Note 10 - Stockholders' Equity

9 Months Ended

Sep. 30, 2014

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

10. STOCKHOLDERS’ EQUITY

Successor

Amendment to Certificate of Incorporation

On June 12, 2014, the Company amended its Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock from two hundred million (200,000,000) to four hundred million (400,000,000) shares of Common Stock.

Founder Preferred Shares

On April 25, 2013, the Company issued one preferred share each to Mariposa Acquisition, LLC and Berggruen Acquisition Holdings, IV, Ltd, our founder entities (collectively, the “Founders”), for $20.00. In connection with the initial public offering on May 22, 2013, the Founders purchased an additional 1,999,998 preferred shares (“Preferred” shares or stock; $0.01 par value) for $20,000. The preferred shares have certain voting rights. Beginning in 2014, the holders of the Preferred stock are entitled to receive a dividend in the form of shares of Common Stock equal to 20% of the appreciation of the market price of common shares multiplied by total initial offering shares (90,500,000 shares). In the first year a dividend is payable (if any), the dividend amount will be calculated at the calendar year-end based on the last ten trading days volume weighted average share price (the “Dividend Price) compared to the initial offering price of $10.00 per ordinary share. In subsequent years, the dividend amount will be calculated based on the appreciated stock price compared to the highest Dividend Price previously used in calculating the Preferred stock dividends. Dividends are paid for the term the Preferred stock is outstanding. The Preferred shares may be converted into ordinary shares on a one for one basis (i) automatically in the event of a change of control of the Company following an acquisition, (ii) upon the last day of the seventh full financial year following the MacDermid Acquisition (December 31, 2020, (extendable by the Board of Directors for three additional years)), or (iii) at the option of the holder until December 31, 2020. No shares were issued or dividends paid in the Successor Quarterly or Nine Month Period. Although not finally determinable until December 31, 2014, had the closing price for the Company’s Common Stock on September 30, 2014 been used, a dividend of approximately 11.7 million shares would have been issued to the Founders.

Arysta Seller Financing

In connection with the Arysta Acquisition, the Company will issue $600,000 of new Series B convertible preferred stock. (Refer to Note 16 “Subsequent Events”) for further discussion.

Common Shares

Initial Public Offering

In connection with its initial public offering on May 22, 2013, the Company issued 88,500,000 common shares (no par value) for gross proceeds of $885,000. Also, on May 22, 2013, the Company issued an aggregate of 29,500 common shares to non-founder directors for $10.00 per share. Each common share has voting rights and winding-up rights.

Each of the 2,000,000 Preferred shares, 88,500,000 common shares issued in connection with the initial public offering as well as the 29,500 common shares issued to the non-founder directors was issued with a warrant (90,529,500 warrants in aggregate), entitling the holder of each warrant to purchase one-third of common shares with a strike price of $11.50 per common share. Each warrant was exercisable until three years from the date of an acquisition, unless mandatorily redeemed by the Company. The warrants were mandatorily redeemable by the Company at a price of $0.01 should the average market price of a common share exceed $18.00 for 10 consecutive trading days. In order to fund a portion of the cash consideration for the MacDermid Acquisition in November 2013, the Company conducted an offer to issue shares of Common Stock of the Company in exchange for $10.50 and 3 warrants, up to a maximum of half of the warrants outstanding (the Warrant Exchange Offer”) in which 40,386,840 warrants (representing $141,354 in cash) were exercised and 13,462,280 underlying shares of Common Stock were issued. In conjunction with the Warrant Exchange Offer not being fully subscribed, on November 13, 2013, the Company issued 380,952 shares at $10.50 per share to the Founders and issued 190,476 shares each to two of its independent directors at $10.50 per share.

MacDermid Acquisition

In connection with the MacDermid Acquisition, the Company agreed to apply to list its shares on the NYSE and to change its jurisdiction of incorporation from the British Virgin Islands to Delaware, (the “Domestication”). The Company filed a registration statement on Form S-4 with the SEC to effect these changes. The registration statement was declared effective on January 22, 2014 and on that same date the Company completed its Domestication. On January 23, 2014, the Company’s Common Stock began trading on the NYSE under the ticker symbol “PAH.” On March 4, 2014, pursuant to the terms of an Exchange Agreement, dated October 25, 2013, between the Company and the fiduciaries of the MacDermid Savings Plan, the Company acquired the remaining approximately 3% of the MacDermid Plan Shares for approximately $2,600 in cash (which is reflected in “Acquisition of business, net” in the accompanying Condensed Consolidated Statements of Cash Flows) and 1,670,386 shares of the Company’s Common Stock.

In connection with the Domestication, (i) each ordinary share of the Company that was issued and outstanding immediately prior to the Domestication was automatically converted into one share of Common Stock (par value $0.01) of the Company, (ii) outstanding options, warrants and other rights to acquire ordinary shares became options, warrants or rights to acquire the corresponding shares of Common Stock of the Company, and (iii) each Founder Preferred share that was issued and outstanding immediately prior to the Domestication was automatically converted into one share of Series A Preferred Stock of the Company.

Mandatory Redemption

On March 4, 2014, a mandatory redemption event occurred with respect to all of the Company’s outstanding warrants. The Company fixed April 3, 2014 as the date of the mandatory redemption of the warrants, and accordingly, on or after that date, holders of warrants had no further rights with regard to such warrants except to receive $0.01 per warrant. During the three months ended June 30, 2014, 3,755,232 warrants were exercised for 1,251,744 shares of Common Stock resulting in proceeds to the Company of $14,395. During the Successor Nine Month Period, the Company issued 16,244,694 shares of Common Stock in connection with the exercise of a total of 48,734,082 warrants resulting in proceeds to the Company of $186,814. On April 3, 2014, Platform completed the mandatory redemption of the remaining 8,580 outstanding warrants for $0.01 per warrant.

Private Placement

On May 20, 2014, the Company issued to certain investors, an aggregate of 15,800,000 shares of the Company’s Common Stock for an aggregate consideration of $300,200, gross of transaction costs of approximately $13,433, through the Private Placement. Such shares were not registered under the Securities Act of 1933, as amended (the “Securities Act”) and were issued pursuant to an exemption from registration provided under Section 4(a)(2) of the Securities Act. On May 23, 2014, we filed a resale registration statement on Form S-1, which registered an aggregate of 14,825,000 shares of the Company’s Common Stock acquired in the Private Placement. Such registration statement, as amended on June 13, 2014, was declared effective on June 19, 2014 and the 14,825,000 shares covered by such registration statement were eligible for resale in the public market immediately after the effective date of such registration statement.

Non-Controlling Interest

As described more fully in Note 2 – “Acquisitions of Businesses”, in connection with the MacDermid Acquisition, certain sellers elected to receive shares of common stock of Platform’s subsidiary PDH (the “PDH Common Stock”) representing approximately $97,500, which is classified as a non-controlling interest on the Condensed Consolidated Balance Sheets at September 30, 2014 and December 31, 2013 and will continue to be until such time as it is exchanged for Platform’s Common Stock. Approximately $2,091 and $5,159 of net income has been allocated to the non-controlling interest for the Successor Quarterly and Nine Month Periods, respectively, and is included in the accompanying Condensed Consolidated Statements of Operations.

A reconciliation of consolidated changes in equity for the Successor Nine Month Period, the Platform Preacquisition Year to Date Period and the Predecessor Nine Month Period is as follows:

Successor
	Preferred Stock				Common Stock
	Shares		Amount		Shares		Amount		Additional Paid-in Capital			Accumulated Deficit			Accumulated other comprehensive income (loss)			Total Stockholders' Equity			Non- controlling interest			Total equity
Balance at December 31, 2013		2,000,000	$	-		103,571,941	$	-	$	1,212,038		$	(194,222	)	$	1,265		$	1,019,081		$	96,021		$	1,115,102
Impact of Domestication		-		20		-		1,016		(1,036	)		-			-			-			-			-
Issuance of common shares at $11.00 per share on January 5, 2014		-		-		3,959		-		44			-			-			44			-			44
Issuance of common shares to Directors on July 31, 2014						9,242		-		-			-						-			-			-
Issuance of common shares from Employee Stock Purchase Plan		-		-		4,108		-		95			-						95			-			95
Exercise of warrants for common shares at $11.50 per share		-		-		16,244,694		163		186,652			-			-			186,815			-			186,815
Issuance of common shares at $19.00 per share in connection with Private Placement Offering						15,800,000		158		300,042			-			-			300,200			-			300,200
Issuance costs in connection with Private Placement Offering		-		-		-		-		(13,770	)		-			-			(13,770	)		-			(13,770	)
Issuance of common shares at $11.00 per share in connection with 401(k) Exchange Agreement		-		-		1,670,386		16		18,358			-			-			18,374			-			18,374
Recovery of short swing profits, net		-		-		-		-		533			-			-			533			-			533
Equity compensation expense		-		-		-		-		451			-			-			451			-			451
Net income		-		-		-		-		-			4,077			-			4,077			5,380			9,457
Foreign currency translation adjustments		-		-		-		-		-			-			(37,302	)		(37,302	)		(5	)		(37,307	)
Pension and postretirement plans, net of tax benefit of $11		-		-		-		-		-			-			228			228			-			228
Derivatives valuation, net of tax benefit of $63		-		-		-		-		-			-			(100	)		(100	)		-			(100	)
Unrealized loss on available for sale equity securities, net of tax benefit of $33		-		-		-		-		-			-			(53	)		(53	)		-			(53	)
Allocation of comprehensive loss to non-controlling interest		-		-		-		-		-			-			2,522			2,522			(2,522	)		-
Distribution to non-controlling interest		-		-		-		-		-			-			-			-			(487	)		(487	)
Balance at September 30, 2014		2,000,000	$	20		137,304,330	$	1,353	$	1,703,407		$	(190,145	)	$	(33,440	)	$	1,481,195		$	98,387		$	1,579,582

Successor
	Preferred Stock				Common Stock
	Shares		Amount		Shares		Amount		Additional Paid-in Capital			Accumulated Deficit			Total Stockholders' Equity
Balance at April 23, 2013 (Inception)		-	$	-		-	$	-	$	-		$	-		$	-
Issuance of preferred shares @ $10.00 per share on April 25, 2013		2		-		-		-		-			-			-
Issuance of preferred shares @ $10.00 per share with matching warrants on May 22, 2013 along with 2 matching warrants matching with previously issued preferred shares		1,999,998		-		-		-		20,000			-			20,000
Issuance of common shares @ $10.00 per share with matching warrants on May 22, 2013		-		-		88,529,500		-		885,296			-			885,296
Equity offering cost		-		-		-		-		(24,078	)		-			(24,078	)
Equity compensation expense		-		-		-		-		147			-			147
Net loss		-		-		-		-		-			(4,790	)		(4,790	)
Balance at September 30, 2013		2,000,000	$	-		88,529,500	$	-	$	881,365		$	(4,790	)	$	876,575

Predecessor
	Series A Preferred Shares			Series B Preferred Shares		Common Shares			Additional Paid-In Capital		Accumulated deficit			Accumulated other comprehensive income (loss)			Treasury Stock			Total Stockholders' Equity			Non- controlling interest			Total equity (deficit)
Balance at December 31, 2012	$	525,027		$	-	$	50,000		$	2,318	$	(273,086	)	$	(30,270	)	$	(1,264	)	$	272,725		$	(288	)	$	272,437
Net income		-			-		-			-		23,890			-			-			23,890			319			24,209
Equity compensation		-			-		-			109		-			-			-			109			-			109
Accrual of paid in kind dividend on cumulative preferred shares		20,805			1,295		-			-		(22,100	)		-			-			-			-			-
Foreign currency translation adjustments		-			-		-			-		-			(6,164	)		-			(6,164	)		1			(6,163	)
Derivatives valuation, net of tax  benefit of $227		-			-		-			-		-			(169	)		-			(169	)		-			(169	)
Unrealized loss on available for sale equity securities, net of tax expense of $17		-			-		-			-		-			103			-			103			-			103
Shares repurchased		(500,000	)		-		-											(8	)		(500,008	)		-			(500,008	)
Shares exchanged		(44,977	)		44,977		-														-			-			-
Shares canceled		(855	)		-		(417	)										1,272			-			-			-
Dividend paid to non-controlling interest		-			-		-			-		-			-			-			-			(505	)		(505	)
Contribution from non-controlling interest		-			-		-			-		-			-			-			-			17			17
Balance at September 30, 2013	$	-		$	46,272	$	49,583		$	2,427	$	(271,296	)	$	(36,500	)	$	-		$	(209,514	)	$	(456	)	$	(209,970	)

    The income tax benefit (provision) allocated to the components of other comprehensive income for the Successor and Predecessor Quarterly and Nine Month Periods is as follows:

	For the three months ended September 30,					For the nine months ended September 30,
	2014		2013			2014		2013
	(Successor)		(Predecessor)			(Successor)		(Predecessor)
Foreign currency translation adjustment	$	-	$	-		$	-	$	-
Unrealized (loss) gain on available for sale securities		35		(39	)		33		(56	)
Pension and postretirement plans		-		-			11		-
Derivative valuation		-		(136	)		63		91
Income tax benefit (provision) related to other comprehensive (loss) income	$	35	$	(175	)	$	107	$	35