,423
(5,800)
—
—
—
—
(2,821)
—
(2,821)
(10,000)
2,424
— (10,000)
2,424
—
1
318
9,492
$ 392,208
—
$ 464,712
$
$
—
9,493
(105,795) $ 751,443
$
—
37,985
9,493
$ 789,428
See Notes to Consolidated Financial Statements
F-10
KRATON CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated net income
Adjustments to reconcile consolidated net income to net cash provided by
operating activities:
Depreciation and amortization
Lease amortization
Amortization of debt premium and original issue discount
Amortization of debt issuance costs
Loss on disposal of property, plant, and equipment
Loss on extinguishment of debt
(Earnings) loss from unconsolidated joint venture, net of dividends received
Deferred income tax benefit
Release of uncertain tax positions
Gain on insurance proceeds for capital expenditures
Share-based compensation
Decrease (increase) in:
Accounts receivable
Inventories of products, materials, and supplies
Other assets
Increase (decrease) in:
Accounts payable-trade
Other payables and accruals
Other long-term liabilities
Due to related party
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Kraton purchase of property, plant, and equipment
KFPC purchase of property, plant, and equipment
Purchase of software and other intangibles
Insurance proceeds for capital expenditures
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt
Repayments of debt
KFPC proceeds from debt
KFPC repayments of debt
Capital lease payments
Purchase of treasury stock
Proceeds from the exercise of stock options
Settlement of interest rate swap
Settlement of foreign currency hedges
Debt issuance costs
Years Ended December 31,
2019
2018
2017
$
55,817
$
70,521
$
92,646
136,171
23,093
1,064
4,654
773
3,521
(62)
(159)
(18,309)
(3,948)
9,493
5,848
46,533
10,986
(3,472)
(20,018)
(13,401)
(3,644)
234,940
(103,688)
(965)
(8,019)
3,948
(108,724)
57,941
(198,053)
34,240
(59,700)
(169)
(12,821)
2,424
—
—
—
141,410
137,162
—
2,202
5,771
2,169
79,866
74
(26,487)
—
—
8,102
(7,841)
(58,077)
12,304
20,271
(18,693)
13,742
1,245
246,579
(100,122)
(2,746)
(8,229)
—
(111,097)
732,540
(828,747)
24,918
(52,947)
(902)
(6,189)
3,133
2,584
—
(11,113)
—
6,169
8,420
514
35,389
(49)
(66,004)
—
—
7,627
19,237
(22,269)
12,941
8,275
13,463
(1,802)
3,721
255,440
(99,223)
(17,103)
(6,265)
—
(122,591)
739,167
(938,006)
48,207
(16,244)
(964)
(2,298)
10,952
(879)
(716)
(14,330)
See Notes to Consolidated Financial Statements
F-11
Net cash used in financing activities
Effect of exchange rate differences on cash
Net decrease in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental disclosures during the period:
Cash paid (received) for income taxes, net of refunds received
Cash paid for interest, net of capitalized interest
Capitalized interest
Supplemental non-cash disclosures increase (decrease) during the period:
Property, plant, and equipment accruals
Operating leases
(176,138)
(936)
(50,858)
85,891
35,033
7,804
56,407
3,625
2,277
105,308
$
$
$
$
$
$
$
$
$
$
$
$
(136,723)
(1,920)
(3,161)
89,052
85,891
4,715
106,838
3,882
$
$
$
$
(175,111)
9,565
(32,697)
121,749
89,052
(5,395)
103,995
4,042
(1,891) $
— $
(11,957)
—
See Notes to Consolidated Financial Statements
F-12
KRATON CORPORATION
Notes to Consolidated Financial Statements
INDEX
1. Description of Business, Basis of Presentation, and Significant Accounting Policies
2. New Accounting Pronouncements
3. Revenue Recognition
4. Assets Held for Sale
5. Share-Based Compensation
6. Detail of Certain Balance Sheet Accounts
7. Earnings per Share (“EPS”)
8. Long-Term Debt
9. Fair Value Measurements, Financial Instruments, and Credit Risk
10. Restructuring Charges
11. Income Taxes
12. Commitments and Contingencies
13. Employee Benefits
14. Industry Segment and Foreign Operations
15. Related Party Transactions
16. Variable Interest Entity
17. Selected Quarterly Financial Data (Unaudited)
18. Subsequent Events
PAGE
F-14
F-19
F-20
F-21
F-22
F-25
F-27
F-29
F-31
F-34
F-34
F-37
F-40
F-48
F-50
F-51
F-52
F-52
F-13
1. Description of Business, Basis of Presentation and Significant Accounting Policies
Description of Business. We are a leading global specialty chemicals company that manufactures styrenic block
copolymers (“SBCs”), specialty polymers, and high-value performance products primarily derived from pine wood pulping co-
products. Our operations are managed through two operating segments: (i) Polymer segment and (ii) Chemical segment.
Operating results for Arizona Chemical are included in the accompanying consolidated financial statements since the date of
acquisition.
Basis of Presentation. The accompanying consolidated financial statements are for us and our consolidated
subsidiaries, each of which is a wholly-owned subsidiary, except our 50% investment in our joint venture, Kraton Formosa
Polymers Corporation (“KFPC”), located in Mailiao, Taiwan. KFPC is a variable interest entity for which we have determined
that we are the primary beneficiary and, therefore, have consolidated into our financial statements. Our 50% investment in our
joint venture located in Kashima, Japan, is accounted for under the equity method of accounting. All significant intercompany
transactions have been eliminated.
Significant Accounting Policies. These financial statements reflect all normal recurring adjustments that are, in the
opinion of management, necessary to fairly present our results of operations and financial position.
Use of Estimates. The preparation of these consolidated financial statements in conformity with U.S. generally
accepted accounting principles (“U.S. GAAP”) 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 consolidated
financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ
from those estimates.
Significant items subject to such estimates and assumptions include:
•
•
•
•
the useful lives of fixed assets;
estimates of fair value for assets acquired and liabilities assumed in a purchase business combination;
allowances for doubtful accounts and sales returns;
the valuation of derivatives, deferred taxes, property, plant and equipment, inventory, and share-based
compensation; and
liabilities for employee benefit obligations, environmental matters, asset retirement obligations, income tax
uncertainties, and other contingencies.
•
Cash and Cash Equivalents. It is our policy to invest our excess cash in investment instruments whose value is not
subject to market fluctuations, such as bank deposits or certificates of deposit. Other permitted investments include commercial
paper of major U.S. corporations with ratings of A1 by Standard & Poor’s Ratings Group or P1 by Moody’s Investor Services,
Inc., loan participations of major U.S. corporations with a short term credit rating of A1/P1 and direct obligations of the U.S.
government or its agencies. We consider all investments having a remaining maturity, at the time of purchase, of three months
or less to be cash equivalents.
Receivables. Receivables are recorded at the invoiced amount once the performance obligation has been met and do
not bear interest. The allowance for doubtful accounts represents our best estimate of the amount of probable credit losses in
our existing receivables and is determined based on our assessment of the credit worthiness of individual customers, historical
write-off experience, and global economic data. We review the allowance for doubtful accounts quarterly. Account balances are
charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered
remote. We do not have significant off-balance sheet credit exposure related to our customers.
Inventories of Products. Inventory values include all costs directly associated with manufacturing products and are
stated at the lower of cost or net realizable value, primarily determined on a first-in, first-out basis. We evaluate the carrying
cost of our inventory on a quarterly basis for this purpose. If the cost of the inventories exceeds their net realizable value,
provisions are made for the difference between the cost and the net realizable value.
Derivative Instruments and Hedging Activities. We account for derivatives and hedging activities in accordance with
ASC 815, Derivatives and Hedging, which requires entities to recognize all derivative instruments as either assets or liabilities
in the balance sheet at their respective fair values. For all hedging relationships that qualify as derivatives under ASC 815, we
formally document the hedging relationship and our risk-management objective and strategy for undertaking the hedge, the
hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in
offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure
ineffectiveness.
For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective
portion of the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified
into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the
F-14
derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are
recognized in current earnings.
We designate net investment hedges as economic hedges of the certain net investment in foreign subsidiaries. The
gain or loss on such hedging derivative instruments (or the foreign currency transaction gain or loss on the nonderivative
hedging instrument) that is designated as, and is effective as, an economic hedge of the net investment in a foreign subsidiary is
reported in the same manner as a translation adjustment to the extent it is effective. Any hedge ineffectiveness is recognized in
earnings during the period incurred.
We discontinue hedge accounting prospectively when we determine that the derivative is no longer effective, the
derivative expires or is sold, terminated, or exercised, or the hedge is de-designated. In all situations in which hedge accounting
is discontinued and the derivative remains outstanding, we continue to carry the derivative at its fair value on the balance sheet
and recognize any subsequent changes in its fair value in earnings. When it is probable that a forecasted transaction will not
occur, we discontinue hedge accounting and recognize immediately in earnings gains and losses that were accumulated in other
comprehensive income (loss) related to the hedging relationship. See Note 9 Fair Value Measurements, Financial Instruments,
and Credit Risk to the consolidated financial statements.
Property, Plant, and Equipment. Property, plant, and equipment are stated at cost, net of accumulated depreciation.
Major renewals and improvements which extend the useful lives of equipment are capitalized. Repair and maintenance costs
are expensed as incurred. Disposals are removed at carrying cost less accumulated depreciation with any resulting gain or loss
reflected in earnings. We capitalize interest costs which are incurred as part of the cost of constructing major facilities and
equipment. See Note 14 Industry Segment and Foreign Operations to the consolidated financial statements. Depreciation is
recognized using the straight-line method over the following estimated useful lives:
Machinery and equipment
Building and land improvements
Manufacturing control equipment
Office equipment
Research equipment and facilities
Vehicles
Computer hardware and information systems
20 years
20 years
10 years
5 years
5 years
5 years
3 years
Major Maintenance Activities. Major maintenance is expensed as incurred.
Goodwill. We record goodwill when the purchase price of an acquired business exceeds the fair value of the net
identifiable assets acquired. Goodwill is allocated to the reporting unit level based on the estimated fair value at the date of
acquisition. Goodwill was recorded as a result of the Arizona Chemical Acquisition and is recorded in the Chemical operating
segment.
Goodwill is tested for impairment at the reporting unit level annually or more frequently as deemed necessary. Our
annual measurement date for testing impairment is October 1st. The assessment is performed in three steps. We assess
qualitative factors, or step zero, to determine whether it is more likely than not that the fair value of a reporting unit is less than
its carrying amount. If it is more likely than not that an impairment indicator exists utilizing the qualitative method, we then
utilize step one to test for impairment via estimating the fair value of our reporting units utilizing a combination of market and
income approaches. This step one provides a fair value to determine whether it is more likely than not that the fair value of the
reporting unit is less than its carrying value, including goodwill. The estimated fair value of our reporting units are subject to a
number of estimates, including discount rates, revenue growth rates, cash flow assumptions, and market information. If
potential impairments are identified, we perform step two to measure the impairment loss through a full fair value allocation of
the assets and liabilities of the reporting unit utilizing the acquisition method of accounting.
As of October 1, 2019, the Company elected to bypass the qualitative assessment and performed a fair value
assessment of the reporting unit utilizing a combination of the income and market approach. The company’s assessment
concluded that the fair value of the reporting unit exceeded the book value of the reporting unit, including goodwill, and thus
there was no impairment recognized.
Asset Retirement Obligations (“ARO”). We have determined that we have contractual or regulatory requirements to
decommission and perform other remediation for many of our manufacturing and research facilities upon retirement. We
account for ARO’s pursuant to the provisions of ASC 410-20, Asset Retirement Obligations. ASC 410-20 requires us to record
the fair value of an ARO as a liability in the period in which we have a legal obligation associated with the retirement of
tangible long-lived assets that result from the acquisition, construction, development, and/or normal use of the assets. The ARO
is also capitalized as part of the carrying cost of the asset and is depreciated over the life of the asset. The recognition of an
F-15
ARO requires us to make numerous estimates, assumptions, and judgments regarding such factors as the existence of a legal
obligation for an ARO; estimated probabilities; amounts and timing of settlements; the credit-adjusted risk-free rate to be used;
discount rate and inflation rates. Subsequent to the initial measurement of the ARO, the obligation is adjusted at the end of each
period to reflect accretion of the liability to its non-discounted amount and changes in either the timing or the amount of the
original estimated future cash flows underlying the obligation. Revisions also result in increases or decreases in the carrying
cost of these assets. Increases in the ARO liability due to accretion is charged to depreciation and amortization expense. The
related capitalized cost, including revisions thereto, is charged to depreciation and amortization expense.
Long-Lived Assets. In accordance with the Impairment or Disposal of Long-Lived Assets Subsections of ASC 360-10,
Property, Plant, and Equipment—Overall, long-lived assets, such as property, plant, and equipment, and purchased intangible
assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for
possible impairment, we first compare undiscounted cash flows expected to be generated by that asset or asset group to its
carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow
basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through
various valuation techniques including discounted cash flow models, quoted market values, and third-party independent
appraisals, as considered necessary. See Note 9 Fair Value Measurements, Financial Instruments, and Credit Risk to the
consolidated financial statements.
Intangible Assets. Intangible assets are stated at cost, net of accumulated amortization. We have intangible assets
related to technology, customer relationships, tradenames/trademarks, and software as detailed in Note 6 Detail of Certain
Balance Sheet Accounts to the consolidated financial statements. See Note 6 Detail of Certain Balance Sheet Accounts to the
consolidated financial statements. Intangible assets are amortized using the straight-line method over the asset's estimated
useful life as follows:
Technology
Customer relationships
Tradenames/trademarks
Software
15 years
15 years
15 years
3 - 10 years
Pension and Other Postretirement Plans. We sponsor noncontributory defined benefit pension plans (“Pension Plans”)
and a post-retirement benefit plan (“Retiree Medical Plan”). We annually evaluate significant assumptions related to the
benefits and obligations of these plans. Our estimation of the projected benefit obligations and related benefit expense requires
that certain assumptions be made regarding such variables as expected return on plan assets, discount rates, rates of future
compensation increases, estimated future employee turnover rates and retirement dates, distribution election rates, mortality
rates, retiree utilization rates for health care services, and health care cost trend rates. The determination of the appropriate
assumptions requires considerable judgment concerning future events and has a significant impact on the amount of the
obligations and expense recorded. We rely in part on actuarial studies when determining the appropriateness of certain of the
assumptions used in determining the benefit obligations and the annual expenses for these plans. See Note 13 Employee
Benefits to the consolidated financial statements.
Investment in Unconsolidated Joint Venture. Our 50.0% equity investment in a manufacturing joint venture at our
Kashima site is accounted for under the equity method with our share of the operating results of the joint venture classified
within earnings of unconsolidated joint venture.
We evaluate our equity method investment for impairment when events or changes in circumstances indicate, in our
judgment, that the carrying value of such investment may have experienced an other-than-temporary decline in value. When
evidence of loss in value has occurred, we compare the estimated fair value of the investment to the carrying value of the
investment to determine whether impairment has occurred. We assess the fair value of our equity method investment using
commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party
comparable sales, internally developed analysis and analysis from outside advisors. If the estimated fair value is less than the
carrying value and we consider the decline in value to be other than temporary, the excess of the carrying value over the
estimated fair value is recognized in the financial statements as an impairment. See Note 15 Related Party Transactions to the
consolidated financial statements.
Debt Issuance Costs. We capitalize financing fees and other costs related to issuing long-term debt. We amortize these
costs using the effective interest method, except for costs related to revolving debt, which are amortized using the straight-line
method. The amortization of debt issuance costs is recorded in interest expense. See Note 8 Long-Term Debt to the consolidated
financial statements.
F-16
Contingencies. We are routinely involved in litigation, claims, and disputes incidental to our business. Professional
judgment is required to classify the likelihood of these contingencies occurring. All relevant information that can be acquired
concerning the uncertain set of circumstances needs to be obtained and used to determine the probability classification. A
contingency is categorized as probable, reasonably possible, or remote. A contingency is classified as probable if the future
event or events are likely to occur. For the probable contingencies, a loss is accrued and disclosed as of the date of the financial
statements if it is both probable that an asset has been impaired or a liability has been incurred at the date of the financial
statements and the amount of loss can be reasonably estimated. A reasonably possible contingency occurs if the chance of the
future event or events happening is more than remote but less than likely (reasonably possible but not probable). We disclose
the loss contingencies in the footnotes to the financial statements but do not recognize any liability. A remote contingency is
one where the chance of the future event or events occurring is slight. We neither accrue for nor disclose the liability in the
notes to the financial statements. For loss contingencies, our accounting policy is to expense legal costs as incurred. See Note
12 Commitments and Contingencies to the consolidated financial statements.
Environmental Costs. Environmental costs are expensed as incurred unless the expenditures extend the economic
useful life of the relevant assets. Costs that extend the economic useful life of assets are capitalized and depreciated over the
remaining life of those assets. Liabilities are recorded when environmental assessments, or remedial efforts are probable, and
the cost can be reasonably estimated. See Note 12 Commitments and Contingencies to the consolidated financial statements.
Disclosures about Fair Value of Financial Instruments. For cash and cash equivalents, receivables, accounts payable,
and certain accrued expenses, the carrying amount approximates fair value due to the short maturities of these instruments. For
long-term debt instruments and interest rate swap agreements, fair value is estimated based upon market values (if applicable)
or on the current interest rates available to us for debt with similar terms and remaining maturities. Considerable judgment is
required in developing these estimates. See Note 9 Fair Value Measurements, Financial Instruments, and Credit Risk to the
consolidated financial statements.
Revenue Recognition. Revenue is recognized in accordance with the provisions of ASC 606, Revenue from Contracts
with Customers, when obligations under the terms of a contract with our customer are satisfied. Generally, this occurs at a point
in time when the transfer of risk and title to the product transfers to the customer. Our products are generally sold free on board
shipping point or, with respect to countries other than the U.S., an equivalent basis. Our standard terms of delivery are included
in our contracts of sale, order confirmation documents, and invoices. As such, all revenue is considered revenue recognized
from contracts with customers and we do not have other sources of revenue. Revenue is measured as the amount of
consideration we expect to receive in exchange for transferring goods or providing services. Revenue is recognized net of sales
tax, value-added taxes, and other taxes. Shipping and other transportation costs charged to customers are recorded in both
revenue and cost of goods sold. We do not have any material significant payment terms as payment is received at or shortly
after the point of sale. Certain customers may receive cash-based incentives (including rebates and price supports), which are
accounted for as variable consideration. We estimate rebates and price supports based on the expected amount to be provided to
customers and reduce revenues recognized once the performance obligation has been met. Sales commissions are expensed in
cost of goods sold once the performance obligation with the associated sale has been met. We do not have significant changes
in our estimates for variable considerations. See Note 3 Revenue Recognition to the consolidated financial statements.
Research and Development Expenses. Research and development costs are expensed as incurred.
Share-Based Compensation. Share-based compensation cost is measured at the grant date based on the fair value of
the award. We recognize these costs using the straight-line method over the requisite service period. Upon adoption of ASU
2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 817), we now recognize actual forfeitures by
reducing the employee share-based compensation expense in the same period as the forfeitures occur.
We estimate the fair value of performance-based restricted share units using a combination of Monte Carlo simulations
and internal metrics. The expected term represents the period of time that performance share units granted are expected to be
outstanding. Our expected volatilities are based on historical volatilities for Kraton and the members of the peer group. The risk
free interest rate for the periods within the contractual life of the performance-based restricted share units is equal to the yield,
as of the valuation date, of the zero coupon U.S. Treasury STRIPS that have a remaining term equal to the length of the
remaining performance period. The expected dividend yield is assumed to be zero, which is the equivalent of reinvesting
dividends in the underlying company's stock. Forfeitures are recognized when they occur. See Note 5 Share-Based
Compensation to the consolidated financial statements.
Leases. Our leases, with a term greater than one year, are classified as either operating or financing and carried at fair
value on the balance sheet as lease assets acquired and liabilities assumed, except for capital leases in existence prior to our
adoption of ASC 842, Leases. Capital leases in existence at the time of our adoption of ASC 842, Leases, are accounted for in
accordance with ASC 840, Leases.
Our contracts, with a term greater than one year, are classified as leases if 1) there is an identified asset and contract
term, 2) we have the right to substantially all the economic benefit of the asset, and 3) we have the right to direct how and for
F-17
what purpose the identified asset used or we have the right to operate the asset throughout the period of use without change
operations of the asset.
We classify leases as financing under any of the following circumstances:
•
•
•
•
ownership of the underlying asset is transferred to us by the end of the lease term;
the lease grants us an option to purchase the underlying asset that it is reasonably certain to be exercised;
the lease term is for the major part of the remaining economic life of the underlying asset;
the present value of the lease payments and residual value guarantee equals or exceeds substantially all of the fair
value of the underlying asset; or
the underlying asset so specialized that it is expected to have no use to the lessor at the end of the lease term.
•
Our lease policy follows ASC 842, Leases, practical expedients election whereby: 1) we do not to reassess under the
new standard our prior conclusions about lease identification, lease classification, and initial direct costs; 2) we elected the
short-term lease recognition exemption for all leases that qualify, and 3) we do not separate lease and non-lease components for
all of our leases. See Note 12 Commitments and Contingencies to the consolidated financial statements.
Income Taxes. We conduct operations in separate legal entities in different jurisdictions. As a result, income tax
amounts are reflected in these consolidated financial statements for each of those jurisdictions.
Income taxes are recorded utilizing an asset and liability approach. This method gives consideration to the future tax
consequences associated with the differences between the financial accounting and tax basis of the assets and liabilities as well
as the ultimate realization of any deferred tax asset resulting from such differences. Valuation allowances are recorded to reduce
deferred tax assets when it is more likely than not that a tax benefit will not be realized.
In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or
all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary differences become deductible. We consider
the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this
assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in
which the deferred tax assets are deductible, we believe it is more likely than not that we will realize the benefits of these
deductible differences, net of the existing valuation allowances.
We provide liabilities for uncertain tax positions for federal, state, local, and international exposures, including interest
and penalties, relating to periods subject to audit. The development of liabilities for uncertain tax positions for these exposures
requires judgment about tax issues, potential outcomes, and timing. We assess tax positions and record tax benefits based upon
management's evaluation of facts, circumstances, and information available at the respective reporting date. For those tax
positions where it is more-likely-than-not that a tax benefit will be sustained, we have recorded the largest amount of tax
benefit with a greater than 50.0% likelihood of being realized upon settlement with a tax authority. For those tax positions
where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit has been recognized in the consolidated
financial statements.
We have established valuation allowances against a variety of deferred tax assets, including net operating loss
carryforwards, foreign tax credits and other income tax credits. Valuation allowances take into consideration our expected
ability to realize these deferred tax assets and reduce the value of such assets to the amount that is deemed more likely than not
to be recoverable. Our ability to realize these deferred tax assets is dependent on achieving our forecast of future taxable
operating income over an extended period of time. We review our forecast in relation to actual results and expected trends on a
quarterly basis. If we fail to achieve our operating income targets, we may change our assessment regarding the recoverability
of our net deferred tax assets and such change could result in a valuation allowance being recorded against some or all of our
net deferred tax assets. A change in our valuation allowance would impact our income tax benefit (expense) and our
stockholders’ equity and could have a significant impact on our results of operations or financial condition in future periods.
See Note 11 Income Taxes to the consolidated financial statements.
Foreign Currency Translation and Foreign Currency Exchange Rates. Financial statements of our operations outside
the U.S. where the local currency is considered to be the functional currency are translated into U.S. dollars using the exchange
rate at each balance sheet date for assets and liabilities and the average exchange rate for each period for revenue, expenses,
gains, losses, and cash flows. The effects of translating such operations into U.S. dollars are included as a component of
accumulated other comprehensive income (loss).
F-18
2. New Accounting Pronouncements
Adoption of Accounting Standards
We have implemented all new accounting pronouncements that are in effect and that management believes would
materially impact our financial statements.
In February 2016, the Financial Accounting Standards Board (“FASB”) established Topic 842, Leases, by issuing ASU
2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements.
Topic 842 was subsequently amended by ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU
2018-10, Codification Improvements to Topic 842, Leases; and ASU 2018-11, Targeted Improvements. The new standard
establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance
sheet for all leases with a term longer than twelve months. Leases will be classified as finance or operating, with classification
affecting the pattern and classification of expense recognition in the income statement.
We adopted the new standard on January 1, 2019 and used the effective date as our date of initial application. The new
standard provides a number of optional practical expedients in transition. We elected the following practical expedients: (1)
“package of practical expedients”, which permits us not to reassess under the new standard our prior conclusions about lease
identification, lease classification, and initial direct costs; (2) the short-term lease recognition exemption for all leases that
qualify; and (3) the practical expedient to not separate lease and non-lease components for all of our leases.
This standard had a material effect on our financial statements. The most significant effects relate to: (1) the
recognition of new ROU assets and lease liabilities on our balance sheet for our equipment, building, and vehicle operating
leases; (2) the derecognition of existing assets and liabilities for straight line lease accounting under ASC 840, Leases; and (3)
providing significant new disclosures about our leasing activities. On adoption, we recognized additional operating liabilities of
$70.9 million, with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental
payments under current leasing standards for existing operating leases. See Note 12 Commitments and Contingencies to the
consolidated financial statements.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to
Accounting for Hedging Activities. The objective of this ASU is to improve the financial reporting of hedging relationships to
better portray the economic results of an entity’s risk management activities in its financial statements and make certain
targeted improvements to simplify the application of the hedge accounting guidance in current GAAP. This standard is effective
for fiscal years beginning after December 15, 2018. Our analysis of ASU 2017-12 was completed during 2018, and there is no
material change to our financial position, results of operations, and cash flows. We adopted ASU 2017-12 effective January 1,
2019.
In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815)-Inclusion of the Secured
Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting
Purposes. This standard is effective for fiscal years beginning after December 15, 2018. Our analysis of ASU 2018-16 was
completed during 2018, and there is no material change to our financial position, results of operations, and cash flows. We
adopted ASU 2018-16 effective January 1, 2019.
In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220):
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This standard is effective for fiscal
years beginning after December 15, 2018, and interim periods within those fiscal years. Our analysis of ASU 2018-02 was
completed during 2018, and there is no material change to our financial position, results of operations, and cash flows. We
adopted ASU 2018-02 effective January 1, 2019.
In July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections. This standard is effective
beginning on May 2, 2019. Our analysis of ASU 2019-07 was completed during 2019, and there is no material change to our
financial position, results of operations, and cash flows. We adopted ASU 2019-07 effective May 2, 2019.
New Accounting Standards to be Adopted in Future Periods
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments. This standard is effective for fiscal years beginning after December 15, 2019. Early
adoption is permitted for any interim period after issuance of the ASU. Our analysis of ASU 2016-13 was completed during
2019, and there is no material change to our financial position, results of operations, and cash flows. We expect to adopt ASU
2016-13 effective on January 1, 2020.
F-19
In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for
Goodwill Impairment. This standard is effective for annual or interim goodwill impairment tests in fiscal years beginning after
December 15, 2019. Early adoption is permitted for annual or interim goodwill impairment tests performed on testing dates
after January 1, 2017. Our analysis of ASU 2017-04 was completed during 2019, and there is no material change to our
financial position, results of operations, and cash flows. We expect to adopt ASU 2017-04 effective on January 1, 2020.
In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the
Interaction between Topic 808 and Topic 606. This standard is effective for fiscal years beginning after December 15, 2019.
Early adoption is permitted for any interim period after issuance of the ASU. Our analysis of ASU 2018-18 was completed
during 2019, and there is no material change to our financial position, results of operations, and cash flows. We expect to adopt
ASU 2018-18 effective on January 1, 2020.
3. Revenue Recognition
Revenue is recognized when performance obligations under the terms of a contract with our customer are satisfied.
Generally, this occurs at a point in time when control of the product transfers to the customer. Our standard terms of delivery
are included in our contracts of sale, order confirmation documents, and invoices. As such, all revenue is considered revenue
recognized from contracts with customers and we do not have other sources of revenue. Revenue is measured as the amount of
consideration we expect to receive in exchange for transferring goods or providing services. Revenue is recognized net of sales
tax, value-added taxes, and other taxes. Shipping and other transportation costs charged to customers are recorded in both
revenue and cost of goods sold. We do not have any material significant payment terms as payment is received at or shortly
after the point of sale. Certain customers may receive cash-based incentives (including rebates and price supports), which are
accounted for as variable consideration. We estimate rebates and price supports based on the expected amount to be provided to
customers and reduce revenues recognized once the performance obligation has been met. Sales commissions are expensed in
cost of goods sold once the performance obligation with the associated sale has been met. We do not have significant changes
in our estimates for variable considerations.
We have deferred revenue of $12.5 million related to contractual commitments with customers for which the
performance obligation will be satisfied over time, which will range from one to ten years. The revenue associated with these
performance obligations is recognized as the obligation is satisfied, which occurs as a volume based metric over time when
control of the product transfers to the customer.
Occasionally, we enter into bill-and-hold contracts, where we invoice the customer for products even though we retain
possession of the products until a point in time in the future when the products will be shipped to the customer. In these
contracts, the primary performance obligation is satisfied at a point in time when the product is segregated from our general
inventory, it is ready for shipment to customer, and we do not have the ability to use the product or direct it to another customer.
Additionally, we have a secondary performance obligation related to custodial costs, including storage and freight, which is
satisfied over time once the product has been delivered to the customer. During the the years ended December 31, 2019 and
2018, we recognized $5.6 million and $7.3 million, respectively, of revenue related to these arrangements.
We disaggregate our revenue by segment product lines, which is how we market our products and review results of
operations. The following tables disaggregate our segment revenue by major product lines:
Revenue
Performance Products
Specialty Polymers
Cariflex
Other
Years Ended December 31,
2019
2018
2017
(In thousands)
$
531,437
$
631,728
$
334,726
186,266
539
408,628
180,814
416
640,313
389,873
168,267
1,223
Polymer Product Line Revenue
$
1,052,968
$
1,221,586
$
1,199,676
F-20
Effective January 1, 2018, results for our Roads and Construction product line have been consolidated into our
Adhesives and Performance Chemicals product lines to better align customer portfolio and end usage. We have adjusted the
presentations for the year ended December 31, 2017 to conform to the respective 2019 and 2018 presentations.
Revenue
Adhesives
Performance Chemicals
Tires
Chemical Product Line Revenue
Contract receivables(1)
Contract liabilities(2)
Years Ended December 31,
2019
2018
2017
(In thousands)
262,941
$
280,867
$
438,146
50,381
461,100
48,122
751,468
$
790,089
$
294,467
416,264
49,955
760,686
December 31, 2019
December 31, 2018
(In thousands)
190,093
12,456
$
$
197,739
13,906
$
$
$
$
____________________________________________________
(1)
(2)
Contract receivables are recorded within receivables, net of allowances on our Consolidated Balance Sheets. This includes $20.4
million of contract receivables related to the Cariflex business recorded as current assets held for sale.
Our contract liability decreased by $1.2 million, as a result of meeting the performance obligation, which was recognized in our
Specialty Polymers product line revenue, and decreased approximately $0.3 million due to the change in currency exchange rates.
4. Assets Held for Sale
On October 30, 2019, we entered into a purchase and sale agreement to sell our Cariflex product line operated by our
Polymer segment for $530.0 million in cash, subject to customary adjustments. This transaction is expected to close in the first
quarter of 2020, subject to customary regulatory approvals and other closing conditions, and we expect to record a gain on the
sale of assets upon closing of the transaction. This product line was deemed to be held for sale and the related assets and
liabilities were classified as such in our December 31, 2019 balance sheet. We will cease depreciation of the related assets
beginning in January 2020. The following are the major classes of assets and liabilities for this business that were reflected in
our balance sheet as assets and liabilities held for sale at December 31, 2019.
ASSETS
Receivables, net of allowances of $51
Inventories of products, net
Inventories of materials and supplies, net
Prepaid expenses
Other current assets
Property, plant, and equipment, less accumulated depreciation of $27,146
Other long-term assets
Long-term operating lease assets, net
Total assets
LIABILITIES
Accounts payable-trade
Other payables and accruals
Long-term operating lease liabilities
Total liabilities
Net assets
The results of operations of this business are not classified as discontinued operations.
F-21
December 31, 2019
(In thousands)
20,397
27,030
965
1,913
1,051
26,891
93
74
78,414
9,180
5,669
3
14,852
63,562
$
$
$
5. Share-Based Compensation
We account for share-based awards under the provisions of ASC 718, Compensation—Stock Compensation, which
established the accounting for share-based awards exchanged for employee services. Accordingly, share-based compensation
cost is measured at the grant date based on the fair value of the award and we expense these costs using the straight-line method
over the requisite service period. Upon adoption of ASU 2016-09, Improvements to Employee Share-Based Payment
Accounting (Topic 817), we now recognize actual forfeitures by reducing the employee share-based compensation expense in
the same period as the forfeitures occur. Share-based compensation expense was approximately $9.5 million, $8.1 million, and
$7.6 million, tax effected by $2.1 million, $1.9 million, and $2.7 million for the years ended December 31, 2019, 2018, and
2017, respectively. Our unrecognized compensation expense related to our share-based awards was as follows as of
December 31, 2019:
Restricted stock awards
Restricted stock units
Performance stock units
Unrecognized
Compensation
Expense
(In thousands)
Weighted Average
Remaining
Recognition Period
$
$
$
1,675
4,993
6,140
0.58
1.61
1.15
2016 Equity and Cash Incentive Plan. On May 18, 2016, our stockholders approved the Kraton Corporation 2016
Equity and Cash Incentive Plan (the “2016 Plan”). Under the 2016 Plan, there are a total of 4,697,702 shares of our common
stock reserved for issuance. As of December 31, 2019 and 2018 there were 2,901,188 and 3,354,625 shares of our common
stock available for issuance under the 2016 Plan, respectively.
2019 Equity Inducement Plan. On April 17, 2019, our stockholders approved the Kraton Corporation 2019 Equity
Inducement Plan (the “Inducement Plan”). Under the Inducement Plan, there are a total of 150,000 shares of our common stock
reserved for issuance. As of December 31, 2019 there were 115,991 shares of our common stock available for issuance under
the Inducement Plan.
Non-qualified Stock Option Activity
Non-qualified option activities for the year ended December 31, 2019 are as follows:
Options
(In thousands)
Weighted Average
Exercise Price
Aggregate
Intrinsic
Value(1)
(In thousands)
Weighted Average
Remaining
Contractual Term
Outstanding at December 31, 2018
Granted
Exercised
Forfeited
Expired
Outstanding and exercisable at December 31, 2019
503
—
(116)
—
—
387
$
$
28.12
—
20.83
—
—
30.31
$
157
2.30
________________________________________________
(1) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the
option as of December 31, 2019.
These options have a ten year term. During the year ended December 31, 2019, net proceeds of $2.4 million were
received from the exercise of stock options.
Options exercised
Total intrinsic value of options exercised
Restricted Stock Awards and Restricted Stock Units
Years Ended December 31,
2019
2018
2017
(In thousands)
$
116
623
$
173
1,050
$
469
11,667
We may grant to certain employees time-vested restricted stock awards and time-vested restricted stock units. Holders
of restricted stock units do not have any beneficial ownership in the common stock underlying the restricted stock units and the
F-22
grant represents an unsecured promise to deliver common stock on a future date. Actual shares of common stock underlying the
restricted stock units will not be issued until the earlier of the passage of the vesting period, a change in control that also results
in the termination of the grantee’s employment, or the death/disability of the participant. We awarded 108,076 and 180,666
restricted stock awards to our employees, which are subject to a three-year cliff vesting, during the years ended December 31,
2018, and 2017, respectively. We issued 23,447, 16,932, and 25,975 restricted stock awards to members of the board of
directors during the years ended December 31, 2019, 2018, and 2017, respectively, which vested on the grant date. We granted
192,214, 32,908, and 40,189 restricted stock units to our employees during the years ended December 31, 2019, 2018, and
2017, respectively, which are subject to a three-year cliff vesting.
The following table represents the non-vested restricted stock awards and restricted stock units granted, vested, and
forfeited during 2019.
Non-vested shares at December 31, 2018
Granted
Vested
Forfeited
Non-vested shares at December 31, 2019
Restricted Stock Awards
Restricted Stock Units
Weighted-
average
Grant-date
Fair Value
28.39
35.78
18.83
38.57
35.25
Weighted-
average
Grant-date
Fair Value
26.22
34.65
17.91
35.69
32.74
Shares
(In thousands)
106
192
(36)
(12)
249
$
$
Shares
(In thousands)
381
23
(161)
(15)
228
$
$
The aggregate intrinsic value was $6.9 million and the weighted average remaining contractual term was 0.97 for
restricted stock units. The intrinsic value of a restricted stock unit is the amount by which the market value of the underlying
restricted stock unit exceeds the grant date value of the restricted stock unit as of December 31, 2019.
The total fair value of shares vested during the years ended December 31, 2019, 2018, and 2017 pursuant to restricted
stock awards and restricted stock units was $6.7 million, $12.4 million, and $7.4 million, respectively.
Performance Share Units
We may grant to certain employees performance share units, which vest after the achievement of performance criteria
and time vesting established at grant. Holders of performance share units do not have any beneficial ownership in the shares of
our common stock underlying the performance share units, and the grant represents an unsecured promise to deliver shares of
our common stock on a future date. The performance share units vest at the end of a three-year period assuming continued
employment and assuming the Company’s achievement of the performance measures established by our compensation
committee when the performance share units were initially granted. When performance share units vest, a number of shares of
our common stock from 0% to 200% of the initial grant amount will be issued, depending on the level of achievement of such
performance measures. We granted 137,508, 109,844, and 163,846 performance share units to our employees during the years
ended December 31, 2019, 2018, and 2017, respectively.
The following table represents the non-vested performance share units granted, vested, and forfeited during 2019.
Non-vested shares at December 31, 2018
Granted
Vested
Forfeited
Non-vested shares at December 31, 2019
Weighted-
average
Grant-date
Fair Value
Aggregate
Intrinsic
Value(1)
(In thousands)
Weighted
Average
Remaining
Contractual
Term
30.18
48.04
19.12
17.40
43.08
$
9,463
1.15
Shares(2)
(In thousands)
436
138
(67)
(129)
378
$
$
________________________________________________
(1) The intrinsic value of a performance share unit is the amount by which the market value of the underlying performance share unit
exceeds the grant date value of the performance share unit as of December 31, 2019.
(2) During the year ended December 31, 2019, the 2016 performance share unit awards vested with an incremental 16,369 shares awarded
based on performance metrics attained.
F-23
The total fair value of shares vested during the years ended December 31, 2019 and 2018 pursuant to performance
share units was $2.4 million and $7.9 million, respectively.
Weighted-Average Assumptions for Performance Share Unit Grant Date Fair Value
For the performance share units granted in 2019, a component of the performance targets was based on relative total
shareholder return over the three-year performance cycle compared to an industry peer group. The weighted average fair value
using a Monte Carlo simulation model and the corresponding weighted average assumptions for the performance share units
granted were as follows:
Risk-free interest rate
Expected dividend yield
Expected volatility
Fair value per performance share award
2019
2018
2017
2.51%
—%
32.2%
60.68
$
2.36%
—%
36.6%
61.30
$
1.55%
—%
37.4%
34.84
$
F-24
6. Detail of Certain Balance Sheet Accounts
Inventories of products:
Finished products
Work in progress
Raw materials
Inventories of products, gross
Inventory reserves
Inventories of products, net
Property, plant, and equipment:
Land
Buildings
Plant and equipment (1)
Construction in progress
Property, plant, and equipment
Less accumulated depreciation
Property, plant, and equipment, net of accumulated depreciation
Intangible assets:
Contractual agreements
Technology
Customer relationships
Tradenames/trademarks
Software
Intangible assets
Less accumulated amortization:
Contractual agreements
Technology
Customer relationships
Tradenames/trademarks
Software
Accumulated amortization
Intangible assets, net of accumulated amortization
December 31,
2019
2018
(In thousands)
$
$
$
$
$
$
255,406
4,589
80,647
340,642
(8,185)
332,457
38,494
182,873
1,270,646
73,124
1,565,137
639,197
925,940
261,923
145,663
60,291
80,638
63,181
611,696
87,576
68,132
38,760
48,162
43,189
285,819
325,877
$
$
$
$
$
$
315,361
5,781
97,550
418,692
(8,052)
410,640
37,799
178,245
1,236,163
87,054
1,539,261
597,785
941,476
262,624
145,698
60,359
80,557
59,448
608,686
65,958
62,019
37,409
42,797
38,465
246,648
362,038
________________________________________________
(1)
Plant and equipment, net of depreciation, includes $3.4 million and $4.1 million of assets related to capital leases as of
December 31, 2019 and December 31, 2018, respectively.
F-25
Other payables and accruals:
Employee related
Short-term operating lease liabilities
Interest payable
Property, plant, and equipment accrual
Customer related
Other
Total other payables and accruals
Other long-term liabilities:
Pension and other postretirement benefits
Long-term tax liability
Deferred income
Other
Total other long-term liabilities
December 31,
2019
2018
(In thousands)
$
$
$
$
25,233
20,908
16,289
13,259
10,329
26,627
112,645
126,386
21,022
11,049
14,503
172,960
$
$
$
$
35,015
—
2,201
10,982
11,441
41,056
100,695
122,194
24,875
23,616
12,208
182,893
Depreciation expense for property, plant, and equipment was approximately $89.9 million, $91.8 million, and $84.5
million for the years ended December 31, 2019, 2018, and 2017, respectively.
Amortization expense for intangible assets was approximately $46.0 million, $49.3 million, and $52.4 million for the
years ended December 31, 2019, 2018, and 2017, respectively. Estimated amortization expense for each of the next five years is
as follows:
December 31:
2020
2021
2022
2023
2024
Amortization
Expense
(In thousands)
$
$
$
$
$
41,815
39,182
37,435
36,445
36,231
F-26
Changes in accumulated other comprehensive income (loss) by component were as follows:
Cumulative
Foreign
Currency
Translation
Cash Flow
Hedges, Net
of Tax
Net
Investment
Hedges, Net
of Tax
(In thousands)
Benefit Plans
Liability, Net
of Tax
Total
Balance at December 31, 2017
$
(9,654) $
4,550
$
(1,926) $ (91,265)
$ (98,295)
Other comprehensive income (loss) before
reclassifications
Amounts reclassified to (income) expense
from accumulated other comprehensive loss
Net other comprehensive income (loss) for the
year
Balance at December 31, 2018
Other comprehensive income (loss) before
reclassifications
Amounts reclassified to income from
accumulated other comprehensive income
Net other comprehensive income (loss) for the
year
Balance at December 31, 2019
(14,439)
1,368
8,079
10,317
5,325
—
(1,996) (2)
—
3,267 (1)
1,271
(14,439)
(24,093)
(628)
3,922
8,079
6,153
13,584
(77,681)
6,596
(91,699)
(5,296)
(6,311)
7,471
(7,071)
(11,207)
—
—
—
(2,889) (1)
(2,889)
(5,296)
(29,389) $
$
(6,311)
(2,389)
7,471
13,624
(9,960)
$ (87,641)
(14,096)
$ (105,795)
$
________________________________________________
(1) The reclassifications from accumulated other comprehensive income (loss) is for the change in benefit plans liability represents
amortization of net actuarial losses and prior service costs. These costs are allocated between cost of goods sold, selling, general, and
administrative and research and development expenses in the Consolidated Statement of Operations. See Note 13 Employee Benefits for
further information related to net periodic benefit cost for pension and other post-retirement benefit plans.
(2) The reclassifications from accumulated other comprehensive income (loss) is related to the exit of interest rate swaps related to
prepayments under our U.S. dollar denominated tranche (the “USD Tranche”). These costs are recorded in loss on extinguishment of
debt in the Consolidated Statement of Operations.
7. Earnings per Share (“EPS”)
Basic EPS is computed by dividing net income attributable to Kraton by the weighted-average number of shares
outstanding during the period. Diluted EPS is computed by dividing net income attributable to Kraton by the diluted weighted-
average number of shares outstanding during the period and, accordingly, reflects the potential dilution that could occur if
securities or other agreements to issue common stock, such as stock options, were exercised, settled, or converted into common
stock and were dilutive. The diluted weighted-average number of shares used in our diluted EPS calculation is determined
using the treasury stock method.
Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our
restricted stock awards are considered to be participating securities and therefore the two-class method is used for purposes of
calculating EPS. Under the two-class method, a portion of net income is allocated to these participating securities and therefore
is excluded from the calculation of EPS allocated to common stock. These shares are subject to forfeiture and restrictions on
transfer until vested and have identical voting, income, and distribution rights to the unrestricted common shares outstanding.
We withheld 82,721, 140,064, and 68,815 shares of restricted stock upon vesting to satisfy employee payroll tax
withholding requirements for the years ended December 31, 2019, 2018, and 2017, respectively. We immediately retired all
shares withheld and the transactions were reflected in additional paid in capital and retained earnings in the Consolidated
Statements of Changes in Equity and as a purchase of treasury stock in the Consolidated Statements of Cash Flows.
The computation of diluted EPS excludes the effect of performance share units for which the performance
contingencies had not been met as of the reporting date, amounting to 378,084, 436,370, and 585,838 units at December 31,
2019, 2018, and 2017, respectively.
The computation of diluted earnings per share excludes the effect of the potential exercise of stock options that are
anti-dilutive, amounting to 309,476 and 431,627 options for the years ended December 31, 2019 and 2018, respectively. We did
not exclude any options for the year ended December 31, 2017.
F-27
The calculations of basic and diluted EPS are as follows:
Basic:
As reported
Amounts allocated to unvested restricted shares
Amounts available to common stockholders
Diluted:
Amounts allocated to unvested restricted shares
Non participating share units
Stock options added under the treasury stock method
Amounts reallocated to unvested restricted shares
Amounts available to stockholders and assumed conversions
Basic:
As reported
Amounts allocated to unvested restricted shares
Amounts available to common stockholders
Diluted:
Amounts allocated to unvested restricted shares
Non participating share units
Stock options added under the treasury stock method
Amounts reallocated to unvested restricted shares
Amounts available to stockholders and assumed conversions
Basic:
As reported
Amounts allocated to unvested restricted shares
Amounts available to common stockholders
Diluted:
Amounts allocated to unvested restricted shares
Non participating share units
Stock options added under the treasury stock method
Amounts reallocated to unvested restricted shares
Amounts available to stockholders and assumed conversions
F-28
Year Ended December 31, 2019
Net
Income
Attributable
to Kraton
Weighted
Average
Shares
Outstanding
Earnings
Per
Share
(In thousands, except per share data)
$
51,305
(399)
50,906
399
(395)
50,910
$
31,828
(247)
31,581
247
259
41
(247)
31,881
$
1.61
$
1.60
Year Ended December 31, 2018
Net
Income
Attributable
to Kraton
Weighted
Average
Shares
Outstanding
Earnings
Per
Share
(In thousands, except per share data)
$
67,015
(972)
66,043
972
(961)
66,054
$
31,878
(462)
31,416
462
168
205
(462)
31,789
$
2.10
$
2.08
Year Ended December 31, 2017
Net
Income
Attributable
to Kraton
Weighted
Average
Shares
Outstanding
Earnings
Per
Share
(In thousands, except per share data)
$
97,549
(1,832)
95,717
1,832
(1,804)
95,745
$
31,241
(587)
30,654
587
170
316
(587)
31,140
$
3.12
$
3.07
Share Repurchase Program. In February 2019, we announced a repurchase program for up to $50.0 million of the
Company's common stock by March 2021. Repurchases may be made at management's discretion from time to time through
privately-negotiated transactions, in the open market, or through broker-negotiated purchases in compliance with applicable
securities law, including through a 10b5-1 Plan. The repurchase program may be suspended for periods or discontinued at any
time, and the amount and timing of the repurchases are subject to a number of factors, including Kraton's stock price. During
the year ended December 31, 2019, we repurchased 311,152 shares of our common stock at an average price of $32.14 per
share and a total cost of $10.0 million. We are not obligated to acquire any specific number of shares of our common stock.
8. Long-Term Debt
Long-term debt consists of the following:
December 31, 2019
December 31, 2018
Principal
Discount
Debt
Issuance
Cost
Total
Principal
Discount
(In thousands)
Debt
Issuance
Cost
Total
$ 290,000
$
(5,057) $
(6,985) $ 277,958
$ 362,000
$
(7,395) $
(10,171) $ 344,434
USD Tranche
Euro Tranche
7.0% Senior Notes
5.25% Senior Notes
ABL Facility
277,134
394,750
325,378
—
KFPC Loan Agreement
82,375
KFPC Revolving Credit
Facilities
Capital lease obligation
20,010
1,015
—
—
—
—
—
—
—
(3,237)
(5,846)
(4,879)
—
(33)
—
—
273,897
388,904
320,499
—
342,900
399,060
331,470
5,000
82,342
112,489
20,010
1,015
13,012
1,184
—
—
—
—
—
—
—
(4,711)
(6,622)
(5,503)
—
(94)
—
—
338,189
392,438
325,967
5,000
112,395
13,012
1,184
Total debt
1,390,662
(5,057)
(20,980)
1,364,625
1,567,115
(7,395)
(27,101)
1,532,619
Less current portion
of total debt
53,139
—
—
53,139
45,321
—
—
45,321
Long-term debt
$ 1,337,523
$
(5,057) $
(20,980) $ 1,311,486
$ 1,521,794
$
(7,395) $
(27,101) $ 1,487,298
Senior Secured Term Loan Facility. As of December 31, 2019, we had outstanding borrowings under the USD Tranche
of our senior secured term loan facility (the “Term Loan Facility”) of $290.0 million and outstanding borrowings under the
Euro denominated tranche (the “Euro Tranche”) of the Term Loan Facility of €247.0 million, or approximately $277.1 million.
Our USD Tranche interest rate applicable margin is 2.5% and our alternative base rate applicable margin is 1.5%. The Euro
Tranche interest rate applicable margin is 2.0%. Our Term Loan Facility will mature on March 8, 2025.
As of the date of this filing, the effective interest rate for the USD Tranche is 4.3% and the effective interest rate for
the Euro Tranche is 2.8%. The Term Loan Facility contains a number of customary affirmative and negative covenants and we
were in compliance with those covenants as of the date of this filing.
7.0% Senior Notes due 2025. Kraton Polymers LLC and its wholly-owned financing subsidiary Kraton Polymers
Capital Corporation issued $400.0 million aggregate principal amount of 7.0% Senior Notes due 2025 (the “7.0% Senior
Notes”) in March 2017, which mature on April 15, 2025. The 7.0% Senior Notes are general unsecured, senior obligations, and
are unconditionally guaranteed on a senior unsecured basis by each of Kraton Corporation and certain of our wholly-owned
domestic subsidiaries. We pay interest on the Senior Notes at 7.0% per annum, semi-annually in arrears on January 15 and July
15 of each year.
On December 6, 2018 we commenced a repurchase program for up to $20.0 million of our 7.0% Senior Notes.
Purchases under the program may take place from time to time in the open market and through privately negotiated
transactions, including pursuant to a 10b5-1 Plan. During the year ended December 31, 2019, we repurchased $4.3 million of
our 7.0% Senior Notes. The repurchase program ended March 4, 2019.
5.25% Senior Notes due 2026. Kraton Polymers LLC and its wholly-owned financing subsidiary Kraton Polymers
Capital Corporation issued €290.0 million, or approximately $325.4 million, aggregate principal amount of 5.25% Senior Notes
due 2026 (the “5.25% Senior Notes”) in May 2018, which mature on May 15, 2026. The 5.25% Senior Notes are general
unsecured, senior obligations, and are unconditionally guaranteed on a senior unsecured basis by each of Kraton Corporation
and certain of our wholly-owned domestic subsidiaries. We pay interest on the Senior Notes at 5.25% per annum, semi-
annually in arrears on May 15 and November 15 of each year.
F-29
ABL Facility. Our asset-based revolving credit facility provides financing of up to $250.0 million (the “ABL
Facility”). The ABL Facility also provides that we have the right at any time to request up to $100.0 million of additional
commitments, provided that we satisfy certain additional conditions. We had no outstanding borrowings under the ABL Facility
as of December 31, 2019. The ABL Facility matures on January 6, 2021.
Borrowing availability under the ABL Facility is subject to borrowing base limitations based on the level of
receivables and inventory available for security. Revolver commitments under the ABL Facility consist of U.S. and Dutch
revolving credit facility commitments, and the terms of the ABL Facility require the U.S. revolver commitment comprises at
least 60.0% of the commitments under the ABL Facility. The ABL Facility contains a number of customary affirmative and
negative covenants and we were in compliance with those covenants as of the date of this filing.
KFPC Loan Agreement. As of December 31, 2019, NTD 2.5 billion, or approximately $82.4 million, was drawn on
KFPC's syndicated loan agreement (the “KFPC Loan Agreement”). For the year ended December 31, 2019, the effective
interest rate for borrowings on the KFPC Loan Agreement was 1.8%. The KFPC Loan Agreement contains certain financial
covenants that change during the term of the KFPC Loan Agreement. KFPC was in compliance with those covenants as of the
date of this filing. Additionally, due to a waiver received from the majority of lenders, we are no longer subject to the remaining
2019 financial covenants. In each case, these covenants are calculated and tested on an annual basis at December 31st each year.
The KFPC Loan Agreement originally matured on January 17, 2020. During the year ended December 31, 2019, in
accordance with the terms of the KFPC Loan Agreement, KFPC elected and the lender syndicate approved an extension for an
additional two years to January 17, 2022.
KFPC Revolving Facilities. KFPC also has four revolving credit facilities (the “KFPC Revolving Facilities”) to
provide funding for working capital requirements and/or general corporate purposes, which allow for total borrowings of up to
NTD 2.2 billion, or approximately $71.8 million. All of the KFPC Revolving Facilities are subject to variable interest rates. As
of December 31, 2019, NTD 600.0 million, or approximately $20.0 million, was drawn on the KFPC Revolving Facilities.
Debt Issuance Costs. We capitalize debt issuance costs related to issuing long-term debt and amortize these costs using
the effective interest method, except for costs related to revolving debt, which are amortized using the straight-line method.
Amortization is recorded as a component of interest expense and the accelerated write-off of debt issuance costs in connection
with refinancing activities are recorded as a component of loss on extinguishment of debt.
We recorded a $3.5 million loss on extinguishment of debt during the year ended December 31, 2019, which includes
a write off of $2.5 million related to previously capitalized deferred financing costs on our Term Loan Facility and 7.0% Senior
Notes and a write off of $1.3 million related to original issue discount on our Term Loan Facility. These write offs were
partially offset by a $0.3 million gain resulting from our repurchase of 7.0% Senior Notes.
We recorded a $79.9 million loss on extinguishment of debt during the year ended December 31, 2018, which includes
a write off of $18.7 million related to previously capitalized deferred financing costs, a write off of $17.4 million related to
original issue discount on our Term Loan Facility, and a $46.4 million related to the cash tender offer and subsequent
redemption of the outstanding 10.5% Senior Notes, all of which was partially offset by a $2.6 million gain on the settlement of
the ineffective portion of interest rate swaps.
In connection with our January 2017 repricing of our USD Tranche and our offering of 7.0% Senior Notes in March
2017, we deferred $2.0 million and $7.8 million of debt issuance costs, respectively. In connection with our August 2017
repricing of our USD Tranche and borrowings under our Euro Tranche, we deferred $1.3 million and $3.9 million of debt
issuance costs, respectively. We recorded a $33.7 million loss on extinguishment of debt related to previously capitalized
deferred financing costs and original issue discount on our Term Loan Facility in connection with our $758.0 million pay down
of our Term Loan Facility during the year ended December 31, 2017.
We had net debt issuance cost of $22.2 million as of December 31, 2019, of which $1.2 million related to our ABL
Facility is recorded in other current assets and $21.0 million is recorded as a reduction to long-term debt. We had net debt
issuance cost of $29.4 million as of December 31, 2018, of which $2.3 million related to our ABL Facility which is recorded as
an asset (of which $1.2 million was included in other current assets) and $27.1 million is recorded as a reduction to long-term
debt. We amortized $4.7 million, $5.8 million, and $8.4 million during the years ended December 31, 2019, 2018, and 2017,
respectively.
F-30
Debt Maturities. The principal payments on our outstanding total debt as of December 31, 2019, are as follows:
December 31:
2020
2021
2022
2023
2024
Thereafter
Total debt
Principal
Payments
(In thousands)
$
$
53,139
33,140
16,677
215
229
1,287,262
1,390,662
See Note 9 Fair Value Measurements, Financial Instruments, and Credit Risk to the consolidated financial statements
for fair value information related to our long-term debt.
9. Fair Value Measurements, Financial Instruments, and Credit Risk
ASC 820, “Fair Value Measurements and Disclosures” defines fair value, establishes a consistent framework for
measuring fair value and expands disclosure requirements about fair value measurements. ASC 820 requires entities to, among
other things, maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an
exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market
participants on the measurement date.
ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are
observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable
inputs reflect our market assumptions.
In accordance with ASC 820, these two types of inputs have created the following fair value hierarchy:
•
•
Level 1—Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets;
Quoted prices for similar assets or liabilities in active markets;
Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly, for substantially the full term of the asset or liability, including:
•
•
•
•
Inputs that are derived principally from or corroborated by observable market data by correlation or
other means; and
Quoted prices for identical or similar assets or liabilities in markets that are not active;
Inputs other than quoted prices that is observable for the asset or liability; and
•
Level 3—Inputs that are unobservable and reflect our assumptions used in pricing the asset or liability based
on the best information available under the circumstances (e.g., internally derived assumptions surrounding
the timing and amount of expected cash flows).
F-31
Recurring Fair Value Measurements. The following tables set forth by level within the fair value hierarchy our
financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2019 and
December 31, 2018, respectively. These financial assets and liabilities are classified in their entirety based on the lowest level
of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair
value measurement requires judgment, and may affect the valuation of their fair value and their placement within the fair value
hierarchy.
Balance Sheet Location
December 31, 2019
Fair Value Measurements at Reporting
Date Using
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
(In thousands)
Significant Other
Observable Inputs
(Level 2)
Derivative asset – current
Other current assets
Derivative asset – noncurrent
Other long-term assets
Retirement plan asset—noncurrent
Other long-term assets
Derivative liability – current
Other payables and accruals
Total
$
$
14
32
2,547
(170)
2,423
$
$
— $
—
2,547
—
2,547
$
14
32
—
(170)
(124)
Balance Sheet Location
December 31, 2018
Fair Value Measurements at Reporting
Date Using
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
(In thousands)
Significant Other
Observable Inputs
(Level 2)
Derivative asset – current
Other current assets
Derivative asset – noncurrent
Other long-term assets
Retirement plan asset—noncurrent
Other long-term assets
Derivative liability – current
Total
Other payables and accruals
$
$
1,558
$
— $
3,635
2,485
(13)
7,665
$
—
2,485
—
2,485
$
1,558
3,635
—
(13)
5,180
The use of derivatives creates exposure to credit risk relating to potential losses that could be recognized in the event
that the counterparties to these instruments fail to perform their obligations under the contracts. We seek to minimize this risk
by limiting our counterparties to major financial institutions with acceptable credit ratings and monitoring the total value of
positions with individual counterparties. In the event of a default by one of our counterparties, we may not receive payments
provided for under the terms of our derivatives.
Nonrecurring Fair Value Measurements. Our long-lived assets, such as property, plant, and equipment, and
purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances
indicate that their carrying value may not be recoverable. When impairment has occurred, such long-lived assets are written
down to fair value.
During the year ended December 31, 2019, we impaired $0.8 million of certain assets, of which $0.5 million related to
an expansion project in our Polymer segment. During the year ended December 31, 2018, we impaired certain assets totaling
$2.2 million, largely related to the impact of Hurricane Michael in our Chemical segment.
The following table presents the carrying values and approximate fair values of our debt.
F-32
December 31, 2019
December 31, 2018
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
(In thousands)
USD Tranche (significant other observable inputs – level 2)
Euro Tranche (significant other observable inputs – level 2)
7.0% Senior Notes (quoted prices in active market for
identical assets – level 1)
5.25% Senior Notes (quoted prices in active market for
identical assets – level 1)
ABL Facility (significant other observable inputs – level 2)
Capital lease obligation (significant other observable inputs –
level 2)
KFPC Loan Agreement (significant unobservable inputs –
level 3)
KFPC Revolving Credit Facilities (significant unobservable
inputs – level 3)
$
$
$
$
$
$
$
$
290,000
277,134
394,750
325,378
$
$
$
$
290,183
277,827
406,214
338,364
$
$
$
$
362,000
342,900
399,060
$
$
$
352,498
338,830
369,561
— $
299,125
— $
— $
5,000
1,015
82,375
20,010
$
$
$
1,015
82,375
20,010
$
$
$
1,184
112,489
13,012
$
$
$
$
5,000
1,184
112,489
13,012
The ABL Facility, Capital lease obligation, KFPC Loan Agreement, and KFPC Revolving Facilities are variable rate
instruments, and as such, the fair value approximates the carrying value.
Financial Instruments
Interest Rate Swap Agreements. Periodically, we enter into interest rate swap agreements to hedge or otherwise protect
against interest rate fluctuations on a portion of our variable rate debt. These interest rate swap agreements are designated as
cash flow hedges on our exposure to the variability of future cash flows.
In an effort to convert a substantial portion of our future interest payments pursuant to the USD Tranche to a fixed
interest rate, in February and March 2016 we entered into a series of interest rate swap agreements with an aggregate notional
value of $925.4 million, effective dates of January 3, 2017 and maturity dates of December 31, 2020. Based on debt
repayments, we have exited a portion of the interest rate swap agreements originally entered into in 2017. As a result, at
December 31, 2019 the total notional value of our interest rate swaps was $290.0 million, fixing LIBOR at 1.608%. We
recorded an unrealized loss of $5.1 million and an unrealized gain of $2.3 million for the years ended December 31, 2019 and
2018, respectively, in accumulated other comprehensive income (loss) in the Consolidated Balance Sheets related to the
effective portion of these interest rate swap agreements. In addition, we reclassified out of other comprehensive income the
settlement of a portion of our interest rate swap that amounted to a $2.6 million gain for the year ended December 31, 2018.
Foreign Currency Hedges. Periodically, we enter into foreign currency agreements to hedge or otherwise protect
against fluctuations in foreign currency exchange rates. These agreements do not qualify for hedge accounting and gains/losses
resulting from both the up-front premiums and/or settlement of the hedges at expiration of the agreements are recognized in the
period in which they are incurred. We settled these hedges and recorded a loss of $4.0 million, $1.1 million, and $0.9 million
for the years ended December 31, 2019, 2018, and 2017, respectively, which are recorded in cost of goods sold in the
Consolidated Statement of Operations. These contracts are structured such that these gains/losses from the mark-to-market
impact of the hedging instruments materially offset the underlying foreign currency exchange gains/losses to reduce the overall
impact of foreign currency exchange movements throughout the period.
Net Investment Hedge. During the year ended December 31, 2019, we designated €290.0 million of euro-denominated
borrowing as a hedge against a portion of our net investment in the Company's European operations. The mark to market of this
instrument was a gain of $6.1 million and $10.5 million for the year ended December 31, 2019 and 2018, respectively, which is
recorded within accumulated other comprehensive income (loss) in the Consolidated Balance Sheets.
Credit Risk
The use of derivatives creates exposure to credit risk in the event that the counterparties to these instruments fail to
perform their obligations under the contracts, which we seek to minimize by limiting our counterparties to major financial
institutions with acceptable credit ratings and by monitoring the total value of positions with individual counterparties.
We analyze our counterparties’ financial condition prior to extending credit and we establish credit limits and monitor
the appropriateness of those limits on an ongoing basis. We also obtain cash, letters of credit, or other acceptable forms of
security from customers to provide credit support, where appropriate, based on our financial analysis of the customer and the
contractual terms and conditions applicable to each transaction.
F-33
10. Restructuring Charges
During the three months ended March 31, 2017, we announced plans to stop producing USBC product grades in
Paulinia, Brazil, and streamline production for producing CariflexTM polyisoprene latex. We recorded $0.5 million and $1.7
million of costs during the years ended December 31, 2019 and 2018, respectively. These charges were related to disposal of
fixed assets for the year ended December 31, 2019. For the year ended December 31, 2018, these charges were related to
severance and third party costs, which were primarily recorded in cost of goods sold.
For the years ended December 31, 2019, 2018, and 2017, restructuring and restructuring-related expenses amounted to
$1.3 million, $3.0 million, and $7.5 million, respectively.
11. Income Taxes
Income taxes are recorded utilizing an asset and liability approach. This method gives consideration to the future tax
consequences associated with the differences between the financial accounting and tax basis of the assets and liabilities as well
as the ultimate realization of any deferred tax asset resulting from such differences.
The provision for income taxes is comprised of the following:
Current tax benefit (expense):
U.S.
Foreign
Current tax benefit (expense)
Deferred tax benefit (expense):
U.S.
Foreign
Deferred tax benefit (expense)
Income tax benefit (expense)
Income (loss) before income taxes is comprised of the following:
Income (loss) before income taxes:
U.S.
Foreign
Income before income taxes
Years Ended December 31,
2019
2018
2017
(In thousands)
$
13,968
(2,314)
11,654
(22,158) $
(7,903)
(30,061)
(522)
(7,598)
(8,120)
(1,621)
1,780
159
11,813
$
18,868
7,619
26,487
(3,574) $
57,248
8,756
66,004
57,884
Years Ended December 31,
2019
2018
2017
(In thousands)
1,998
42,006
44,004
$
$
10,605
63,490
74,095
$
$
(17,177)
51,939
34,762
$
$
$
$
F-34
The provision for income taxes differs from the amount computed by applying the U.S. corporate statutory income tax
rate to income (loss) before income taxes for the reasons set forth below:
Income taxes at the statutory rate
Foreign tax rate differential
State taxes, net of federal benefit
Permanent differences
Tax credits
Alternative minimum tax
Uncertain tax positions
Valuation allowance
Deferred tax rate change and transition tax
U.S. minimum tax on foreign entities
Other
Effective tax rate
Years Ended December 31,
2019
(21.0)%
5.1
(0.1)
8.7
3.6
—
40.3
10.6
(7.7)
(17.8)
5.1
26.8 %
2018
(21.0)%
15.3
(0.5)
10.9
(0.1)
—
(8.3)
8.8
14.4
(16.2)
(8.0)
(4.7)%
2017
(35.0)%
45.8
1.1
26.7
7.6
(7.6)
1.8
(4.8)
—
140.1
(9.1)
166.6 %
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as net operating loss and tax
credit carryforwards. The tax effects of temporary differences are comprised of the following:
Deferred tax assets:
Net operating loss carryforwards
Interest carryforwards
Tax credit carryforwards
Inventory
Benefit plans accrual
Operating leases
Other accruals and reserves
Valuation allowance for deferred tax assets
Deferred tax assets
Deferred tax liabilities:
Property, plant, and equipment
Intangible assets
Operating leases
Investment in subsidiaries
Deferred tax liabilities
Net deferred tax liabilities
Net deferred tax liabilities consist of:
Non-current deferred tax assets
Non-current deferred tax liabilities
Net deferred tax liabilities
F-35
December 31,
2019
2018
(In thousands)
49,634
30,429
10,301
8,100
25,219
17,543
4,782
(38,440)
107,568
112,454
76,293
16,842
18,356
223,945
116,377
$
$
60,718
26,615
8,261
6,760
26,027
—
4,739
(42,489)
90,631
105,097
84,571
—
18,356
208,024
117,393
December 31,
2019
2018
(In thousands)
8,863
125,240
116,377
$
$
10,434
127,827
117,393
$
$
$
$
Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will
not be realized. We consider all available material evidence, both positive and negative, in assessing the appropriateness of a
valuation allowance for our deferred tax assets. In determining whether a valuation allowance is required during the period, we
evaluate primarily (a) cumulative earnings and losses in recent years, (b) historical taxable income or losses as it relates to our
ability to utilize operating loss and tax credit carryforwards within the expiration period, (c) trends indicating earnings or losses
expected in future years along with our ability in prior years to reasonably project these future trends or operating results, (d)
length of the carryback and carryforward period, and (e) prudent and feasible tax-planning strategies, particularly related to
operational changes and the impact on the timing or taxability of relative amounts.
As of December 31, 2019 and December 31, 2018, a valuation allowance of $38.4 million and $42.5 million,
respectively, has been provided for net operating loss carryforwards and other deferred tax assets. We decreased our valuation
allowance by $4.0 million during the year ended December 31, 2019, which includes a $3.9 million decrease primarily related
to deferred tax rate changes and the utilization of net operating loss carryforwards in France and the United Kingdom, a $0.7
million decrease related to utilization of net operating loss carryforwards in the U.S., and a $0.6 million increase related to
changes in other comprehensive income (loss). We decreased our valuation allowance by $8.8 million during the year ended
December 31, 2018, which includes a $4.3 million decrease primarily related to deferred tax rate changes and the utilization of
net operating loss carryforwards in France and the United Kingdom, a $2.2 million decrease related to utilization of foreign tax
credits and net operating loss carryforwards in the U.S., and a $2.3 million decrease related to changes in other comprehensive
income (loss). We consider the reversal of deferred tax liabilities within the net operating loss carryforward period, projected
future taxable income and tax planning strategies in making this assessment.
For the period ending December 31, 2019, a portion of the unremitted foreign earnings are permanently reinvested in
the corresponding country of origin. Accordingly, we have not provided deferred taxes for the differences between the book
basis and underlying tax basis in those subsidiaries or on the foreign currency translation adjustment amounts related to such
operations.
As of December 31, 2019, we had $198.2 million of net operating loss carryforwards, of which $132.2 million relates
to foreign jurisdictions and $66.0 million relates to the U.S., which will expire beginning in 2024 through 2037, if not utilized.
We expect to generate sufficient taxable income in future years that will allow utilization of the portion of the net operating loss
carryforwards for which no valuation allowance has been provided.
We file income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. For our U.S.
federal income tax returns, the statute of limitations has expired through the tax year ended December 31, 2003. As a result of
net operating loss carryforwards from 2004, the statute remains open for all years subsequent to 2003. In addition, open tax
years for state and foreign jurisdictions remain subject to examination.
We recognize the tax impact of certain tax positions only when it is more likely than not those such positions are
sustainable. The taxes are recorded in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes, which
prescribes the minimum recognition threshold.
As of December 31, 2019 and December 31, 2018, we had $11.3 million and $29.6 million, respectively, of
unrecognized tax benefits related to uncertain foreign tax positions, all of which, if recognized, would impact our effective tax
rate. For the years ending December 31, 2019, 2018, and 2017, we recorded $(4.1) million, $1.5 million, and $1.2 million in
penalties and interest related to unrecognized tax benefits within the provision for income taxes. As of December 31, 2019 and
December 31, 2018, we had $2.1 million and $6.3 million of penalties and interest included in the total unrecognized tax
benefits. As a result of the expiration of statute of limitations in various jurisdictions, we expect to release a $4.3 million
reserve within one year.
The following presents a roll forward of our unrecognized tax benefits including associated interest and penalties.
Balance at January 1
Increase in current year tax positions
Increase in prior year tax positions
Decrease in prior year tax positions
Lapse of statute of limitations
Balance at December 31
F-36
December 31,
2019
2018
(In thousands)
$
29,603
$
24,421
185
710
(18,143)
(1,061)
11,294
$
5,332
1,442
(5)
(1,587)
29,603
$
The Tax Cuts and Jobs Act enacted on December 22, 2017 (the “Tax Act”) introduced significant changes to U.S.
income tax law. Effective 2018, the Tax Act reduced the U.S. statutory tax rate from 35.0% to 21.0% and created new taxes on
certain foreign-sourced earnings and certain related-party payments.
One-time transition tax
The Tax Act required us to pay U.S. income taxes on accumulated foreign subsidiary earnings not previously subject
to U.S. income tax at a rate of 15.5% to the extent of foreign cash and certain other net current assets and 8.0% on the
remaining earnings. Related to the 2017 tax year, we recorded a $15.7 million one-time transitional tax liability. For the period
ending December 31, 2019, we completed our analysis based on legislative updates relating to the Tax Act and made no
adjustments to the provisional amounts previously recorded.
Deferred tax effects
Due to the change in the statutory tax rate from the Tax Act, we remeasured our deferred taxes as of December 31,
2017 to reflect the reduced rate that will apply in future periods when these deferred taxes are settled or realized. We
recognized a deferred tax benefit of $95.0 million, of which $68.9 million relates to the reduction of the U.S. statutory tax rate
from 35.0% to 21.0% for years after 2017 and the remaining relates to changes in our investments in foreign subsidiaries. As of
December 31, 2018, we completed our analysis based on legislative updates relating to the Tax Act and made no adjustments to
the provisional amounts previously recorded.
12. Commitments and Contingencies
(a) Lease Commitments - accounted for under ASC 842, Leases
All of our lease ROU assets and lease liabilities are related to operating leases, where the lease term exceeds one year.
Our operating leases are generally for railcars, office space, and equipment used to conduct our operations. We currently have
no finance leases as that term is defined under ASC 842. These leases were discounted using a rate of 3.125%, which is based
on a weighted average borrowing rate of specific debt. Non-variable lease costs include the amortization of the asset recorded
on a straight-line basis. Variable lease components are non-index based payments based on performance or usage of the
underlying asset. We have no material lessor or sublease income.
The components of lease cost for operating leases are as follows:
Lease cost
Variable lease cost
Operating lease expense
Year Ended December 31, 2019
(In thousands)
$
$
23,093
543
23,636
The operating lease liabilities on a discounted basis arising from obtaining ROU assets as of December 31, 2019 were
comprised as follows:
Leased Asset Class
Polymer
Chemical
Percentage
Average Months
Remaining on
the Lease
Weighted
Average in
Months
Railcars
Buildings
Equipment
Land
Other
Total
(in thousands)
$
1,676
$
21,946
29,181
3,338
6,916
712
$
41,823
$
8,357
9,864
42
5,500
45,709
27.0%
42.9%
15.1%
7.9%
7.1%
44
36
36
380
19
11.8
15.6
5.5
30.2
1.3
64.4
F-37
The following tables show the undiscounted cash flows for the operating lease liabilities.
2020
2021
2022
2023
2024
Thereafter
Total undiscounted operating lease liabilities
Present value discount
Foreign currency and other
Total discounted operating lease liabilities
2019
2020
2021
2022
2023
Thereafter
Total undiscounted operating lease liabilities
(b) Environmental and Safety Matters
December 31, 2019
(In thousands)
$
$
23,310
17,629
13,087
9,665
6,264
27,860
97,815
(10,400)
117
87,532
December 31, 2018
(In thousands)
$
$
19,065
16,891
12,385
8,284
5,137
8,498
70,260
Our finished products are not generally classified as hazardous under U.S. environmental laws. However, our
operations involve the handling, transportation, treatment, and disposal of potentially hazardous materials that are extensively
regulated by environmental, health and safety laws, regulations, and permit requirements. Environmental permits required for
our operations are subject to periodic renewal and can be revoked or modified for cause or when new or revised environmental
requirements are implemented. Changing and increasingly stringent environmental requirements can affect the manufacturing,
handling, processing, distribution and use of our chemical products and the raw materials used to produce such products and, if
so affected, our business and operations may be materially and adversely affected. In addition, changes in environmental
requirements can cause us to incur substantial costs in upgrading or redesigning our facilities and processes, including waste
treatment, disposal, and other waste handling practices and equipment.
We conduct environmental management programs designed to maintain compliance with applicable environmental
requirements at all of our facilities. We routinely conduct inspection and surveillance programs designed to detect and respond
to leaks or spills of regulated hazardous substances and to identify and correct identified regulatory deficiencies. However, a
business risk inherent with chemical operations is the potential for personal injury and property damage claims from
employees, contractors and their employees, and nearby landowners and occupants. While we believe our business operations
and facilities generally are operated in compliance, in all material respects, with all applicable environmental and health and
safety requirements, we cannot be sure that past practices or future operations will not result in material claims or regulatory
action, require material environmental expenditures, or result in exposure or injury claims by employees, contractors and their
employees, and the public. Some risk of environmental costs and liabilities are inherent in our operations and products, as it is
with other companies engaged in similar businesses.
Our Paulinia, Brazil, and Belpre, Ohio, facilities are subject to a number of actual and/or potential environmental
liabilities primarily relating to contamination caused by former operations at those facilities. Some environmental laws could
impose on us the entire costs of cleanup regardless of fault, legality of the original disposal, or ownership of the disposal site. In
some cases, the governmental entity with jurisdiction could seek an assessment for damage to the natural resources caused by
contamination from those sites. Shell Chemicals has agreed, subject to certain limitations, in time and amounts, to indemnify us
against most environmental liabilities related to the acquired facilities that arise from conditions existing prior to the closing.
F-38
We had no material operating expenditures for environmental fines, penalties, government imposed remedial, or
corrective actions in each of the years ended December 31, 2019, 2018, and 2017, respectively.
As of December 31, 2019 and 2018, we have recorded an environment obligation and corresponding receivable of
$2.7 million and $2.9 million, respectively, relating to an indemnification agreement with International Paper, our Chemical
segment's former owner.
(c) Legal Proceedings
We received an initial notice from the tax authorities in Brazil during the fourth quarter of 2012 in connection with tax
credits that were generated from the purchase of certain goods which were subsequently applied by us against taxes owed. The
tax authorities are currently assessing R$9.6 million, or approximately $2.4 million. We have appealed the assertion by the tax
authorities in Brazil that the goods purchased were not eligible to earn the credits. While the outcome of this proceeding cannot
be predicted with certainty, we do not expect this matter to have a material adverse effect upon our financial position, results of
operations, or cash flows.
We and certain of our subsidiaries, from time to time, are parties to various other legal proceedings, claims, and
disputes that have arisen in the ordinary course of business. These claims may involve significant amounts, some of which
would not be covered by insurance. A substantial settlement payment or judgment in excess of our accruals could have a
material adverse effect on our financial position, results of operations or cash flows. While the outcome of these proceedings
cannot be predicted with certainty, we do not expect any of these existing matters, individually or in the aggregate, to have a
material adverse effect upon our financial position, results of operations or cash flows.
(d) Asset Retirement Obligations (“ARO”)
The changes in the aggregate carrying amount of our ARO liability are as follows:
December 31,
2019
2018
Beginning balance
Additional accruals
Accretion expense
Obligations settled
Foreign currency translation
Ending balance
$
$
$
(In thousands)
5,703
772
343
(206)
(89)
6,523
$
5,712
—
330
(91)
(248)
5,703
In the third quarter of 2019, the Company recorded an ARO of $0.8 million related to the decommissioning of certain
assets related to isosteric production at its Dover, Ohio facility.
Pursuant to the indemnity included in the February 2001 separation agreement from Shell Chemical, we recorded a
receivable of $0.2 million as of December 31, 2018.
F-39
13. Employee Benefits
(a) Pension Plans.
U.S. Retirement Benefit Plan. We have two U.S. noncontributory defined benefit pension plans (“U.S. Pension
Plans”). Our Polymer segment U.S. Pension Plans covers all salaried and hourly wage employees in the U.S. who were
employed by us on or before December 31, 2005. Employees who began their employment with us after December 31, 2005
are not covered by our Pension Plans. The benefits under the Pension Plans are based primarily on years of service and
employees’ pay near retirement. For our employees who were employed as of March 1, 2001 and who: (1) were previously
employed by Shell Chemicals; and (2) elected to transfer their pension assets to us, we consider the total combined Shell
Chemicals and Kraton service when calculating the employee’s pension benefit. For those employees who: (1) elected to retire
from Shell Chemicals; or (2) elected not to transfer their pension benefit, only Kraton service (since March 1, 2001) is
considered when calculating benefits. Our Chemical segment U.S. Pension Plans cover all U.S. employees hired prior to July
2004 and certain retirees of the Company participate in International Paper’s defined benefit pension plans. International Paper
remains responsible for all benefits related to years of service prior to December 31, 2007. The Company implemented its own
defined benefit pension plan for then eligible U.S. employees on March 1, 2007.
Based on the funded status and a related change in accrued pension obligations we reported a decrease in our
accumulated other comprehensive income (loss) of approximately $0.1 million and $1.6 million as of December 31, 2019 and
2018, respectively.
Non-U.S. Retirement Benefit Plan. The Company sponsors defined benefit pension and retirement plans (“non-U.S.
Pension Plans”) in certain foreign subsidiaries. Generally, the Company’s non-U.S. Pension Plans are funded using the
projected benefit as a target in countries where funding of benefit plans is required.
Based on the funded status and a related change in accrued pension obligations we reported an increase in our
accumulated other comprehensive income (loss) of approximately $9.1 million and a decrease of $5.6 million as of
December 31, 2019 and 2018, respectively.
F-40
The 2019 measurement date of the Pension Plan’s assets and obligations was December 31, 2019. Information
concerning the pension obligation, plan assets, amounts recognized in our financial statements, and underlying actuarial and
other assumptions are as follows:
Change in benefit obligation:
Benefit obligation at beginning of period
Service cost
Interest cost
Participant contributions
Benefits paid
Expenses and taxes
Plan amendments
Settlements
Actuarial (gain) loss
Exchange rate (gain) loss
Benefit obligation at end of period
Change in plan assets:
Fair value at beginning of period
Return on plan assets
Employer contributions
Participant contributions
Benefits paid
Expenses and taxes
Settlements
Exchange rate (gain) loss
Fair value at end of period
Funded status at end of period
Amounts recognized on balance sheet:
Current liabilities
Noncurrent liabilities
Amounts recognized in accumulated other comprehensive loss:
Prior service costs
Net actuarial loss
Amounts recognized in accumulated other comprehensive loss
Accumulated benefit obligations
U.S. Plans
December 31,
Non-U.S. Plans
December 31,
2019
2018
2019
2018
(In thousands)
$
177,589
2,671
7,781
—
(7,354)
—
(12,507)
—
26,717
—
194,897
$
189,151
3,221
7,200
—
(6,588)
—
—
—
(15,395)
—
177,589
$
81,108
1,491
2,112
215
(3,577)
—
(321)
(400)
13,070
1,567
95,265
110,899
20,849
7,586
—
(7,354)
—
—
—
131,980
(62,917) $
121,831
(11,801)
7,457
—
(6,588)
—
—
—
110,899
(66,690) $
45,024
5,926
4,067
215
(3,577)
—
(400)
1,425
52,680
(42,585) $
94,205
2,504
2,073
180
(4,248)
—
625
—
(9,641)
(4,590)
81,108
48,401
(2,150)
5,385
180
(4,248)
—
—
(2,544)
45,024
(36,084)
— $
— $
(62,917)
(62,917) $
(66,690)
(66,690) $
(2,323) $
(40,262)
(42,585) $
(2,123)
(33,961)
(36,084)
— $
— $
58,505
58,505
194,887
58,567
58,567
167,678
$
$
$
$
573
20,495
21,068
91,152
$
$
$
919
11,014
11,933
77,638
$
$
$
$
$
$
$
During the fourth quarter of 2019 (the effective date), we amended our Polymer segment U.S. Pension Plan,
eliminating future participant benefit accruals after January 31, 2020, which resulted in a pension curtailment and
remeasurement as of the effective date. This plan amendment resulted in a $12.5 million reduction in pension liabilities during
the year ended December 31, 2019.
During the third quarter of 2019, we amended our Japan pension plan, which resulted in a pension curtailment. This
plan amendment resulted in a $0.3 million reduction in pension liabilities during the year ended December 31, 2019.
F-41
Estimated Future Cash Flows. The following employer contributions and benefit payments, which reflect expected
future service, as appropriate, are expected to be paid:
Employer Contributions
2020 Employer contribution
Benefit Payments
2020
2021
2022
2023
2024
Years 2024-2028
U.S. Plans
Non-U.S. Plans
(In thousands)
$
$
$
9,625
7,751
8,040
8,409
8,752
9,062
50,212
92,226
$
$
$
3,802
3,819
3,516
3,654
3,924
3,865
21,123
39,901
Net Periodic Pension Costs. Net periodic pension costs consist of the following components:
U.S. Plans
Non-U.S. Plans
Years Ended December 31,
2018
2017
2019
Years Ended December 31,
2018
2017
2019
Service cost benefits earned during the period
Interest on prior year’s projected benefit
obligation
Expected return on plan assets
One-time settlement costs
Amortization of prior service costs
Amortization of net actuarial loss
Net periodic pension costs
$
2,671
$
3,221
$
(In thousands)
3,191
$
1,491
$
2,504
$
2,749
7,781
(10,065)
—
—
3,487
3,874
$
$
7,200
(9,808)
—
—
4,650
5,263
$
7,330
(9,401)
—
—
3,622
4,742
$
2,112
(2,520)
56
34
419
1,592
$
2,073
(2,685)
—
13
645
2,550
$
2,195
(2,575)
45
11
165
2,590
The estimated losses that will be amortized from accumulated other comprehensive income (loss) into net periodic
benefit cost in fiscal 2020 are as follows:
Amortization of prior service costs
Amortization of net actuarial loss
U.S. Plans
Non-U.S. Plans
$
$
(In thousands)
— $
1,600
1,600
$
17
1,011
1,028
F-42
Significant Assumptions. Discount rates are determined annually and are based on rates of return of high-quality long-
term fixed income securities currently available and expected to be available during the maturity of the pension benefits.
Weighted average assumptions used to determine benefit
obligations:
Discount rate
Rates of increase in salary compensation level
Expected long-term rate of return on plan assets
Weighted average assumptions used to determine net periodic
benefit cost:
Discount rate
Rates of increase in salary compensation level
Expected long-term rate of return on plan assets
U.S. Plans
December 31,
Non-U.S. Plans
December 31,
2019
2018
2019
2018
3.45%
3.00%
7.00%
4.45%
3.00%
8.00%
4.45%
3.00%
8.00%
3.86%
3.00%
8.00%
1.79%
2.96%
5.24%
2.63%
2.98%
5.49%
2.63%
2.98%
5.49%
2.29%
3.15%
5.49%
Our management relied in part on actuarial studies in establishing the expected long-term rate of return on assets
assumption. The studies include a review of anticipated future long-term performance of individual asset classes and
consideration of the appropriate asset allocation strategy given the anticipated requirements of the Pension Plans to determine
the average rate of earnings expected on the funds invested to provide for the Pension Plans' benefits. While the studies give
appropriate consideration to recent fund performance and historical returns, the assumption is primarily a long-term,
prospective rate. Based on our most recent study, the expected long-term return assumption for our U.S. Pension Plans effective
for 2020 will be 7.0% and 5.2% for our non-U.S. Pension Plans.
Based on the U.S. Pension Plan’s current target asset allocation, the median estimate for future asset returns (before
non-investment expenses) was 8.5%. The asset return assumption set for determining the 2019 FASB ASC 715 expense was
8.0%, after non-investment expenses paid by the Trust. For the past three years, non-investment related expenses have averaged
0.5%. Therefore, the 8.0% return after non-investment expenses assumption is equivalent to a gross assumption of 8.5% (8.0%
+ 0.5%). An 8.5% rate (before non-investment expenses) falls within an acceptable range of simulated asset returns, between
the 40th and 60th percentile.
Pension Plan Assets. We maintain target allocation percentages among various asset classes based on an investment
policy established for our Pension Plans. The target allocation is designed to achieve long term objectives of return, while
mitigating downside risk and considering expected cash flows. Our investment policy is reviewed from time to time to ensure
consistency with our long term objective. Our Pension Plan asset allocations at December 31, 2019 and 2018 by asset category
are as follows:
Equity
Debt
Other
Total
U.S. Plans
Non-U.S. Plans
Target
Allocation
Percentage of Plan
Assets
at December 31,
Target
Allocation
Percentage of Plan
Assets
at December 31,
2019
2019
2018
2019
2019
2018
50.0%
68.1%
59.5%
50.0%
42.1%
46.9%
30.0
20.0
31.9
—
40.0
0.5
50.0
—
53.7
4.2
48.4
4.7
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
No pension assets were invested in debt or equity securities of Kraton at December 31, 2019 or 2018.
The inputs and methodology used for valuing securities are not an indication of the risk associated with investing in
those securities. The following is a description of the primary valuation methodologies used for assets measured at fair value:
• Common/Collective Trust Funds: Valued at the net asset value per unit held at year end as quoted by the funds.
• Mutual Funds, Real Estate Funds, and Other Funds: Valued at the net asset value of shares held at year end as
quoted in the active market.
•
Insurance contracts for purposes of funding pension benefits.
F-43
A summary of total investments for our pension plan assets measured at fair value is presented below. See Note 9 Fair
Value Measurements, Financial Instruments, and Credit Risk to the consolidated financial statements for a detailed description
of fair value measurements and the hierarchy established for Level 1, 2, and 3 valuation inputs.
Equity
Debt
Other
Total
Pension Plan Assets Fair Value Measurements at December 31, 2019
Quoted Prices
In Active Markets
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)(1)
Significant
Unobservable
Inputs
(Level 3)
Total
$
$
112,094
70,358
2,208
184,660
$
$
(In thousands)
56,220
12,745
963
69,928
$
$
55,874
57,613
944
114,431
$
$
—
—
301
301
___________________________________________
(1) Included are plan assets valued using the net asset value practical expedient of $63.0 million.
Equity
Debt
Other
Total
Pension Plan Assets Fair Value Measurements at December 31, 2018
Quoted Prices
In Active Markets
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)(1)
Significant
Unobservable
Inputs
(Level 3)
Total
$
$
87,159
66,098
2,666
155,923
$
$
(In thousands)
43,867
19,344
2,412
65,623
$
$
43,292
46,754
—
90,046
$
$
—
—
254
254
___________________________________________
(1) Included are plan assets valued using the net asset value practical expedient of $47.1 million.
(b) Other Retirement Benefit Plans. Certain employees were eligible to participate in non-qualified defined benefit
restoration plans (“BRP”), which were intended to restore certain benefits under the Pension Plan in the U.S. and the Kraton
Savings Plan in the U.S., that would otherwise be lost due to certain limitations imposed by law on tax-qualified plans.
(c) Postretirement Benefits Other Than Pensions. Health and welfare benefits are provided to benefit eligible
employees in the U.S. who retire from Kraton and were employed by us prior to January 1, 2006. Retirees under the age of 65
are eligible for the same medical, dental, and vision plans as active employees, but with an annual cap on premiums that vary
based on years of service and ranges from $7,000 to $10,000 per employee. Our subsidy schedule for medical plans is based on
accredited service at retirement. Retirees are responsible for the full cost of premiums for postretirement dental and vision
coverage. In general, the plans stipulate that health and welfare benefits are paid as covered expenses as incurred. We accrue
the cost of these benefits during the period in which the employee renders the necessary service.
Employees who were retirement eligible as of February 28, 2001, have the option to participate in either Shell
Chemicals' or Kraton's postretirement health and welfare plans.
ASC 715, “Compensation-Retirement Benefits,” requires that we measure the plans’ assets and obligations that
determine our funded status at the end of each fiscal year. The 2019 measurement date of the plans’ assets and obligations was
December 31, 2019. We are also required to recognize as a component of accumulated other comprehensive income (loss) the
changes in funded status that occurred during the year that are not recognized as part of new periodic benefit cost.
Based on the funded status of our postretirement benefit plan as of December 31, 2019 and 2018, we reported an
increase in our accumulated other comprehensive income (loss) of approximately $3.1 million and a decrease of $12.8 million,
respectively, and a related change in accrued pension obligations.
F-44
Information concerning the plan obligation, the funded status and amounts recognized in our financial statements and
underlying actuarial and other assumptions are as follows:
Change in benefit obligation(1):
Benefit obligation at beginning of period
Service cost
Interest cost
Benefits and expenses paid (premiums)
Actuarial (gain) loss
Plan amendments
Benefit obligation at end of period
Change in plan assets(2):
Fair value at beginning of period
Employer contributions
Benefits paid
Fair value at end of period
Funded status at end of year
December 31,
2019
2018
(In thousands)
$
$
$
22,824
290
941
(2,055)
1,979
—
23,979
—
2,055
(2,055)
—
(23,979) $
35,851
490
1,224
(2,081)
(1,076)
(11,584)
22,824
—
2,081
(2,081)
—
(22,824)
___________________________________________
(1) During the year ended December 31, 2018, we amended the post-retirement benefits plan for post-65 retirees to provide an annual
subsidy based on years of service. The annual subsidy replaces a company-sponsored medical plan. This plan modification resulted in a
$13.1 million reduction in pension and other post-retirement liabilities during the year ended December 31, 2018.
(2) Shell Chemicals has committed to a future cash payment related to retiree medical expenses based on a specified dollar amount per
employee, if certain contractual commitments are met. We have recorded an asset of approximately $5.7 million and $6.8 million as our
estimate of the present value of this commitment as of December 31, 2019 and 2018, respectively.
Amounts recognized in the balance sheet:
Current liabilities
Noncurrent liabilities
Amounts recognized in accumulated other comprehensive loss:
Prior service cost
Net actuarial loss
December 31,
2019
2018
(In thousands)
$
$
$
$
$
(1,446) $
(22,533)
(23,979) $
(1,478)
(21,346)
(22,824)
(9,254) $
$
9,833
$
579
(11,002)
8,476
(2,526)
F-45
Estimated Future Cash Flows. The following employer contributions and benefit payments, which reflect expected
future service, as appropriate, are expected to be paid:
Employer Contributions
2020 Employer contribution
Benefit Payments
2020
2021
2022
2023
2024
Years 2024-2028
Net periodic benefit costs consist of the following components:
Service cost
Interest cost
Amortization of prior service cost
Amortization of net actuarial loss
Net periodic benefit costs
Weighted average assumptions used to determine benefit obligations:
Measurement date
Discount rate
Rates of increase in salary compensation level
Weighted average assumptions used to determine net periodic benefit cost:
Discount rate
Rates of increase in salary compensation level
Expected long-term rate of return on plan assets
Assumed Pre-65 health care cost trend rates:
Health care cost trend rate assumed for next year
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
Year that the rate reaches the ultimate trend rate
Assumed Post-65 health care cost trend rates:
Health care cost trend rate assumed for next year
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
Year that the rate reaches the ultimate trend rate
Retiree Medical Plan
(In thousands)
$
$
$
1,470
1,470
1,450
1,430
1,430
1,430
7,130
14,340
Years Ended December 31,
2018
2017
2019
290
941
(1,747)
621
105
(In thousands)
490
$
1,224
(582)
742
1,874
$
$
$
$
$
557
1,370
—
598
2,525
December 31,
2019
2018
12/31/2019
3.34%
N/A
12/31/2018
4.36%
N/A
4.36%
N/A
N/A
3.94%
N/A
N/A
December 31,
2019
2018
7.50%
4.50%
2026
8.00%
4.50%
2026
December 31,
2019
2018
N/A
N/A
N/A
N/A
N/A
N/A
Discount rates are determined annually and are based on rates of return of high-quality long-term fixed income
securities currently available and expected to be available during the maturity of the postretirement benefit plan.
F-46
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A
1.0% change in assumed health care cost trend rates would have the following effect (in thousands):
Effect on total of service and interest cost components
Effect on postretirement benefit obligation
1% Increase
1
$
36
$
1% Decrease
$
$
(3)
(48)
(d) Kraton Savings Plan. The Kraton Savings Plan, as adopted on March 1, 2001, covers substantially all U.S.
employees, including executive officers. Through automatic payroll deduction, participants have the option to defer up to 60%
of eligible earnings in any combination of pre-tax and/or post-tax contributions, subject to annual dollar limitations set forth in
the Internal Revenue Code. Under this plan, we have two types of employer contributions:
(1) We make standard matching contributions of 50.0% of the first 6.0% contributed by the employee from start
of employment and we make matching contributions of 100.0% of the first 6.0% contributed by the employee
after completing five years of service.
(2) We make enhanced employer contributions of 4.0% for all employees.
For our employees who were employed as of February 28, 2001, and who were previously employed by Shell
Chemicals, we recognize their Shell Chemicals years of service for purposes of determining employer contributions under our
Plan. Our contributions to the plan for the years ended December 31, 2019, 2018, and 2017, were $9.7 million, $9.2 million,
and $8.5 million, respectively.
F-47
14. Industry Segment and Foreign Operations
Commensurate with the acquisition on January 6, 2016, Arizona Chemical became a separate operating segment with
our operations managed through two operating segments: (i) Polymer segment and (ii) Chemical segment. In accordance with
the provisions of ASC 280, “Segment Reporting,” our chief operating decision-maker has been identified as the President and
Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance
for the entire company.
• Polymer Segment. Our Polymer segment is comprised of our SBCs and other engineered polymers business.
• Chemical Segment. Our Chemical segment is comprised of our pine-based specialty products business.
Our chief operating decision maker uses operating income (loss) as the primary measure of each segment's operating
results in order to allocate resources and in assessing the company's performance. In accordance with ASC 280, Segment
Reporting, we have presented operating income (loss) for each segment. We currently do not have sales between segments.
Operating Results by Segment
Revenue
Cost of goods sold
Gross profit
Operating expenses:
Research and development
Selling, general, and administrative
Depreciation and amortization
Gain on insurance proceeds
Loss on disposal of fixed assets
Operating income
Other income (expense)
Loss on extinguishment of debt
Earnings of unconsolidated joint
venture
Interest expense, net
Income before income taxes
Year Ended December 31, 2019
Year Ended December 31, 2018
Polymer
Chemical
Total
Polymer
Chemical
Total
(In thousands)
$ 1,052,968
$
751,468
$ 1,804,436
$ 1,221,586
$
790,089
$ 2,011,675
820,410
232,558
569,597
181,871
1,390,007
414,429
872,506
349,080
558,563
231,526
1,431,069
580,606
29,392
86,025
59,151
—
647
11,681
63,775
77,020
(32,850)
126
41,073
149,800
136,171
(32,850)
773
28,957
89,753
71,006
—
202
12,339
64,144
70,404
(8,900)
1,967
$
57,343
$
62,119
119,462
$
159,162
$
91,572
3,339
(3,521)
506
(75,782)
44,004
$
41,296
153,897
141,410
(8,900)
2,169
250,734
(3,472)
(79,866)
471
(93,772)
74,095
$
F-48
Revenue
Cost of goods sold
Gross profit
Operating expenses:
Research and development
Selling, general, and administrative
Depreciation and amortization
Loss on disposal of fixed assets
Operating income
Other expense
Loss on extinguishment of debt
Earnings of unconsolidated joint venture
Interest expense, net
Income before income taxes
Year Ended December 31, 2017
Polymer
Chemical
Total
(In thousands)
$ 1,199,676
$
760,686
$ 1,960,362
887,096
312,580
528,563
232,123
1,415,659
544,703
28,387
94,592
67,998
514
11,896
66,668
69,164
—
$
121,089
$
84,395
40,283
161,260
137,162
514
205,484
(3,360)
(35,389)
486
(132,459)
34,762
$
Long-Lived Assets Including Goodwill and Total Assets
Property, plant, and equipment, net
$ 526,692
$ 399,248
$ 925,940
$ 543,086
$ 398,390
$ 941,476
December 31, 2019
December 31, 2018
Polymer
Chemical
Total
Polymer
Chemical
Total
(In thousands)
Investment in unconsolidated joint venture $
Goodwill(1)
Total assets
$
11,971
$
— $
11,971
— $ 772,418
$ 772,418
$
$
12,070
$
— $
12,070
— $ 772,886
$ 772,886
$1,097,691
$1,734,694
$2,832,385
$1,160,029
$1,734,675
$2,894,704
________________________________________________
(1) Changes in goodwill are due to the change in currency exchange rates.
During the years ended December 31, 2019, 2018, and 2017, no single customer accounted for 10.0% or more of our
total revenue.
For geographic reporting, revenue is attributed to the geographic location in which the customers’ facilities are
located. Long-lived assets consist primarily of property, plant, and equipment, which are attributed to the geographic location in
which they are located and presented at historical cost.
Revenue by Geographic Region
Revenue:
United States
Germany
All other countries
December 31, 2019
December 31, 2018
Polymer
Chemical
Total
Polymer
Chemical
Total
(In thousands)
$
352,735
107,661
592,572
$ 1,052,968
$
$
317,347
51,598
382,523
751,468
$
670,082
159,259
975,095
$ 1,804,436
$
412,308
141,451
667,827
$ 1,221,586
$
$
325,193
53,908
410,988
790,089
$
737,501
195,359
1,078,815
$ 2,011,675
F-49
Revenue:
United States
Germany
All other countries
Long-Lived Assets by Geographic Region
December 31, 2017
Polymer
Chemical
Total
(In thousands)
$
373,103
139,256
687,317
$ 1,199,676
$
$
317,144
59,820
383,722
760,686
$
690,247
199,076
1,071,039
$ 1,960,362
Long-lived assets, at cost:
United States
Taiwan
France
Brazil
Germany
All other countries
December 31, 2019
December 31, 2018
Polymer
Chemical
Total
Polymer
Chemical
Total
(In thousands)
$
568,710
183,963
144,785
24,351
70,617
44,969
$ 1,037,395
$
$
385,235
—
13,153
—
5,170
124,184
527,742
$
953,945
183,963
157,938
24,351
75,787
169,153
$ 1,565,137
$
541,017
178,363
138,659
76,454
68,231
45,671
$ 1,048,395
$
$
357,126
—
11,751
—
4,911
117,078
490,866
$
898,143
178,363
150,410
76,454
73,142
162,749
$ 1,539,261
Our capital expenditures, excluding software and other intangibles, for the Polymer segment, excluding capital
expenditures by the KFPC joint venture, were $58.7 million and $51.8 million during the year ended December 31, 2019 and
2018, respectively, and capital expenditures, excluding software and other intangibles, for our Chemical segment were $45.0
million and $48.4 million during the year ended December 31, 2019 and 2018, respectively.
Impact of Hurricane Michael
During the year ended December 31, 2019, we finalized our insurance claims with our carrier related to Hurricane
Michael. As result, we received payments from our carrier of $32.9 million, of which $1.1 million was received in 2018 and
deferred into 2019 when realized, which has been recorded as a gain on insurance proceeds within the Consolidated Statement
of Operations. This brings our total insurance proceeds to $41.8 million to date, which offsets the lost margin and reimburses us
for the direct costs and capital expenditures known to date.
15. Related Party Transactions
We own a 50.0% equity investment in an SBC manufacturing joint venture in Kashima, Japan. Our outstanding
payables were $16.4 million and $20.1 million as of December 31, 2019 and 2018, respectively, which were recorded in “Due
to related party” liability on the Consolidated Balance Sheets. Our total purchases from the joint venture were $33.0 million,
$35.4 million, and $39.6 million for the years ended December 31, 2019, 2018, and 2017, respectively.
We own a 50% variable interest in KFPC, an HSBC manufacturing joint venture in Mailiao, Taiwan. The KFPC joint
venture is fully consolidated in our financial statements, and our joint venture partner, Formosa Petrochemical Corporation
(“FPCC”), is a related party affiliate. Under the terms of the joint venture agreement, FPCC is to provide certain site services
and raw materials to KFPC. Additionally, we purchase certain raw materials from FPCC for our other manufacturing locations.
Our outstanding payables were $1.1 million and $0.8 million as of December 31, 2019 and 2018, respectively, which were
recorded in “Due to related party” liability on the Consolidated Balance Sheets. Our total purchases from this joint venture
were $48.5 million, $47.2 million, and $14.4 million for the years ended December 31, 2019, 2018, and 2017, respectively. See
Note 16 Variable Interest Entity, for further discussion related to the KFPC joint venture.
F-50
16. Variable Interest Entity
We hold a variable interest in a joint venture with FPCC to own and operate a 30 kiloton HSBC plant at FPCC’s
petrochemical site in Mailiao, Taiwan. Kraton and FPCC are each 50% owners of the joint venture company, KFPC. Under the
provisions of an offtake agreement with KFPC, we have exclusive rights to purchase all production from KFPC. Additionally,
the agreement requires us to purchase a minimum of 80% of the plant production capacity each year at a defined fixed margin.
This offtake agreement represents a variable interest that provides us the power to direct the most significant activities of KFPC
and exposes us to the economic variability of the joint venture. As such, we have determined that we are the primary
beneficiary of this variable interest entity, and therefore, we have consolidated KFPC in our financial statements and reflected
FPCC’s 50% percent ownership as a noncontrolling interest.
The following table summarizes the carrying amounts of assets and liabilities as of December 31, 2019 and 2018 for
KFPC before intercompany eliminations. See Note 8 Long Term Debt, for further discussion related to the KFPC Loan
Agreement executed on July 17, 2014.
Cash and cash equivalents
Other current assets
Property, plant, and equipment
Intangible assets
Long-term operating lease assets, net
Other long-term assets
Total assets
Current portion of long-term debt
Current liabilities
Long-term debt
Long-term operating lease liabilities
Total liabilities
December 31, 2019
December 31, 2018
$
$
$
$
(In thousands)
10,402
$
14,847
155,153
8,133
7,044
2,147
197,726
52,961
12,801
49,391
6,603
$
$
6,640
18,363
159,893
8,590
—
11,838
205,324
45,152
14,996
80,255
—
121,756
$
140,403
F-51
17. Selected Quarterly Financial Data (Unaudited)
The following table sets forth a summary of our quarterly financial information for each of the four quarters ended
December 31, 2019 and December 31, 2018:
First
Quarter(1)
Second
Quarter(2)
Third
Quarter(3)
(In thousands, except per share data)
Fourth
Quarter(4)
Total
2019
Revenue
Gross profit
Operating income
Net income (loss) attributable to Kraton
Earnings (loss) per common share
Basic
Diluted
Weighted average common shares outstanding
Basic
Diluted
2018
Revenue
Gross profit
Operating income (loss)
Net income (loss) attributable to Kraton
Earnings (loss) per common share
Basic
Diluted
Weighted average common shares outstanding
Basic
Diluted
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
456,411
107,002
35,135
12,668
0.40
0.39
31,633
31,901
502,392
147,078
62,155
22,072
0.69
0.68
31,241
31,851
$
$
$
$
$
$
495,280
129,202
56,168
41,208
1.29
1.28
31,692
32,017
$
538,395
$
170,709
82,787
$
(14,930) $
(0.47) $
(0.47) $
31,441
31,441
$
$
$
$
$
$
$
$
$
$
$
$
444,221
101,279
38,103
18,693
0.59
0.58
31,486
31,823
523,105
154,261
72,394
42,349
1.33
1.31
31,459
31,834
$ 1,804,436
408,524
414,429
76,946
$
119,462
(9,944) $
51,305
(21,264) $
(0.67) $
(0.67) $
31,516
31,516
1.61
1.60
31,581
31,881
447,783
108,558
33,398
17,524
$ 2,011,675
580,606
$
250,734
$
67,015
$
0.55
0.55
$
$
31,520
31,714
2.10
2.08
31,416
31,789
_______________________________________
(1)
(2)
(3)
(4)
The first quarter of 2019 was positively impacted by a $11.1 million gain on insurance proceeds. The first quarter of 2018 was
negatively impacted by a $7.6 million loss on extinguishment of debt.
The second quarter of 2019 was positively impacted by a $7.5 million gain on insurance proceeds. The second quarter of 2018 was
negatively impacted by a $72.3 million loss on extinguishment of debt.
The third quarter of 2019 was positively impacted by a $14.3 million gain on insurance proceeds.
The fourth quarter of 2019 was negatively impacted by approximately $5.0 million largely related to the process to review strategic
alternatives for our Cariflex business and a $3.7 million loss on extinguishment of debt. The fourth quarter of 2018 was negatively
impacted by a loss on disposal of fixed assets and hurricane related costs totaling $13.7 million, partially offset by a gain on insurance
proceeds of $8.9 million related to Hurricane Michael.
Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum
of quarterly basic and diluted earnings per share information may not equal annual basic and diluted earnings per share.
18. Subsequent Events
We have evaluated significant events and transactions that occurred after the balance sheet date and determined that
there were no events or transactions that require recognition or disclosure in our consolidated financial statements for the
period ended December 31, 2019.
F-52
KRATON CORPORATION
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
For the Years Ended December 31, 2019, 2018, and 2017
(In thousands)
Allowance for doubtful accounts:
Year Ended December 31, 2019
Year Ended December 31, 2018
Year Ended December 31, 2017
Inventory reserves:
Year Ended December 31, 2019
Year Ended December 31, 2018
Year Ended December 31, 2017
Balance
at Beginning
of Period
$
$
$
784
824
814
Balance
at Beginning
of Period
$
$
$
8,951
11,452
13,580
$
$
$
$
$
$
Net
Expenses
Write-offs
Balance
at End of
Period
(117) $
(40) $
$
590
(233) $
— $
(580) $
434
784
824
Net
Expenses
Foreign
Currency
Balance
at End of
Period
6
$
(2,274) $
(2,410) $
(34) $
(227) $
$
282
8,923
8,951
11,452
F-53
KRATON CORPORATION
DESCRIPTION OF SECURITIES
Exhibit 4.6
As of December 31, 2019, our common stock is the only class of securities we have registered under Section 12 of the Securities
Exchange Act of 1934, as amended.
As of December 31, 2019, our authorized capital stock consists of 500,000,000 shares of common stock, $0.01 par value per share
and 100,000,000 shares of preferred stock, $0.01 par value per share. There are currently no shares of preferred stock outstanding.
DESCRIPTION OF OUR COMMON STOCK
The following description of our common stock is a summary. This summary is subject to the General Corporation Law of the
State of Delaware and the complete text of our certificate of incorporation and bylaws. We have filed copies of our certificate of
incorporation and bylaws as exhibits to our periodic reports filed with the SEC, each of which are incorporated by reference as
exhibits to the Annual Report on Form 10-K of which this exhibit is a part.
As of December 31, 2019, our authorized common stock consists of 500,000,000 shares of common stock, $0.01 par value per
share. Our board of directors may designate up to 10,000,000 shares of our common stock in one or more series as “non-voting.”
Voting Rights
Holders of our common stock are entitled to one vote for each share held in the election of directors and on all other matters
submitted to a vote of our stockholders. Cumulative voting of shares of our common stock is prohibited. Accordingly, holders of
a majority of the shares of our common stock entitled to vote in any election of directors may elect all of the directors standing
for election.
Dividends
Subject to the prior rights of the holders of any outstanding preferred stock, holders of our common stock are entitled to receive
dividends when, as and if declared by our board of directors out of funds legally available therefor.
Liquidation
Upon our liquidation, dissolution or winding up, the holders of our common stock are entitled to share ratably in all assets remaining
after payment of all liabilities and payment to holders of our preferred stock if such preferred stock has an involuntary liquidation
preference over our common stock.
Other Rights
Holders of our common stock have no preemptive, subscription, redemption or conversion rights. All outstanding shares of our
common stock are validly issued, fully paid and nonassessable.
Anti-Takeover Provisions
Some provisions of Delaware law and our certificate of incorporation and our bylaws contain provisions that could have the effect
of delaying, deterring or preventing another party from acquiring or seeking to acquire control of us. These provisions are intended
to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage anyone seeking to acquire
control of us to negotiate first with our board of directors. However, these provisions may also delay, deter or prevent a change
in control that our stockholders might consider to be in their best interests, including transactions that might result in a premium
being paid over the market price of our common stock and also may limit the price that investors are willing to pay in the future
for our common stock. These provisions may also have the effect of preventing changes in our management.
Our certificate of incorporation and our bylaws include anti-takeover provisions that:
•
•
authorize our board of directors, without further action by our stockholders, to issue up to 100,000,000 shares of our
preferred stock in one or more series, and with respect to each series, to fix the number of shares constituting that series
and establish the rights and other terms of that series;
require that actions to be taken by our stockholders may be taken only at an annual or special meeting of our stockholders
and not by written consent;
•
specifically deny any power of the stockholders to call a special meeting;
•
•
•
•
•
•
•
establish advance notice procedures for our stockholders to submit nominations of candidates for election to our board
of directors and other proposals to be brought before a stockholders meeting;
provide that our bylaws may be amended by our board of directors without stockholder approval;
allow our directors to establish the size of our board of directors by action of the board of directors, subject to a minimum
of three, and a maximum of nine, members;
create a classified or “staggered” board of directors, under which directors are elected to three-year terms, with
approximately one-third of the directors standing for re-election at the annual meeting every year;
provide that vacancies on our board of directors or newly created directorships resulting from an increase in the number
of our directors may be filled only by vote of a majority of directors then in office, even though less than a quorum;
do not give the holders of our common stock cumulative voting rights with respect to the election of directors; and
provide that Section 203 of the Delaware General Corporation Law, which prevents companies from engaging in certain
“business combinations” with “interested stockholders” for a specified period except in certain instances, does not apply.
Authorized and Unissued Shares
Our authorized and unissued shares of common stock will be available for future issuance without stockholder approval. The
existence of authorized but unissued shares of our common stock could render more difficult or discourage an attempt to obtain
control of us by means of a proxy contest, tender offer, merger or otherwise.
Listing
Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “KRA.”
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.
KRATON CORPORATION
List of Significant Subsidiaries as of December 31, 2019 (1)
K.P. Global Holdings C.V.
Kraton Polymers LLC
Kraton Polymers U.S. LLC
Kraton Chemical, LLC
Kraton Chemical B.V.
_________________________
(1)
Listing includes only doing business names and does not include trade names.
Exhibit 21.1
Jurisdiction of Organization
Netherlands Antilles
Delaware
Delaware
Delaware
Netherlands
Consent of Independent Registered Public Accounting Firm
Exhibit 23.1
The Board of Directors
Kraton Corporation:
We consent to the incorporation by reference in the registration statements (No. 333-163893, No. 333-216223, No.
333-225663, No. 333-211817, and No. 333-230918) on Form S-8 and in the registration statement (No. 333-223096) on Form
S-3 of Kraton Corporation of our reports dated February 27, 2020, with respect to the consolidated balance sheets of Kraton
Corporation and subsidiaries as of December 31, 2019 and 2018, and the related consolidated statements of operations,
comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended
December 31, 2019, and the related notes and financial statement schedule (collectively, the consolidated financial statements),
and the effectiveness of internal control over financial reporting as of December 31, 2019, which reports appear in the
December 31, 2019 annual report on Form 10-K of Kraton Corporation and subsidiaries.
(signed) KPMG LLP
Houston, Texas
February 27, 2020
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
UNDER SECTION 302 OF SARBANES-OXLEY ACT OF 2002
I, Kevin M. Fogarty, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Kraton Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: February 27, 2020
By:
/s/ Kevin M. Fogarty
Kevin M. Fogarty
President and Chief Executive Officer
Exhibit 32.1
Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title
18, United States Code)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter
63 of title 18, United States Code), each of the undersigned officers of Kraton Corporation a Delaware corporation (the
“Registrant”), does hereby certify, to such officer’s knowledge, that:
The Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (“Form 10-K”) of the
Registrant fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations
of the Registrant.
Dated: February 27, 2020
By:
By:
/s/ Kevin M. Fogarty
Kevin M. Fogarty
President and Chief Executive Officer
/s/ Atanas H. Atanasov
Atanas H. Atanasov
Senior Vice President, Chief Financial
Officer, and Trasurer
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
UNDER SECTION 302 OF SARBANES-OXLEY ACT OF 2002
I, Atanas H. Atanasov, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Kraton Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: February 27, 2020
By:
/s/ Atanas H. Atanasov
Atanas H. Atanasov
Senior Vice President and Chief Financial
Officer
BR50077C-0320-10K