Delaware
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27-2496053
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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982 Keynote Circle
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44131
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Brooklyn Heights, Ohio
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(Zip Code)
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Title of each class registered:
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Name of each exchange on which registered:
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Common Stock, $0.01 par value per share
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New York Stock Exchange
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 15.
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Item 16.
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•
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the cyclical nature of our business and the selling prices of our products may lead to periods of reduced profitability and net losses in the future;
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•
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the possibility that we may be unable to implement our business strategies, including our initiative to secure and maintain longer-term customer contracts, in an effective manner;
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•
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the possibility that recent tax legislation could adversely affect us or our stockholders;
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•
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pricing for graphite electrodes has historically been cyclical and current prices are relatively high, however, the price of graphite electrodes may decline in the future;
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•
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the sensitivity of our business and operating results to economic conditions;
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•
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our dependence on the global steel industry generally and the electric arc furnace (EAF) steel industry in particular;
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•
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the possibility that global graphite electrode overcapacity may adversely affect graphite electrode prices;
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•
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the competitiveness of the graphite electrode industry;
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•
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our dependence on the supply of petroleum needle coke;
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•
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our dependence on supplies of raw materials (in addition to petroleum needle coke) and energy;
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•
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the possibility that our manufacturing operations are subject to hazards;
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•
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changes in, or more stringent enforcement of, health, safety and environmental regulations applicable to our manufacturing operations and facilities;
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•
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the legal, economic, social and political risks associated with our substantial operations in multiple countries;
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•
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the possibility that fluctuation of foreign currency exchange rates could materially harm our financial results;
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•
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the possibility that our results of operations could deteriorate if our manufacturing operations were substantially; disrupted for an extended period, including as a result of equipment failure, climate change, natural disasters, public health crises, political crises or other catastrophic events; the possibility that plant capacity expansions may be delayed or may not achieve the expected benefits;
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•
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our dependence on third parties for certain construction, maintenance, engineering, transportation, warehousing and logistics services;
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•
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the possibility that we are unable to recruit or retain key management and plant operating personnel or successfully negotiate with the representatives of our employees, including labor unions;
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•
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the possibility that we may divest or acquire businesses, which could require significant management attention or disrupt our business;
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•
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the sensitivity of goodwill on our balance sheet to changes in the market;
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•
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the possibility that we are subject to information technology systems failures, cybersecurity attacks, network disruptions and breaches of data security;
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•
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our dependence on protecting our intellectual property;
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•
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the possibility that third parties may claim that our products or processes infringe their intellectual property rights
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•
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the possibility that significant changes in our jurisdictional earnings mix or in the tax laws of those jurisdictions could adversely affect our business;
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•
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the possibility that our indebtedness could limit our financial and operating activities or that our cash flows may not be sufficient to service our indebtedness;
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•
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the possibility that restrictive covenants in our financing agreements could restrict or limit our operations;
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•
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the fact that borrowings under certain of our existing financing agreements subjects us to interest rate risk;
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•
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the possibility of a lowering or withdrawal of the ratings assigned to our debt;
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•
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the possibility that disruptions in the capital and credit markets could adversely affect our results of operations, cash flows and financial condition, or those of our customers and suppliers;
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•
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the possibility that highly concentrated ownership of our common stock may prevent minority stockholders from influencing significant corporate decisions;
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•
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the fact that certain of our stockholders have the right to engage or invest in the same or similar businesses as us;
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•
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the fact that certain provisions of our Amended and Restated Certificate of Incorporation and our Amended and Restated By‑Laws could hinder, delay or prevent a change of control;
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•
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the fact that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders; and
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•
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our status as a “controlled company” within the meaning of the NYSE corporate governance standards, which allows us to qualify for exemptions from certain corporate governance requirements; and other risks described in the “Risk Factors” section of this report.
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Item 1.
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Business
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(1)
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Weighted average realized price for a period reflects the total revenues from sales of graphite electrodes for the period divided by the graphite electrode sales volume for that period. The weighted average realized prices in this chart are shown in constant 2018 dollars for comparability. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Key Operating Metrics.”
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(2)
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Weighted average contract price for a period reflects the volume‑weighted average price for graphite electrodes to be delivered under the three‑ to five‑year take‑or‑pay contracts we have entered into in 2018 and 2019. All of these contracts have fixed prices and either fixed volumes (85% of the portfolio) or a specified volume range (15% of the portfolio). For those contracts with a specified volume range, weighted average contract prices are computed using the volume midpoint. The aggregate difference between the volume midpoint and the minimum or maximum volumes across our cumulative portfolio of take‑or‑pay contracts with specified volume ranges is approximately 5,000 MT per year in 2019‑2022. See “Business-Contracts and Customers.”
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(1)
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Contract volume reflects volumes contracted under three‑ to five‑year take‑or‑pay contracts. Contract volume in the above graph reflects the midpoint of the contracts with a specified volume range.
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(2)
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Weighted average contract price reflects the volume‑weighted average price for graphite electrodes at which we have entered into three‑ to five‑year take‑or‑pay contracts as of the date hereof. For those contracts with a specified volume range, weighted average contract prices are computed using the volume midpoint.
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(1)
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Graphite electrode sales represent sales outside of China
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Item 1A.
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Risk Factors
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•
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limitations, which may be imposed under new legislation or regulation;
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•
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suppliers’ allocations to meet demand from other purchasers during periods of shortage (or, in the case of energy suppliers, extended hot or cold weather);
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•
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interruptions or cessations in production by suppliers; and
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•
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market and other events and conditions.
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•
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currency fluctuations and devaluations in currency exchange rates, including impacts of transactions in various currencies, translation of various currencies into dollars for U.S. reporting and financial covenant compliance purposes, and impacts on results of operations due to the fact that the costs of our non‑U.S. operations are primarily incurred in local currencies while their products are primarily sold in dollars and euros;
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•
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imposition of or increase in customs duties and other tariffs;
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•
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imposition of or increases in currency exchange controls, including imposition of or increases in limitations on conversion of various currencies into dollars, euros, or other currencies, making of intercompany loans by subsidiaries or remittance of dividends, interest or principal payments or other payments by subsidiaries;
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•
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imposition of or increases in revenue, income or earnings taxes and withholding and other taxes on remittances and other payments by subsidiaries;
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•
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inflation, deflation and stagflation in any country in which we have a manufacturing facility;
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•
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imposition of or increases in investment or trade restrictions by the United States or other jurisdictions or trade sanctions adopted by the United States;
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•
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inability to determine or satisfy legal requirements, effectively enforce contract or legal rights, including our rights under our three‑ to five‑year take‑or‑pay contracts, and obtain complete financial or other information under local legal, judicial, regulatory, disclosure and other systems; and
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•
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nationalization or expropriation of assets, and other risks that could result from a change in government or government policy, or from other political, social or economic instability.
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•
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our inability to successfully or profitably integrate, operate, maintain and manage our newly acquired operations or employees;
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•
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the diversion of our management’s attention from our existing business;
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•
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possible material adverse effects on our results of operations during the integration process;
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•
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becoming subject to contingent or other liabilities, including liabilities arising from events or conduct predating the acquisition that were not known to us at the time of the acquisition; and
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•
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our possible inability to achieve the intended objectives of the transaction, including the inability to achieve cost savings and synergies.
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•
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any of the U.S. or non‑U.S. patents now or hereafter owned by us, or that third parties have licensed to us or may in the future license to us, will not be circumvented, challenged or invalidated;
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•
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any of the U.S. or non‑U.S. patents that third parties have non‑exclusively licensed to us, or may non‑exclusively license to us in the future, will not be licensed to others; or
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•
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any of the patents for which we have applied or may in the future apply will be issued at all or with the breadth of claim coverage we seek.
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•
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lowering corporate income tax rates;
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•
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temporarily allowing for immediate expensing of expenditures for certain tangible property;
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•
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repealing the corporate alternative minimum tax;
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•
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implementing a 100% dividends‑received deduction on certain dividends from 10% or greater owned foreign subsidiaries;
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•
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imposing an income tax on deemed repatriated earnings of foreign subsidiaries generally as of December 31, 2017 (payable at reduced rates and potentially over an eight year period);
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•
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imposing tax at a reduced rate on certain income derived by foreign corporate subsidiaries in excess of a deemed return on tangible assets (i.e., tax on “global intangible low‑taxed income” or GILTI);
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•
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imposing limitations on the ability to deduct interest expense and utilize net operating losses (or NOLs), and
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•
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instituting certain proposals to limit base erosion (including the “base erosion anti‑abuse tax” or BEAT, and limitations on the deductibility of certain related‑party payments).
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•
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require us to dedicate a substantial portion of our cash flow to the payment of principal and interest, thereby reducing the funds available for operations and future business opportunities;
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•
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make it more difficult for us to satisfy our obligations;
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•
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limit our ability to borrow additional money if needed for other purposes, including working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes, on satisfactory terms or at all;
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•
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limit our ability to adjust to changing economic, business and competitive conditions;
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•
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place us at a competitive disadvantage with competitors who may have less indebtedness or greater access to financing;
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•
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make us more vulnerable to an increase in interest rates, a downturn in our operating performance or a decline in general economic conditions; and
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•
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make us more susceptible to changes in credit ratings, which could impact our ability to obtain financing in the future and increase the cost of such financing.
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•
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incur, repay or refinance indebtedness;
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•
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create liens on or sell our assets;
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•
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engage in certain fundamental corporate changes or changes to our business activities;
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•
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make investments or engage in mergers or acquisitions;
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•
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pay dividends or repurchase stock;
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•
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engage in certain affiliate transactions;
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•
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enter into agreements or otherwise restrict our subsidiaries from making distributions or paying dividends to the borrowers under the Senior Secured Credit Facilities or to us or certain of our subsidiaries, as applicable; and
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•
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repay intercompany indebtedness or make intercompany distributions or pay intercompany dividends.
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•
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provisions in our Amended Certificate of Incorporation and Amended By‑Laws that prevent stockholders from calling special meetings of our stockholders, except where the Delaware General Corporation Law (or the DGCL) confers the right to fix the date of such meetings upon stockholders;
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•
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advance notice requirements by stockholders with respect to director nominations and actions to be taken at annual meetings;
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•
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certain rights of Brookfield with respect to the designation of directors for nomination and election to our board of directors;
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•
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no provision in our Amended Certificate of Incorporation or Amended By‑Laws provides for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of our common stock can elect all the directors standing for election;
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•
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under our Amended Certificate of Incorporation, our board of directors have authority to cause the issuance of preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of our stockholders; and
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•
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nothing in our Amended Certificate of Incorporation precludes future issuances without stockholder approval of the authorized but unissued shares of our common stock.
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•
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any derivative action or proceeding brought on our behalf;
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•
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any action asserting a breach of fiduciary duty;
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•
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any action asserting a claim against us arising under the DGCL, our Amended Certificate of Incorporation, or our Amended By‑Laws; and
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•
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any action asserting a claim against us that is governed by the internal‑affairs doctrine.
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•
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the requirement that a majority of our board of directors consist of independent directors;
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•
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the requirement that our governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
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•
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the requirement that our compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
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•
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variations in our quarterly or annual operating results;
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•
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changes in our earnings estimates (if provided) or differences between our actual financial and operating results and those expected by investors and analysts;
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•
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the contents of published research reports about us or our industry or the failure of securities analysts to cover our common stock;
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•
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additions or departures of key management personnel;
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•
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any increased indebtedness we may incur in the future;
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•
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announcements by us or others and developments affecting us;
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•
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actions by institutional stockholders;
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•
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litigation and governmental investigations;
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•
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changes in market valuations of similar companies;
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•
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speculation or reports by the press or investment community with respect to us or our industry in general;
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•
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increases in market interest rates that may lead purchasers of our shares to demand a higher yield;
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•
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announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic relationships, joint ventures or capital commitments; and
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•
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general market, political and economic conditions, including any such conditions and local conditions in the markets in which our customers are located.
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Item 1B.
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Unresolved Staff Comments
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•
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Not applicable.
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
|
•
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Not applicable.
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Name
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Age
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Position
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David J. Rintoul
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62
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President and Chief Executive Officer
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Quinn J. Coburn
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55
|
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Vice President, Chief Financial Officer and Treasurer
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Item 6.
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Selected Financial Data
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(a)
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Successor period data gives effect to the 3,022,259.23-for-1 stock split on our common stock effected on April 12, 2018.
|
(b)
|
Calculated by total dividends paid of $2,294,265 divided by weighted average shares outstanding. $2,022,000 of these dividends were declared and paid to Brookfield prior to our IPO. All other dividends were declared and paid to all common stockholders.
|
(c)
|
Represents pension and post-retirement benefits and related costs and miscellaneous other long-term obligations.
|
(d)
|
A closing balance sheet as of August 14, 2015 was not required as part of previous filings.
|
|
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For the year ended December 31,
|
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(in thousands)
|
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2018
|
|
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2017
|
|
|
2016
|
|
|||
Net sales
|
|
$
|
1,895,910
|
|
|
$
|
550,771
|
|
|
$
|
437,963
|
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Net income (loss)
|
|
$
|
854,219
|
|
|
$
|
7,983
|
|
|
$
|
(235,843
|
)
|
EBITDA from continuing operations
(1)
|
|
$
|
1,102,625
|
|
|
$
|
97,884
|
|
|
$
|
(12,251
|
)
|
Adjusted EBITDA from continuing operations
(1)
|
|
$
|
1,205,021
|
|
|
$
|
95,806
|
|
|
$
|
(2,898
|
)
|
|
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For the year ended December 31,
|
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(in thousands, except price data)
|
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2018
|
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2017
|
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2016
|
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Sales volume (MT)
(2)
|
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185
|
|
|
172
|
|
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163
|
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Weighted average realized price
(3)
|
|
9,937
|
|
|
2,945
|
|
|
2,459
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Production volume (MT)
(4)
|
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179
|
|
|
166
|
|
|
151
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Production capacity excluding St. Marys during idle period (MT)
(5)(6)
|
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180
|
|
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167
|
|
|
176
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Capacity utilization excluding St. Marys during idle period
(5)(7)
|
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99
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%
|
|
99
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%
|
|
85
|
%
|
Total production capacity
(6)(8)
|
|
208
|
|
|
195
|
|
|
195
|
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Total capacity utilization
(7)(8)
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86
|
%
|
|
85
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%
|
|
77
|
%
|
(1)
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See below for more information and a reconciliation of EBITDA and adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP.
|
(2)
|
Sales volume reflects the total volume of graphite electrodes sold for which revenue has been recognized during the period. See below for more information on our key operating metrics.
|
(3)
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Weighted average realized price reflects the total revenues from sales of graphite electrodes for the period divided by the graphite electrode sales volume for that period. See below for more information on our key operating metrics.
|
(4)
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Production volume reflects graphite electrodes produced during the period. See below for more information on our key operating metrics.
|
(5)
|
The St. Marys, Pennsylvania facility was temporarily idled effective the second quarter of 2016 except for the machining of semi‑finished products sourced from other plants. In the first quarter of 2018, our St. Marys facility began graphitizing a limited amount of electrodes sourced from our Monterrey, Mexico facility.
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(6)
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Production capacity reflects expected maximum production volume during the period under normal operating conditions, standard product mix and expected maintenance downtime. Actual production may vary. See below for more information on our key operating metrics.
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(7)
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Capacity utilization reflects production volume as a percentage of production capacity. See below for more information on our key operating metrics.
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(8)
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Includes graphite electrode facilities in Calais, France; Monterrey, Mexico; Pamplona, Spain and St. Marys, Pennsylvania.
|
•
|
adjusted EBITDA from continuing operations does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
adjusted EBITDA from continuing operations does not reflect our cash expenditures for capital equipment or other contractual commitments, including any capital expenditure requirements to augment or replace our capital assets;
|
•
|
adjusted EBITDA from continuing operations does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness;
|
•
|
adjusted EBITDA from continuing operations does not reflect tax payments that may represent a reduction in cash available to us;
|
•
|
adjusted EBITDA from continuing operations does not reflect expenses relating to our pension and OPEB plans;
|
•
|
adjusted EBITDA from continuing operations does not reflect impairment of long‑lived assets and goodwill;
|
•
|
adjusted EBITDA from continuing operations does not reflect the non‑cash gains or losses from foreign currency remeasurement of non‑operating liabilities in our foreign subsidiaries where the functional currency is the U.S. dollar;
|
•
|
adjusted EBITDA from continuing operations does not reflect IPO expenses;
|
•
|
adjusted EBITDA from continuing operations does not reflect acquisition and proxy costs;
|
•
|
adjusted EBITDA from continuing operations does not reflect related party Tax Receivable Agreement expense;
|
•
|
adjusted EBITDA from continuing operations does not reflect rationalization‑related charges, stock-based compensation or the non‑cash write‑off of fixed assets; and
|
•
|
other companies, including companies in our industry, may calculate EBITDA from continuing operations and adjusted EBITDA from continuing operations differently, which reduces its usefulness as a comparative measure.
|
|
|
For the year ended December 31,
|
|||||||
(in thousands)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|||||||
Net income (loss)
|
|
854,219
|
|
|
7,983
|
|
|
(235,843
|
)
|
Add:
|
|
|
|
|
|
|
|||
Discontinued operations
|
|
(331
|
)
|
|
6,229
|
|
|
126,974
|
|
Depreciation and amortization
|
|
66,413
|
|
|
64,025
|
|
|
77,614
|
|
Interest expense
|
|
135,061
|
|
|
30,823
|
|
|
26,914
|
|
Interest income
|
|
(1,657
|
)
|
|
(395
|
)
|
|
(358
|
)
|
Income taxes
|
|
48,920
|
|
|
(10,781
|
)
|
|
(7,552
|
)
|
EBITDA from continuing operations
|
|
1,102,625
|
|
|
97,884
|
|
|
(12,251
|
)
|
Adjustments:
|
|
|
|
|
|
|
|||
Pension and OPEB plan (gain) expenses
(1)
|
|
3,893
|
|
|
(1,611
|
)
|
|
(626
|
)
|
Rationalization‑related (gains)/charges
(2)
|
|
—
|
|
|
(3,970
|
)
|
|
5,209
|
|
Intial public offering ("IPO") expenses
(3)
|
|
5,173
|
|
|
—
|
|
|
—
|
|
Acquisition and proxy contests costs
(4)
|
|
—
|
|
|
886
|
|
|
8,036
|
|
Non‑cash loss (gain) on foreign currency remeasurement
(5)
|
|
818
|
|
|
1,731
|
|
|
(5,465
|
)
|
Stock-based compensation
(6)
|
|
1,152
|
|
|
—
|
|
|
—
|
|
Non‑cash fixed asset write‑off
(7)
|
|
4,882
|
|
|
886
|
|
|
2,199
|
|
Related party Tax Receivable Agreement expense
(8)
|
|
86,478
|
|
|
—
|
|
|
—
|
|
Adjusted EBITDA from continuing operations
|
|
1,205,021
|
|
|
95,806
|
|
|
(2,898
|
)
|
(1)
|
Service and interest cost of our OPEB plans. Also includes a mark‑to‑market loss (gain) for plan assets as of December of each year. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations
-
Components of Results of Operations
-
Selling and Administrative Expenses” for more information.
|
(2)
|
Costs associated with rationalizations in our graphite electrode manufacturing operations and in the corporate structure. They include severance charges, contract termination charges, write‑off of equipment and (gain)/loss on sale of manufacturing sites.
|
(3)
|
Legal, accounting, printing and registration fees associated with the initial public offering
|
(4)
|
Costs associated with the merger transaction with Brookfield, resulting in change in control compensation expenses.
|
(5)
|
Non‑cash (gain) loss from foreign currency remeasurement of non‑operating liabilities of our non‑U.S. subsidiaries where the functional currency is the U.S. dollar.
|
(6)
|
Non-cash expense for stock-based compensation grants
|
(7)
|
Non‑cash fixed asset write‑off recorded for obsolete manufacturing equipment.
|
(8)
|
Non-cash expense for future payment to our sole pre-IPO stockholder for tax assets that are expected to be utilized.
|
|
For the year ended December 31,
|
|||||||
(in thousands)
|
2018
|
|
|
2017
|
|
|
2016
|
|
Net sales:
|
|
|
|
|
|
|||
United States
|
429,599
|
|
|
103,890
|
|
|
74,526
|
|
Americas (excluding the United States)
|
367,561
|
|
|
129,103
|
|
|
116,944
|
|
Asia Pacific
|
131,578
|
|
|
46,329
|
|
|
41,302
|
|
Europe, Middle East, Africa
|
967,172
|
|
|
271,449
|
|
|
205,191
|
|
Total
|
1,895,910
|
|
|
550,771
|
|
|
437,963
|
|
|
|
For the Year Ended December 31,
|
|
Increase/ Decrease
|
|
% Change
|
|||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
|
|||||||||
Net sales
|
|
$
|
1,895,910
|
|
|
$
|
550,771
|
|
|
$
|
1,345,139
|
|
|
244
|
%
|
Cost of sales
|
|
705,698
|
|
|
461,545
|
|
|
244,153
|
|
|
53
|
%
|
|||
Additions to lower of cost or
market inventory reserve |
|
—
|
|
|
1,509
|
|
|
(1,509
|
)
|
|
(100
|
)%
|
|||
Gross profit
|
|
1,190,212
|
|
|
87,717
|
|
|
1,102,495
|
|
|
1,257
|
%
|
|||
Research and development
|
|
2,129
|
|
|
3,456
|
|
|
(1,327
|
)
|
|
(38
|
)%
|
|||
Selling and administrative expenses
|
|
62,032
|
|
|
52,506
|
|
|
9,526
|
|
|
18
|
%
|
|||
Operating income
|
|
1,126,051
|
|
|
31,755
|
|
|
1,094,296
|
|
|
3,446
|
%
|
|||
Other expense (income), net
|
|
3,361
|
|
|
(2,104
|
)
|
|
5,465
|
|
|
(260
|
)%
|
|||
Related party Tax Receivable Agreement expense
|
|
86,478
|
|
|
—
|
|
|
86,478
|
|
|
N/A
|
|
|||
Interest expense
|
|
135,061
|
|
|
30,823
|
|
|
104,238
|
|
|
338
|
%
|
|||
Interest income
|
|
(1,657
|
)
|
|
(395
|
)
|
|
(1,262
|
)
|
|
319
|
%
|
|||
Income from continuing operations
before provision for income taxes |
|
902,808
|
|
|
3,431
|
|
|
899,377
|
|
|
26,213
|
%
|
|||
Provision (benefit) for income taxes
|
|
48,920
|
|
|
(10,781
|
)
|
|
59,701
|
|
|
(554
|
)%
|
|||
Net income from continuing operations
|
|
$
|
853,888
|
|
|
$
|
14,212
|
|
|
$
|
839,676
|
|
|
5,908
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
|
331
|
|
|
(6,229
|
)
|
|
6,560
|
|
|
(105
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
|
$
|
854,219
|
|
|
$
|
7,983
|
|
|
$
|
846,236
|
|
|
10,600
|
%
|
|
For the Year Ended December 31, 2018
|
|
For the Year Ended December 31, 2017
|
||||
|
|
|
|
||||
Tax expense (benefit)
|
$
|
48,920
|
|
|
$
|
(10,781
|
)
|
Income from continuing operations
before provision for income taxes |
902,808
|
|
|
$
|
3,431
|
|
|
Effective tax rates
|
5.4
|
%
|
|
(314.2
|
)%
|
|
For the Year Ended December 31,
|
|
Increase/ Decrease
|
|
% Change
|
|||||||||
(in thousands)
|
2017
|
|
2016
|
|
|
|||||||||
Net sales
|
$
|
550,771
|
|
|
$
|
437,963
|
|
|
$
|
112,808
|
|
|
26
|
%
|
Cost of sales
|
461,545
|
|
|
449,228
|
|
|
12,317
|
|
|
3
|
%
|
|||
Additions to lower of cost or
market inventory reserve |
1,509
|
|
|
18,974
|
|
|
(17,465
|
)
|
|
(92
|
)%
|
|||
Gross profit (loss)
|
87,717
|
|
|
(30,239
|
)
|
|
117,956
|
|
|
(390
|
)%
|
|||
Research and development
|
3,456
|
|
|
2,534
|
|
|
922
|
|
|
36
|
%
|
|||
Selling and administrative expenses
|
52,506
|
|
|
58,515
|
|
|
(6,009
|
)
|
|
(10
|
)%
|
|||
Impairment of long-lived assets and goodwill
|
—
|
|
|
2,843
|
|
|
(2,843
|
)
|
|
N/A
|
|
|||
Operating income (loss)
|
31,755
|
|
|
(94,131
|
)
|
|
125,886
|
|
|
(134
|
)%
|
|||
Other expense (income), net
|
(2,104
|
)
|
|
(4,266
|
)
|
|
2,162
|
|
|
(51
|
)%
|
|||
Interest expense
|
30,823
|
|
|
26,914
|
|
|
3,909
|
|
|
15
|
%
|
|||
Interest income
|
(395
|
)
|
|
(358
|
)
|
|
(37
|
)
|
|
10
|
%
|
|||
Income (loss) from continuing operations
before provision for income taxes |
3,431
|
|
|
(116,421
|
)
|
|
119,852
|
|
|
(103
|
)%
|
|||
Benefit from income taxes
|
(10,781
|
)
|
|
(7,552
|
)
|
|
(3,229
|
)
|
|
43
|
%
|
|||
Net income (loss) from continuing operations
|
14,212
|
|
|
$
|
(108,869
|
)
|
|
123,081
|
|
|
(113
|
)%
|
||
|
|
|
|
|
|
|
|
|
||||||
Loss from discontinued operations, net of tax
|
(6,229
|
)
|
|
(126,974
|
)
|
|
120,745
|
|
|
(95
|
)%
|
|||
|
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
7,983
|
|
|
$
|
(235,843
|
)
|
|
$
|
243,826
|
|
|
(103
|
)%
|
|
For the Year Ended December 31, 2017
|
|
For the Year Ended December 31, 2016
|
||||
|
(Dollars in thousands)
|
||||||
Tax benefit
|
$
|
(10,781
|
)
|
|
$
|
(7,552
|
)
|
Income (loss) from continuing operations
before provision for income taxes |
$
|
3,431
|
|
|
$
|
(116,421
|
)
|
Effective tax rates
|
(314.2
|
)%
|
|
6.5
|
%
|
|
For the Year Ended December 31,
|
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
||||||
|
(Dollars in millions)
|
|||||||||||
Cash flow provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
$
|
836.6
|
|
|
$
|
36.6
|
|
|
$
|
22.8
|
|
|
Investing activities
|
(67.3
|
)
|
|
(2.2
|
)
|
|
(10.5
|
)
|
|
|||
Financing activities
|
(731.0
|
)
|
|
(33.0
|
)
|
|
(8.3
|
)
|
|
•
|
Non-cash items such as depreciation and amortization; impairment, post-retirement obligations and pension plan changes;
|
•
|
Gains and losses attributed to investing and financing activities such as gains and losses on the sale of assets and unrealized currency transaction gains and losses; and
|
•
|
Changes in operating assets and liabilities which reflect timing differences between the receipt and payment of cash associated with transactions and when they are recognized in results of operations.
|
•
|
use of funds of
$139.2 million
from the increase in accounts receivable, which was due primarily to increased sales driven by higher sales prices, partially offset by improved collection terms;
|
•
|
use of funds from increases in inventory of
$126.4 million
due to the increased price of raw materials and higher production levels;
|
•
|
source of funds of
$7.1 million
from decreased prepaid and other current assets primarily resulting from commodity hedge collections and a reduction in advanced payments to suppliers;
|
•
|
source of funds of
$67.1 million
resulting from an increase in income taxes payable driven by higher profits in 2018;
|
•
|
source of funds of
$15.7 million
from increases in accounts payable and other accruals primarily driven by increased raw material costs.
|
•
|
use of funds of $29.8 million from the increase in accounts receivable, which was due primarily to increased sales driven by higher sales prices;
|
•
|
use of funds from increases in inventory of $15.6 million primarily due to the increased price of raw materials;
|
•
|
use of funds of $10.6 million from increased prepaid and other current assets resulting from increased value‑added tax receivables in foreign jurisdictions; and
|
•
|
source of funds of $36.4 million from increases in accounts payable and other accruals primarily driven by customer deposits associated with our new three‑to five‑year take‑or‑pay contracts and the timing of payments for other liabilities.
|
•
|
source of funds of $3.4 million from the decrease in accounts receivable, which was due primarily to the timing of sales and payment collections during the year;
|
•
|
source of funds from inventory reductions of $53.5 million primarily due to the planned reduction of inventory levels built up in prior years;
|
•
|
source of funds of $15.8 million from increases in accounts payable; and
|
•
|
use of funds of $2.8 million for the settlement of rationalization related liabilities.
|
|
Payments Due by Year Ending December 31,
|
||||||||||||||||||
|
Total
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
2024+
|
||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||||
Contractual and Other Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
2018 Term Loan Facility (a)
|
$
|
2,194,642
|
|
|
$
|
112,644
|
|
|
$
|
225,287
|
|
|
$
|
225,287
|
|
|
$
|
1,631,424
|
|
Interest on Long-term Debt (b)
|
720,695
|
|
|
131,830
|
|
|
250,884
|
|
|
223,719
|
|
|
114,262
|
|
|||||
Leases
|
9,665
|
|
|
4,474
|
|
|
4,244
|
|
|
604
|
|
|
343
|
|
|||||
Total contractual obligations
|
2,925,002
|
|
|
248,948
|
|
|
480,415
|
|
|
449,610
|
|
|
1,746,029
|
|
|||||
Postretirement, pension and related benefits (c)
|
117,117
|
|
|
11,732
|
|
|
23,165
|
|
|
23,061
|
|
|
59,159
|
|
|||||
Committed purchase obligations (d)
|
53,000
|
|
|
53,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Related party Tax Receivable Agreement (e)
|
86,478
|
|
|
—
|
|
|
44,380
|
|
|
30,381
|
|
|
11,717
|
|
|||||
Other long-term obligations
|
11,149
|
|
|
5,966
|
|
|
3,966
|
|
|
78
|
|
|
1,139
|
|
|||||
Uncertain income tax provisions
|
1,990
|
|
|
1,990
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual and other obligations (f)
|
$
|
3,194,736
|
|
|
$
|
321,636
|
|
|
$
|
551,926
|
|
|
$
|
503,130
|
|
|
$
|
1,818,044
|
|
Other Commercial Commitments
|
|
|
|
|
|
|
|
|
|
||||||||||
Guarantees (g)
|
932
|
|
|
932
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total other commercial commitments
|
$
|
932
|
|
|
$
|
932
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
The Company entered into the 2018 Credit Agreement, which provided for the 2018 Term Loan Facility and 2018 Revolving Credit Facility. The proceeds of the 2018 Term Loan Facility were used to redeem the Senior Notes, repay outstanding indebtedness under the amended and restated credit agreement dated February 27, 2015, pay fees and expenses relating to the redemption of the Senior Notes and repayment of such indebtedness and pay a dividend. The 2018 Term Loan Facility has an outstanding balance of $2,194 million and matures on February 12, 2025. The term loan bears interest at a rate equal to either the Adjusted LIBO Rate, plus an applicable margin initially equal to 3.50% per annum or the ABR Rate, plus an applicable margin initially equal to 2.50% per annum, in each case with one step down of 75 basis points based on achievement of certain public ratings of the 2018 Term Loans (see "Liquidity and Capital Resources" for full details of this transaction).
|
(b)
|
Represented estimated interest payments required on 2018 Term Loan Facility using a monthly LIBOR curve through Februrary 2025.
|
(c)
|
Represents estimated postretirement, pension and related benefits obligations based on actuarial calculations.
|
(d)
|
Represents committed purchases of raw materials.
|
(e)
|
Represents Brookfield's right to receive future payments from us for 85% of the amount of cash savings, if any, in U.S. federal income tax and Swiss tax that we and our subsidiaries realize as a result of the utilization of certain tax assets attributable
|
(f)
|
In addition, letters of credit of
$4.5 million
were issued under the Revolving Facility as of December 31, 2018.
|
(g)
|
Represents surety bonds, which are renewed annually, and other bank guarantees. If rates were unfavorable, we would use letters of credit under our revolving facility.
|
•
|
The notional amount of foreign exchange and commodity contracts;
|
•
|
Commitments under non‑cancelable operating leases that, as of
December 31, 2018
, totaled no more than
$4.5 million
in each year and
$9.7 million
in the aggregate and as of
December 31, 2018
;
|
•
|
Letters of credit outstanding under the Revolving Facility of
$4.5 million
as of
December 31, 2018
and $8.7 million as of December 31, 2017; and
|
•
|
Surety bonds and guarantees with other banks totaling
$0.9 million
|
|
For the Year Ended December 31,
|
||||||||||
2018
|
|
2017
|
|
2016
|
|||||||
(Dollars in thousands)
|
|||||||||||
Expenses relating to environmental protection
|
$
|
12,355
|
|
|
$
|
7,973
|
|
|
$
|
8,255
|
|
Capital expenditures related to environmental protection
|
4,080
|
|
|
2,080
|
|
|
1,693
|
|
•
|
new technological developments that provide significantly enhanced benefits over our current technology;
|
•
|
significant negative economic or industry trends;
|
•
|
changes in our business strategy that alter the expected usage of the related assets; and
|
•
|
future economic results that are below our expectations used in the current assessments.
|
•
|
estimate our actual current tax liability in each jurisdiction;
|
•
|
estimate our temporary differences resulting from differing treatment of items for tax and accounting purposes (which result in deferred tax assets and liabilities that we include within the Consolidated Balance Sheets); and
|
•
|
assess the likelihood that our deferred tax assets will be recovered from future taxable income and, if we believe that recovery is not more likely than not, a valuation allowance is established.
|
|
For the Year Ended December 31, 2017
|
|
For the Year Ended December 31, 2016
|
||||||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
|
As
Reported
|
|
Effect of Accounting Change
|
|
As
Adjusted
|
|
As
Reported
|
|
Effect of Accounting Change
|
|
As
Adjusted
|
||||||||||||
Cost of Sales
|
$
|
462,848
|
|
|
$
|
206
|
|
|
$
|
463,054
|
|
|
$
|
466,990
|
|
|
$
|
1,212
|
|
|
$
|
468,202
|
|
Research and development
|
2,951
|
|
|
505
|
|
|
3,456
|
|
|
2,399
|
|
|
135
|
|
|
2,534
|
|
||||||
Selling and administrative expenses
|
49,479
|
|
|
3,027
|
|
|
52,506
|
|
|
57,784
|
|
|
731
|
|
|
58,515
|
|
||||||
Other (income) expense, net
|
1,634
|
|
|
(3,738
|
)
|
|
(2,104
|
)
|
|
(2,188
|
)
|
|
(2,078
|
)
|
|
(4,266
|
)
|
•
|
sales made by our subsidiaries in currencies other than local currencies;
|
•
|
raw material purchases made by our foreign subsidiaries in currencies other than local currencies; and
|
•
|
investments in and intercompany loans to our foreign subsidiaries and our share of the earnings of those subsidiaries, to the extent denominated in currencies other than the U.S. dollar.
|
|
Page
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
49,880
|
|
|
$
|
13,365
|
|
Accounts and notes receivable, net of allowance for doubtful accounts of $1,129 as of December 31, 2018 and $1,097 as of December 31, 2017
|
248,286
|
|
|
116,841
|
|
||
Inventories
|
293,717
|
|
|
174,151
|
|
||
Prepaid expenses and other current assets
|
46,168
|
|
|
44,872
|
|
||
Current assets of discontinued operations
|
—
|
|
|
5,313
|
|
||
Total current assets
|
638,051
|
|
|
354,542
|
|
||
Property, plant and equipment
|
688,842
|
|
|
642,651
|
|
||
Less: accumulated depreciation
|
175,137
|
|
|
129,810
|
|
||
Net property, plant and equipment
|
513,705
|
|
|
512,841
|
|
||
Deferred income taxes
|
71,707
|
|
|
30,768
|
|
||
Goodwill
|
171,117
|
|
|
171,117
|
|
||
Other assets
|
110,911
|
|
|
129,835
|
|
||
Total assets
|
$
|
1,505,491
|
|
|
$
|
1,199,103
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
88,097
|
|
|
$
|
69,110
|
|
Short-term debt
|
106,323
|
|
|
16,474
|
|
||
Accrued income and other taxes
|
82,255
|
|
|
9,737
|
|
||
Other accrued liabilities
|
50,452
|
|
|
53,226
|
|
||
Current liabilities of discontinued operations
|
—
|
|
|
3,412
|
|
||
Total current liabilities
|
327,127
|
|
|
151,959
|
|
||
Long-term debt
|
2,050,311
|
|
|
322,900
|
|
||
Other long-term obligations
|
72,519
|
|
|
68,907
|
|
||
Deferred income taxes
|
45,825
|
|
|
41,746
|
|
||
Related party payable
|
86,478
|
|
|
—
|
|
||
Long-term liabilities of discontinued operations
|
—
|
|
|
376
|
|
||
Commitments and Contingencies – Notes 11 and 13
|
|
|
|
|
|
||
Stockholders’ (deficit) equity:
|
|
|
|
||||
Preferred stock, par value $0.01, 300,000,000 shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock, par value $.01, 3,000,000,000 shares authorized, 290,537,612 and 302,225,923 shares issued and outstanding as of December 31, 2018 and December 31, 2017*, respectively
|
2,905
|
|
|
3,022
|
|
||
Additional paid – in capital
|
819,622
|
|
|
851,315
|
|
||
Accumulated other comprehensive (loss) income
|
(5,800
|
)
|
|
20,289
|
|
||
Accumulated deficit
|
(1,893,496
|
)
|
|
(261,411
|
)
|
||
Total stockholders’ (deficit) equity
|
(1,076,769
|
)
|
|
613,215
|
|
||
|
|
|
|
||||
Total liabilities and stockholders’ equity (deficit)
|
$
|
1,505,491
|
|
|
$
|
1,199,103
|
|
* See Notes 1 and 15
|
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
1,895,910
|
|
|
$
|
550,771
|
|
|
$
|
437,963
|
|
Cost of sales
|
705,698
|
|
|
461,545
|
|
|
449,228
|
|
|||
Additions to lower of cost or
market inventory reserve |
—
|
|
|
1,509
|
|
|
18,974
|
|
|||
Gross profit (loss)
|
1,190,212
|
|
|
87,717
|
|
|
(30,239
|
)
|
|||
Research and development
|
2,129
|
|
|
3,456
|
|
|
2,534
|
|
|||
Selling and administrative expenses
|
62,032
|
|
|
52,506
|
|
|
58,515
|
|
|||
Impairment of long-lived assets and goodwill
|
—
|
|
|
—
|
|
|
2,843
|
|
|||
Operating income (loss)
|
1,126,051
|
|
|
31,755
|
|
|
(94,131
|
)
|
|||
|
|
|
|
|
|
||||||
Other expense (income), net
|
3,361
|
|
|
(2,104
|
)
|
|
(4,266
|
)
|
|||
Related party Tax Receivable Agreement expense
|
86,478
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
135,061
|
|
|
30,823
|
|
|
26,914
|
|
|||
Interest income
|
(1,657
|
)
|
|
(395
|
)
|
|
(358
|
)
|
|||
Income (loss) from continuing operations
before provision (benefit) for income taxes
|
902,808
|
|
|
3,431
|
|
|
(116,421
|
)
|
|||
Provision (benefit) for income taxes
|
48,920
|
|
|
(10,781
|
)
|
|
(7,552
|
)
|
|||
Net income (loss) from continuing operations
|
853,888
|
|
|
14,212
|
|
|
(108,869
|
)
|
|||
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations, net of tax*
|
331
|
|
|
(6,229
|
)
|
|
(126,974
|
)
|
|||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
854,219
|
|
|
$
|
7,983
|
|
|
$
|
(235,843
|
)
|
|
|
|
|
|
|
||||||
Basic income (loss) per share:
|
|
|
|
|
|
||||||
Net income (loss) per share
|
$
|
2.87
|
|
|
$
|
0.03
|
|
|
$
|
(0.78
|
)
|
Net Income (loss) from continuing operations per share
|
2.87
|
|
|
0.05
|
|
|
(0.36
|
)
|
|||
Weighted average shares outstanding
|
297,748,327
|
|
|
302,225,923
|
|
|
302,225,923
|
|
|||
Diluted income (loss) per share:
|
|
|
|
|
|
||||||
Net income (loss) per share
|
2.87
|
|
|
0.03
|
|
|
(0.78
|
)
|
|||
Diluted net income (loss) from continuing operations per share
|
2.87
|
|
|
0.05
|
|
|
(0.36
|
)
|
|||
Weighted average diluted shares outstanding
|
297,753,770
|
|
|
302,225,923
|
|
|
302,225,923
|
|
|||
|
|
|
|
|
|
||||||
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|||||||
Net income (loss)
|
$
|
854,219
|
|
|
$
|
7,983
|
|
|
$
|
(235,843
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax of ($288), $0, and $0, respectively
|
(18,391
|
)
|
|
23,028
|
|
|
2,574
|
|
|||
Commodities and foreign currency derivatives and other, net of tax of $802, $0, and ($20), respectively
|
(7,698
|
)
|
|
4,819
|
|
|
125
|
|
|||
Other comprehensive (loss) income, net of tax:
|
(26,089
|
)
|
|
27,847
|
|
|
2,699
|
|
|||
Comprehensive income (loss)
|
$
|
828,130
|
|
|
$
|
35,830
|
|
|
$
|
(233,144
|
)
|
|
For the Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flow from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
854,219
|
|
|
$
|
7,983
|
|
|
$
|
(235,843
|
)
|
Adjustments to reconcile net income (loss)
to cash provided by operations:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
66,413
|
|
|
66,443
|
|
|
82,891
|
|
|||
Impairment of long-lived assets
|
—
|
|
|
5,300
|
|
|
122,750
|
|
|||
Related party Tax Receivable Agreement expense
|
86,478
|
|
|
—
|
|
|
—
|
|
|||
Deferred income tax provision
|
(37,078
|
)
|
|
(15,695
|
)
|
|
(12,062
|
)
|
|||
Loss on extinguishment of debt
|
23,827
|
|
|
—
|
|
|
—
|
|
|||
Non-cash interest expense
|
5,320
|
|
|
6,805
|
|
|
6,551
|
|
|||
Other charges, net
|
15,761
|
|
|
(9,607
|
)
|
|
(735
|
)
|
|||
Net change in working capital*
|
(177,754
|
)
|
|
(20,004
|
)
|
|
68,630
|
|
|||
Change in long-term assets and liabilities
|
(583
|
)
|
|
(4,652
|
)
|
|
(9,367
|
)
|
|||
Net cash provided by operating activities
|
836,603
|
|
|
36,573
|
|
|
22,815
|
|
|||
Cash flow from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(68,221
|
)
|
|
(34,664
|
)
|
|
(27,858
|
)
|
|||
Cash received from divestitures
|
—
|
|
|
27,254
|
|
|
15,889
|
|
|||
Derivative instrument settlements, net
|
—
|
|
|
—
|
|
|
377
|
|
|||
Proceeds from the sale of fixed assets
|
926
|
|
|
5,211
|
|
|
1,121
|
|
|||
Net cash used in investing activities
|
(67,295
|
)
|
|
(2,199
|
)
|
|
(10,471
|
)
|
|||
Cash flow from financing activities:
|
|
|
|
|
|
||||||
Short-term debt (reductions) borrowings, net
|
(12,607
|
)
|
|
5,110
|
|
|
7,363
|
|
|||
Credit Facility borrowings
|
—
|
|
|
77,000
|
|
|
56,000
|
|
|||
Credit Facility reductions
|
(45,692
|
)
|
|
(114,839
|
)
|
|
(70,469
|
)
|
|||
Proceeds from the issuance of long-term
debt, net of original issue discount
|
2,235,000
|
|
|
—
|
|
|
—
|
|
|||
Repayment of Senior Notes
|
(304,782
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock
|
(225,000
|
)
|
|
—
|
|
|
—
|
|
|||
Principal payments on long-term debt
|
(56,372
|
)
|
|
(266
|
)
|
|
(289
|
)
|
|||
Dividends paid to non-related-party
|
(55,616
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid to related-party
|
(1,488,649
|
)
|
|
—
|
|
|
—
|
|
|||
Related-party promissory note repayment
|
(750,000
|
)
|
|
—
|
|
|
—
|
|
|||
Refinancing fees and debt issuance costs
|
(27,326
|
)
|
|
—
|
|
|
(922
|
)
|
|||
Net cash (used in) provided by
financing activities
|
(731,044
|
)
|
|
(32,995
|
)
|
|
(8,317
|
)
|
|||
Net change in cash and cash equivalents
|
38,264
|
|
|
1,379
|
|
|
4,027
|
|
|||
Effect of exchange rate changes on cash
and cash equivalents
|
(1,749
|
)
|
|
376
|
|
|
656
|
|
|||
Cash and cash equivalents at beginning of period
|
13,365
|
|
|
11,610
|
|
|
6,927
|
|
|||
Cash and cash equivalents at end of period
|
$
|
49,880
|
|
|
$
|
13,365
|
|
|
$
|
11,610
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Net cash paid during the periods for:
|
|
|
|
|
|
||||||
Interest
|
$
|
108,006
|
|
|
$
|
25,277
|
|
|
$
|
23,578
|
|
Income taxes
|
21,444
|
|
|
3,467
|
|
|
3,329
|
|
|||
Non-cash financing activities:
|
|
|
|
|
|
||||||
Dividend payable - Promissory Note**
|
750,000
|
|
|
—
|
|
|
—
|
|
|||
* Net change in working capital due to the following components:
|
|
|
|
|
|
||||||
Accounts and notes receivable, net
|
$
|
(139,180
|
)
|
|
$
|
(29,755
|
)
|
|
$
|
3,432
|
|
Inventories
|
(126,355
|
)
|
|
(15,649
|
)
|
|
53,548
|
|
|||
Prepaid expenses and other current assets
|
7,116
|
|
|
(10,565
|
)
|
|
(1,424
|
)
|
|||
Income taxes payable
|
67,054
|
|
|
2,762
|
|
|
313
|
|
|||
Accounts payable and accruals
|
15,724
|
|
|
33,317
|
|
|
12,686
|
|
|||
Interest payable
|
(2,113
|
)
|
|
(114
|
)
|
|
75
|
|
|||
(Increase) decrease in working capital
|
$
|
(177,754
|
)
|
|
$
|
(20,004
|
)
|
|
$
|
68,630
|
|
|
Issued
Shares of
Common
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained Earnings (Accumulated
Deficit)
|
|
Total
Stockholders’
Equity (Deficit)
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2015
|
302,225,923
|
|
|
$
|
3,022
|
|
|
$
|
851,315
|
|
|
$
|
(10,257
|
)
|
|
$
|
(33,551
|
)
|
|
$
|
810,529
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(235,843
|
)
|
|
(235,843
|
)
|
|||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Commodity and foreign currency derivatives income (loss), net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commodity and foreign currency derivatives reclassification adjustments, net of tax of ($20)
|
—
|
|
|
—
|
|
|
—
|
|
|
125
|
|
|
—
|
|
|
125
|
|
|||||
Foreign currency translation adjustments, net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
2,574
|
|
|
—
|
|
|
2,574
|
|
|||||
Total other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,699
|
|
|
—
|
|
|
2,699
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2016
|
302,225,923
|
|
|
$
|
3,022
|
|
|
$
|
851,315
|
|
|
$
|
(7,558
|
)
|
|
$
|
(269,394
|
)
|
|
577,385
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,983
|
|
|
7,983
|
|
|||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Commodity and foreign currency derivatives income (loss), net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
4,819
|
|
|
—
|
|
|
4,819
|
|
|||||
Commodity and foreign currency derivatives reclassification adjustments, net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Foreign currency translation adjustments, net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
23,028
|
|
|
—
|
|
|
23,028
|
|
|||||
Total other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
27,847
|
|
|
—
|
|
|
27,847
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2017
|
302,225,923
|
|
|
$
|
3,022
|
|
|
$
|
851,315
|
|
|
$
|
20,289
|
|
|
$
|
(261,411
|
)
|
|
$
|
613,215
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
854,219
|
|
|
854,219
|
|
|||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Commodity and foreign currency derivatives income (loss), net of tax of $715
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,866
|
)
|
|
—
|
|
|
(6,866
|
)
|
|||||
Commodity and foreign currency derivatives reclassification adjustments, net of tax of $87
|
—
|
|
|
—
|
|
|
—
|
|
|
(832
|
)
|
|
—
|
|
|
(832
|
)
|
|||||
Foreign currency translation adjustments, net of tax of ($288)
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,391
|
)
|
|
—
|
|
|
(18,391
|
)
|
|||||
Total other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,089
|
)
|
|
—
|
|
|
(26,089
|
)
|
|||||
Common stock repurchased and retired
(from related party)
|
(11,688,311
|
)
|
|
(117
|
)
|
|
(32,844
|
)
|
|
—
|
|
|
(192,039
|
)
|
|
(225,000
|
)
|
|||||
Stock based compensation
|
—
|
|
|
—
|
|
|
1,151
|
|
|
—
|
|
|
—
|
|
|
1,151
|
|
|||||
Dividends paid to related party stockholder
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,488,649
|
)
|
|
(1,488,649
|
)
|
|||||
Related-party promissory note repayment
|
|
|
|
|
|
|
|
|
(750,000
|
)
|
|
(750,000
|
)
|
|||||||||
Dividends paid to non-related party stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,616
|
)
|
|
(55,616
|
)
|
|||||
Balance as of December 31, 2018
|
290,537,612
|
|
|
$
|
2,905
|
|
|
$
|
819,622
|
|
|
$
|
(5,800
|
)
|
|
$
|
(1,893,496
|
)
|
|
$
|
(1,076,769
|
)
|
(1)
|
Business and Summary of Significant Accounting Policies
|
|
Years
|
|
Buildings
|
25-40
|
|
Land improvements
|
20
|
|
Machinery and equipment
|
5-20
|
|
Furniture and fixtures
|
5-10
|
|
|
Years
|
Trade name
|
5-10
|
Technology and know-how
|
5-9
|
Customer related intangible
|
5-14
|
|
For the Year Ended December 31, 2017
|
|
For the Year Ended December 31, 2016
|
||||||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||
|
As
Reported
|
|
Effect of Accounting Change
|
|
As
Adjusted
|
|
As
Reported
|
|
Effect of Accounting Change
|
|
As
Adjusted
|
||||||||||||
Cost of Sales
|
$
|
461,339
|
|
|
$
|
206
|
|
|
$
|
461,545
|
|
|
$
|
448,016
|
|
|
$
|
1,212
|
|
|
$
|
449,228
|
|
Research and development
|
2,951
|
|
|
505
|
|
|
3,456
|
|
|
2,399
|
|
|
135
|
|
|
2,534
|
|
||||||
Selling and administrative expenses
|
49,479
|
|
|
3,027
|
|
|
52,506
|
|
|
57,784
|
|
|
731
|
|
|
58,515
|
|
||||||
Other (income) expense, net
|
1,634
|
|
|
(3,738
|
)
|
|
(2,104
|
)
|
|
(2,188
|
)
|
|
(2,078
|
)
|
|
(4,266
|
)
|
|
For the Year Ended December 31, 2018
|
||
|
(Dollars in thousands)
|
||
Graphite Electrodes - Three-to-five-year contracts
|
$
|
1,341,557
|
|
Graphite Electrodes - Short-term contracts
|
500,834
|
|
|
By-products
|
53,519
|
|
|
Total Revenues
|
$
|
1,895,910
|
|
|
Current deferred revenue
|
|
Long-Term deferred revenue
|
||||
|
(Dollars in thousands)
|
||||||
Balance as of December 31, 2017
|
$
|
20,784
|
|
|
$
|
—
|
|
Increases due to billings
|
15,548
|
|
|
8,241
|
|
||
Revenue recognized
|
(30,803
|
)
|
|
—
|
|
||
Foreign currency impact
|
(149
|
)
|
|
(525
|
)
|
||
Balance as of December 31, 2018
|
$
|
5,380
|
|
|
$
|
7,716
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
|||||||||||
Net sales
|
|
$
|
2,574
|
|
|
$
|
82,299
|
|
|
$
|
115,336
|
|
Cost of sales
|
|
3,310
|
|
|
74,723
|
|
|
98,440
|
|
|||
Gross (loss) profit
|
|
(736
|
)
|
|
7,576
|
|
|
16,896
|
|
|||
Research and development
|
|
—
|
|
|
1,429
|
|
|
3,145
|
|
|||
Selling and administrative expenses
|
|
(628
|
)
|
|
12,239
|
|
|
19,022
|
|
|||
(Gain) loss on sale of assets
|
|
(508
|
)
|
|
(6,091
|
)
|
|
198
|
|
|||
Rationalizations
|
|
—
|
|
|
(35
|
)
|
|
(405
|
)
|
|||
Impairment
|
|
—
|
|
|
5,300
|
|
|
119,907
|
|
|||
|
|
400
|
|
|
(5,266
|
)
|
|
(124,971
|
)
|
|||
Other expense (income)
|
|
30
|
|
|
(115
|
)
|
|
(66
|
)
|
|||
Interest expense
|
|
—
|
|
|
1,133
|
|
|
3,258
|
|
|||
Income (loss) from discontinued operations before income taxes
|
|
370
|
|
|
(6,284
|
)
|
|
(128,163
|
)
|
|||
Benefit for income taxes on discontinued operations
|
|
(39
|
)
|
|
(55
|
)
|
|
(1,189
|
)
|
|||
Income (loss) from discontinued operations
|
|
$
|
331
|
|
|
$
|
(6,229
|
)
|
|
$
|
(126,974
|
)
|
|
|
|
|
|
|
|
||||||
Basic and diluted income (loss) from discontinued operations per share
|
|
$
|
—
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.42
|
)
|
|
For the Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Depreciation and amortization
|
$
|
—
|
|
|
$
|
2,418
|
|
|
$
|
5,277
|
|
Impairment
|
—
|
|
|
5,300
|
|
|
119,907
|
|
|||
(Gain) loss on sale of assets
|
(508
|
)
|
|
(6,091
|
)
|
|
198
|
|
|||
Net change in inventory
|
502
|
|
|
15,217
|
|
|
(917
|
)
|
|||
Cash received from divestitures
|
—
|
|
|
27,254
|
|
|
15,889
|
|
|||
Credit facility reductions
|
—
|
|
|
(27,254
|
)
|
|
(15,889
|
)
|
|||
Deferred income taxes
|
40
|
|
|
(55
|
)
|
|
(1,189
|
)
|
|||
Capital expenditures
|
—
|
|
|
558
|
|
|
4,713
|
|
|
As of
December 31, 2018
|
|
As of
December 31, 2017 |
||||
|
(Dollars in thousands)
|
||||||
Assets of discontinued operations:
|
|
|
|
||||
Accounts receivable
|
$
|
—
|
|
|
$
|
3,351
|
|
Inventories
|
—
|
|
|
502
|
|
||
Prepaid expenses and other current assets
|
—
|
|
|
1,137
|
|
||
Net property, plant and equipment
|
—
|
|
|
226
|
|
||
Other assets
|
—
|
|
|
97
|
|
||
Total assets of discontinued operations
|
$
|
—
|
|
|
$
|
5,313
|
|
|
|
|
|
||||
Liabilities of discontinued operations:
|
|
|
|
||||
Accounts payable
|
$
|
—
|
|
|
$
|
512
|
|
Accrued income and other taxes
|
—
|
|
|
158
|
|
||
Other accrued liabilities
|
—
|
|
|
2,742
|
|
||
Total current liabilities of discontinued operations
|
—
|
|
|
3,412
|
|
||
|
|
|
|
||||
Other long-term obligations
|
—
|
|
|
376
|
|
||
|
|
|
|
||||
Total liabilities of discontinued operations
|
$
|
—
|
|
|
$
|
3,788
|
|
|
|
Number
of Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||
Outstanding unvested as of January 1, 2018
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
48,983
|
|
|
13.94
|
|
|
Vested
|
|
(21,413
|
)
|
|
15.29
|
|
|
Outstanding unvested as of December 31, 2018
|
|
27,570
|
|
|
$
|
12.88
|
|
|
For the Year
Ended
December 31,
2018
|
|
Dividend yield
|
1.70% - 2.27%
|
|
Expected volatility
|
45
|
%
|
Risk-free interest rate
|
2.84% - 2.98%
|
|
Expected term in years
|
6.5 years
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||
Range of Exercise Prices
|
|
Number
Outstanding
|
|
Weighted
Average
Remaining
Contractual
Life in Years
|
|
Weighted
Average
Exercise
Prices
|
|
Number
Exercisable
|
|
Weighted
Average
Exercise
Prices
|
||||||
$15.00
|
-
|
$20.00
|
|
968,720
|
|
|
9.3
|
|
$15.68
|
|
—
|
|
|
$
|
—
|
|
|
|
Number
of Shares
|
|
Weighted-
Average
Exercise
Price
|
|||
Outstanding unvested as of January 1, 2018
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
979,790
|
|
|
15.67
|
|
|
Forfeited
|
|
(11,070
|
)
|
|
15.00
|
|
|
Outstanding unvested as of December 31, 2018
|
|
968,720
|
|
|
$
|
15.68
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net sales:
|
|
|
|
|
|
||||||
U.S.
|
$
|
429,599
|
|
|
$
|
103,890
|
|
|
$
|
74,526
|
|
Americas
|
367,561
|
|
|
129,103
|
|
|
116,944
|
|
|||
Asia Pacific
|
131,578
|
|
|
46,329
|
|
|
41,302
|
|
|||
Europe, Middle East, Africa
|
967,172
|
|
|
271,449
|
|
|
205,191
|
|
|||
Total
|
$
|
1,895,910
|
|
|
$
|
550,771
|
|
|
$
|
437,963
|
|
|
At December 31,
|
||||||
2018
|
|
2017
|
|||||
(Dollars in thousands)
|
|||||||
Long-lived assets (a):
|
|
|
|
||||
U.S.
|
$
|
169,301
|
|
|
$
|
177,298
|
|
Mexico
|
146,790
|
|
|
147,959
|
|
||
Brazil
|
3,320
|
|
|
3,547
|
|
||
France
|
91,022
|
|
|
80,035
|
|
||
Spain
|
103,121
|
|
|
103,819
|
|
||
Other countries
|
151
|
|
|
183
|
|
||
Total
|
$
|
513,705
|
|
|
$
|
512,841
|
|
(a)
|
Long-lived assets represent fixed assets, net of accumulated depreciation.
|
|
Total
|
||
|
(Dollars in Thousands)
|
||
Balance as of December 31, 2016
|
$
|
171,117
|
|
Adjustments
|
—
|
|
|
Balance as of December 31, 2017
|
171,117
|
|
|
Adjustments
|
—
|
|
|
Balance as of December 31, 2018
|
$
|
171,117
|
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||||||||||||||||||
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|||||||||||||
(Dollars in Thousands)
|
|||||||||||||||||||||||
Trade name
|
$
|
22,500
|
|
|
$
|
(7,721
|
)
|
|
$
|
14,779
|
|
|
$
|
22,500
|
|
|
$
|
(5,512
|
)
|
|
$
|
16,988
|
|
Technology and know-how
|
55,300
|
|
|
(23,503
|
)
|
|
31,797
|
|
|
55,300
|
|
|
(17,265
|
)
|
|
38,035
|
|
||||||
Customer related intangible
|
64,500
|
|
|
(15,070
|
)
|
|
49,430
|
|
|
64,500
|
|
|
(10,637
|
)
|
|
53,863
|
|
||||||
Total finite-lived intangible assets
|
$
|
142,300
|
|
|
$
|
(46,294
|
)
|
|
$
|
96,006
|
|
|
$
|
142,300
|
|
|
$
|
(33,414
|
)
|
|
$
|
108,886
|
|
|
As of
December 31, 2018 |
|
As of
December 31, 2017 |
||||
|
(Dollars in thousands)
|
||||||
Old Credit Facility (Old Revolving Facility and Old Term Loan Facility)
|
$
|
—
|
|
|
$
|
58,192
|
|
Senior Notes
|
—
|
|
|
280,586
|
|
||
2018 Credit Facility (2018 Term Loan and 2018 Revolving Facility)
|
2,155,883
|
|
|
—
|
|
||
Other Debt
|
751
|
|
|
596
|
|
||
Total Debt
|
2,156,634
|
|
|
339,374
|
|
||
Less: Short-term Debt
|
(106,323
|
)
|
|
(16,474
|
)
|
||
Long-term Debt
|
$
|
2,050,311
|
|
|
$
|
322,900
|
|
|
For the Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Interest incurred on debt
|
$
|
100,844
|
|
|
$
|
24,060
|
|
|
$
|
20,408
|
|
Related Party Promissory Note interest expense
|
5,090
|
|
|
—
|
|
|
—
|
|
|||
Senior Note redemption premium
|
4,782
|
|
|
—
|
|
|
—
|
|
|||
Accretion of fair value adjustment on Senior Notes
|
19,414
|
|
|
6,454
|
|
|
6,305
|
|
|||
Accretion of original issue discount on 2018 Term Loans
|
1,455
|
|
|
—
|
|
|
—
|
|
|||
Amortization of debt issuance costs
|
3,476
|
|
|
309
|
|
|
201
|
|
|||
Total interest expense
|
$
|
135,061
|
|
|
$
|
30,823
|
|
|
$
|
26,914
|
|
•
|
Level 1 – based upon quoted prices for
identical
instruments in active markets,
|
•
|
Level 2 – based upon quoted prices for
similar
instruments, prices for identical or similar instruments in markets that are not active, or model-derived valuations of all of whose significant inputs are observable, and
|
•
|
Level 3 – based upon one or more significant unobservable inputs.
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
Location
|
|
Fair Value
|
|
Location
|
|
Fair Value
|
||||
As of December 31, 2018
|
(Dollars in Thousands)
|
||||||||||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|||||
Foreign currency derivatives
|
Prepaid and other
current assets
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
43
|
|
|
|
|
|
|
|
|
|
||||
As of December 31, 2017
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|||||
Foreign currency derivatives
|
Prepaid and other
current assets
|
|
$
|
9
|
|
|
Other current liabilities
|
|
$
|
90
|
|
|
|
|
|
Amount of (Gain)/Loss
Recognized
|
||||||||||
|
|
Location of (Gain)/Loss Recognized in the Consolidated Statement of Operations
|
|
2018
|
|
2017
|
|
2016
|
||||||
Derivatives designated as cash flow hedges:
|
|
(Dollars in thousands)
|
|
|
||||||||||
Commodity forward derivatives
|
|
Cost of sales
|
|
$
|
(919
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Amount of (Gain)/Loss
Recognized
|
|
|
||||||||
|
|
Location of (Gain)/Loss Recognized in the Consolidated Statement of Operations
|
|
2018
|
|
2017
|
|
2016
|
||||||
Derivatives not designated as hedges:
|
|
(Dollars in thousands)
|
|
|
||||||||||
Foreign currency derivatives
|
|
Cost of sales, Other expense/(income)
|
|
$
|
(522
|
)
|
|
$
|
(1,565
|
)
|
|
$
|
549
|
|
(10)
|
Supplementary Balance Sheet Detail
|
|
As of
December 31, 2018 |
|
As of
December 31, 2017 |
||||
|
(Dollars in thousands)
|
||||||
Inventories:
|
|
|
|
||||
Raw materials and supplies
|
$
|
99,935
|
|
|
$
|
39,434
|
|
Work in process
|
125,767
|
|
|
85,852
|
|
||
Finished goods
|
68,015
|
|
|
48,865
|
|
||
|
$
|
293,717
|
|
|
$
|
174,151
|
|
Prepaid expenses and other current assets:
|
|
|
|
||||
Prepaid expenses
|
$
|
10,720
|
|
|
$
|
9,505
|
|
Value added tax and other indirect taxes receivable
|
19,242
|
|
|
18,627
|
|
||
Spare parts inventory
|
11,507
|
|
|
11,010
|
|
||
Other current assets
|
4,699
|
|
|
5,730
|
|
||
|
$
|
46,168
|
|
|
$
|
44,872
|
|
Property, plant and equipment:
|
|
|
|
||||
Land and improvements
|
$
|
45,947
|
|
|
$
|
46,599
|
|
Buildings
|
68,680
|
|
|
59,608
|
|
||
Machinery and equipment and other
|
532,084
|
|
|
495,069
|
|
||
Construction in progress
|
42,131
|
|
|
41,375
|
|
||
|
$
|
688,842
|
|
|
$
|
642,651
|
|
Other accrued liabilities:
|
|
|
|
||||
Payrolls (including incentive programs)
|
$
|
17,284
|
|
|
$
|
14,196
|
|
Employee benefits
|
6,977
|
|
|
4,684
|
|
||
Deferred Revenue
|
5,380
|
|
|
20,784
|
|
||
Other
|
20,811
|
|
|
13,562
|
|
||
|
$
|
50,452
|
|
|
$
|
53,226
|
|
Other long term obligations:
|
|
|
|
||||
Postretirement benefits
|
$
|
16,192
|
|
|
$
|
20,508
|
|
Pension and related benefits
|
33,718
|
|
|
36,116
|
|
||
Other
|
22,609
|
|
|
12,283
|
|
||
|
$
|
72,519
|
|
|
$
|
68,907
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
||||||||
Balance at beginning of year
|
$
|
1,097
|
|
|
$
|
326
|
|
|
$
|
244
|
|
Additions
|
122
|
|
|
771
|
|
|
129
|
|
|||
Deductions
|
(90
|
)
|
|
—
|
|
|
(47
|
)
|
|||
Balance at end of year
|
$
|
1,129
|
|
|
$
|
1,097
|
|
|
$
|
326
|
|
(11)
|
Commitments
|
(12)
|
Retirement Plans and Postretirement Benefits
|
|
For the Year Ended December 31,
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||||||
|
|
|
|
|
(Dollars in thousands)
|
||||||||||||||||||
Service cost
|
$
|
1,315
|
|
|
$
|
674
|
|
|
$
|
1,305
|
|
|
$
|
710
|
|
|
$
|
1,325
|
|
|
$
|
698
|
|
Interest cost
|
4,709
|
|
|
253
|
|
|
5,352
|
|
|
199
|
|
|
5,744
|
|
|
243
|
|
||||||
Expected return on assets
|
(5,679
|
)
|
|
(330
|
)
|
|
(5,268
|
)
|
|
(299
|
)
|
|
(4,940
|
)
|
|
(298
|
)
|
||||||
Mark-to-market loss (gain)
|
2,473
|
|
|
503
|
|
|
(4,140
|
)
|
|
(53
|
)
|
|
(2,322
|
)
|
|
(220
|
)
|
||||||
Pension costs
|
$
|
2,818
|
|
|
$
|
1,100
|
|
|
$
|
(2,751
|
)
|
|
$
|
557
|
|
|
$
|
(193
|
)
|
|
$
|
423
|
|
|
As of
December 31, 2018 |
|
As of
December 31, 2017 |
|||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||||
Changes in Benefit Obligation:
|
|
|
|
|
|
|
|
|||||||||
Net Benefit Obligation at beginning of period
|
$
|
139,746
|
|
|
$
|
20,407
|
|
|
$
|
140,230
|
|
|
$
|
18,237
|
|
|
Service cost
|
1,315
|
|
|
674
|
|
|
1,305
|
|
|
710
|
|
|||||
Interest cost
|
4,709
|
|
|
253
|
|
|
5,352
|
|
|
199
|
|
|||||
Participant contributions
|
—
|
|
|
392
|
|
|
—
|
|
|
252
|
|
|||||
Foreign currency exchange changes
|
—
|
|
|
(339
|
)
|
|
—
|
|
|
1,069
|
|
|||||
Actuarial (gain) loss
|
(8,297
|
)
|
|
711
|
|
|
3,212
|
|
|
63
|
|
|||||
Benefits paid
|
(10,488
|
)
|
|
234
|
|
|
(10,353
|
)
|
|
(123
|
)
|
|||||
Net benefit obligation at end of period
|
$
|
126,985
|
|
|
$
|
22,332
|
|
|
$
|
139,746
|
|
|
$
|
20,407
|
|
|
Changes in Plan Assets:
|
|
|
|
|
|
|
|
|||||||||
Fair value of plan assets at beginning of period
|
$
|
109,845
|
|
|
$
|
13,618
|
|
|
$
|
100,905
|
|
|
$
|
11,871
|
|
|
Actual return on plan assets
|
(5,091
|
)
|
|
538
|
|
|
12,620
|
|
|
415
|
|
|||||
Foreign currency exchange rate changes
|
|
|
|
(154
|
)
|
|
—
|
|
|
545
|
|
|||||
Employer contributions
|
5,579
|
|
|
726
|
|
|
6,673
|
|
|
658
|
|
|||||
Participant contributions
|
|
|
|
392
|
|
|
—
|
|
|
252
|
|
|||||
Benefits paid
|
(10,488
|
)
|
|
234
|
|
|
(10,353
|
)
|
|
(123
|
)
|
|||||
Fair value of plan assets at end of period
|
$
|
99,845
|
|
|
$
|
15,354
|
|
|
$
|
109,845
|
|
|
$
|
13,618
|
|
|
Funded status (underfunded):
|
$
|
(27,140
|
)
|
|
$
|
(6,978
|
)
|
|
$
|
(29,901
|
)
|
|
$
|
(6,789
|
)
|
|
Amounts recognized in accumulated
other comprehensive loss:
|
|
|
|
|
|
|
|
|||||||||
Prior service credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Amounts recognized in the statement
of financial position:
|
|
|
|
|
|
|
|
|||||||||
Non-current assets
|
|
|
|
$
|
147
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
Current liabilities
|
(430
|
)
|
|
(117
|
)
|
|
(433
|
)
|
—
|
|
(146
|
)
|
||||
Non-current liabilities
|
(26,710
|
)
|
|
(7,008
|
)
|
|
(29,468
|
)
|
—
|
|
(6,643
|
)
|
||||
Net amount recognized
|
$
|
(27,140
|
)
|
|
$
|
(6,978
|
)
|
|
$
|
(29,901
|
)
|
|
$
|
(6,789
|
)
|
|
As of December 31, 2018
|
||||||||||||||
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
U.S. Plan Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1,978
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,978
|
|
International Plan Assets
|
|
|
|
|
|
|
|
||||||||
Foreign government bonds
|
$
|
—
|
|
|
$
|
958
|
|
|
$
|
—
|
|
|
$
|
958
|
|
Fixed insurance contracts
|
—
|
|
|
—
|
|
|
14,396
|
|
|
14,396
|
|
||||
Total assets in the fair value hierarchy
|
$
|
—
|
|
|
$
|
958
|
|
|
$
|
14,396
|
|
|
$
|
15,354
|
|
Investments measured at net asset value
|
|
|
|
|
|
|
$
|
97,867
|
|
||||||
Total
|
$
|
1,978
|
|
|
$
|
958
|
|
|
$
|
14,396
|
|
|
$
|
115,199
|
|
|
|
|
|
|
|
|
|
||||||||
|
As of December 31, 2017
|
||||||||||||||
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
||||
U.S. Plan Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
2,094
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,094
|
|
International Plan Assets
|
|
|
|
|
|
|
|
||||||||
Foreign government bonds
|
$
|
—
|
|
|
$
|
831
|
|
|
$
|
—
|
|
|
$
|
831
|
|
Fixed insurance contracts
|
—
|
|
|
—
|
|
|
12,787
|
|
|
12,787
|
|
||||
Total assets in the fair value hierarchy
|
$
|
—
|
|
|
$
|
831
|
|
|
$
|
12,787
|
|
|
$
|
13,618
|
|
Investments measured at net asset value
|
|
|
|
|
|
|
$
|
107,751
|
|
||||||
Total
|
$
|
2,094
|
|
|
$
|
831
|
|
|
$
|
12,787
|
|
|
$
|
123,463
|
|
|
|
|
|
|
|
|
|
|
Fixed Insurance
Contracts
|
||
Balance at December 31, 2016
|
$
|
11,142
|
|
Gain / contributions / currency impact
|
1,651
|
|
|
Distributions
|
(6
|
)
|
|
Balance at December 31, 2017
|
12,787
|
|
|
Gain / contributions / currency impact
|
1,619
|
|
|
Distributions
|
(10
|
)
|
|
Balance at December 31, 2018
|
$
|
14,396
|
|
Pension Benefit Obligations Key Assumptions
|
As of December 31,
|
||||
|
2018
|
|
2017
|
||
Weighted average assumptions to determine benefit obligations:
|
|
|
|
||
Discount rate
|
3.71
|
%
|
|
3.20
|
%
|
Rate of compensation increase
|
1.74
|
%
|
|
1.57
|
%
|
|
2018
|
|
2017
|
||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Accumulated benefit obligation
|
$
|
126,985
|
|
|
$
|
20,601
|
|
|
$
|
139,746
|
|
|
$
|
18,843
|
|
Fair value of plan assets
|
99,845
|
|
|
14,396
|
|
|
109,845
|
|
|
13,618
|
|
|
2018
|
|
2017
|
||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Projected benefit obligation
|
$
|
126,985
|
|
|
$
|
21,520
|
|
|
$
|
139,746
|
|
|
$
|
20,407
|
|
Fair value of plan assets
|
99,845
|
|
|
14,396
|
|
|
109,845
|
|
|
13,618
|
|
|
U.S.
|
|
Foreign
|
||||
|
(Dollars in thousands)
|
||||||
Expected contributions in 2019:
|
|
|
|
||||
Expected employer contributions
|
$
|
684
|
|
|
$
|
744
|
|
Expected employee contributions
|
—
|
|
|
—
|
|
||
Estimated future benefit payments reflecting expected future service for the years ending December 31:
|
|
|
|
||||
2019
|
9,240
|
|
|
858
|
|
||
2020
|
9,221
|
|
|
755
|
|
||
2021
|
9,221
|
|
|
824
|
|
||
2022
|
9,182
|
|
|
824
|
|
||
2023
|
9,136
|
|
|
955
|
|
||
2024-2028
|
43,993
|
|
|
8,223
|
|
|
For the Year Ended December 31,
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Interest cost
|
264
|
|
|
700
|
|
|
333
|
|
|
653
|
|
|
360
|
|
|
764
|
|
||||||
Plan amendment / curtailment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(993
|
)
|
||||||
Mark-to-market (gain) loss
|
(1,028
|
)
|
|
47
|
|
|
(1,257
|
)
|
|
742
|
|
|
(191
|
)
|
|
(225
|
)
|
||||||
Post-employment benefits (benefit)
cost
|
$
|
(764
|
)
|
|
$
|
748
|
|
|
$
|
(924
|
)
|
|
$
|
1,397
|
|
|
$
|
169
|
|
|
$
|
(450
|
)
|
Postretirement Benefits
|
As of
December 31, 2018 |
|
As of
December 31, 2017 |
||||||||||||
|
|
||||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Changes in Benefit Obligation:
|
|
|
|
|
|
|
|
||||||||
Net benefit obligation at beginning of period
|
$
|
8,461
|
|
|
$
|
12,172
|
|
|
$
|
10,175
|
|
|
$
|
10,700
|
|
Service cost
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
||||
Interest cost
|
264
|
|
|
700
|
|
|
333
|
|
|
653
|
|
||||
Foreign currency exchange rates
|
—
|
|
|
(1,333
|
)
|
|
—
|
|
|
931
|
|
||||
Actuarial (gain) loss
|
(1,028
|
)
|
|
47
|
|
|
(1,257
|
)
|
|
742
|
|
||||
Gross benefits paid
|
(532
|
)
|
|
(926
|
)
|
|
(790
|
)
|
|
(856
|
)
|
||||
Plan amendment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net benefit obligation at end of period
|
$
|
7,165
|
|
|
$
|
10,661
|
|
|
$
|
8,461
|
|
|
$
|
12,172
|
|
Changes in Plan Assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets
at beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Employer contributions
|
532
|
|
|
926
|
|
|
790
|
|
|
856
|
|
||||
Gross benefits paid
|
(532
|
)
|
|
(926
|
)
|
|
(790
|
)
|
|
(856
|
)
|
||||
Fair value of plan assets at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status:
|
$
|
(7,165
|
)
|
|
$
|
(10,661
|
)
|
|
$
|
(8,461
|
)
|
|
$
|
(12,172
|
)
|
Amounts recognized in accumulated
other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Prior service credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amounts recognized in the statement of
financial position:
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
$
|
(783
|
)
|
|
$
|
(851
|
)
|
|
$
|
(855
|
)
|
|
$
|
(912
|
)
|
Non-current liabilities
|
(6,382
|
)
|
|
(9,810
|
)
|
|
(7,606
|
)
|
|
(11,260
|
)
|
||||
Net amount recognized
|
$
|
(7,165
|
)
|
|
$
|
(10,661
|
)
|
|
$
|
(8,461
|
)
|
|
$
|
(12,172
|
)
|
Postretirement Benefit Obligations
|
|
||||
|
2018
|
|
2017
|
||
Weighted average assumptions to determine benefit obligations:
|
|
|
|
||
Discount rate
|
5.57
|
%
|
|
5.07
|
%
|
Health care cost trend on covered charges:
|
|
|
|
||
Initial
|
6.53
|
%
|
|
6.86
|
%
|
Ultimate
|
6.05
|
%
|
|
6.23
|
%
|
Years to ultimate
|
8
|
|
|
8
|
|
Postretirement Benefit Costs
|
|
|
|
||
|
2018
|
|
2017
|
||
Weighted average assumptions to determine net cost:
|
|
|
|
||
Discount rate
|
5.07
|
%
|
|
4.80
|
%
|
Health care cost trend on covered charges:
|
|
|
|
||
Initial
|
6.86
|
%
|
|
6.80
|
%
|
Ultimate
|
6.23
|
%
|
|
5.96
|
%
|
Years to ultimate
|
7
|
|
|
7
|
|
|
One Percentage
Point Increase
|
|
One Percentage
Point Decrease
|
||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Effect on total service cost
and interest cost components
|
$
|
1
|
|
|
$
|
32
|
|
|
$
|
(1
|
)
|
|
$
|
(66
|
)
|
Effect on benefit obligations
|
$
|
14
|
|
|
$
|
506
|
|
|
$
|
(14
|
)
|
|
$
|
(442
|
)
|
|
U.S.
|
|
Foreign
|
||||
|
(Dollars in thousands)
|
||||||
Expected contributions in 2019:
|
|
|
|
||||
Expected employer contributions
|
$
|
783
|
|
|
$
|
851
|
|
Expected employee contributions
|
—
|
|
|
—
|
|
||
Estimated future benefit payments reflecting expected
future service for the years ending December 31:
|
|
|
|
||||
2019
|
783
|
|
|
851
|
|
||
2020
|
724
|
|
|
866
|
|
||
2021
|
663
|
|
|
891
|
|
||
2022
|
607
|
|
|
904
|
|
||
2023
|
554
|
|
|
899
|
|
||
2024-2025
|
2,174
|
|
|
4,769
|
|
(13)
|
Contingencies
|
(14)
|
Income Taxes
|
|
For the Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
||||||||||
U.S income taxes:
|
|
|
|
|
|
||||||
Current
|
$
|
787
|
|
|
$
|
(1,066
|
)
|
|
$
|
(878
|
)
|
Deferred
|
(52,145
|
)
|
|
38
|
|
|
1,152
|
|
|||
|
(51,358
|
)
|
|
(1,028
|
)
|
|
274
|
|
|||
Non-U.S. income taxes:
|
|
|
|
|
|
||||||
Current
|
85,252
|
|
|
5,924
|
|
|
5,389
|
|
|||
Deferred
|
15,026
|
|
|
(15,677
|
)
|
|
(13,215
|
)
|
|||
|
100,278
|
|
|
(9,753
|
)
|
|
(7,826
|
)
|
|||
Total income tax expense (benefit)
|
$
|
48,920
|
|
|
$
|
(10,781
|
)
|
|
$
|
(7,552
|
)
|
|
For the Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Tax at statutory U.S. federal rate
|
$
|
189,590
|
|
|
$
|
1,201
|
|
|
$
|
(40,747
|
)
|
Impact of U.S. Tax Cut and Jobs Act - GILTI
|
93,739
|
|
|
—
|
|
|
—
|
|
|||
Impact of the 2017 Tax Act - transition tax
|
—
|
|
|
39,628
|
|
|
—
|
|
|||
Impact of the 2017 Tax Act - tax rate change
|
—
|
|
|
52,228
|
|
|
—
|
|
|||
Impact of Tax Receivable Agreement
|
18,160
|
|
|
—
|
|
|
—
|
|
|||
Valuation allowance, net
|
(93,125
|
)
|
|
(89,269
|
)
|
|
35,091
|
|
|||
State taxes, net of federal tax benefit
|
1,529
|
|
|
3,437
|
|
|
(2,324
|
)
|
|||
U.S. tax impact of foreign earnings (net of foreign tax credits)
|
792
|
|
|
1,151
|
|
|
51
|
|
|||
Investment in subsidiary impairment deduction
|
—
|
|
|
—
|
|
|
(10,114
|
)
|
|||
Establishment/resolution of uncertain tax positions
|
(345
|
)
|
|
(840
|
)
|
|
(513
|
)
|
|||
Adjustment for foreign income taxed at different rates
|
(95,822
|
)
|
|
(2,359
|
)
|
|
12,738
|
|
|||
Foreign tax credits
|
(65,046
|
)
|
|
(17,956
|
)
|
|
(175
|
)
|
|||
Other
|
(552
|
)
|
|
1,998
|
|
|
(1,559
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
48,920
|
|
|
$
|
(10,781
|
)
|
|
$
|
(7,552
|
)
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Postretirement and other employee benefits
|
$
|
18,395
|
|
|
$
|
19,392
|
|
Foreign tax credit and other carryforwards
|
111,325
|
|
|
175,229
|
|
||
Capitalized research and experimental costs
|
7,695
|
|
|
9,417
|
|
||
Environmental reserves
|
976
|
|
|
493
|
|
||
Inventory
|
14,251
|
|
|
7,933
|
|
||
Original issue discount
|
—
|
|
|
2,603
|
|
||
Long-term contract option amortization
|
1,144
|
|
|
1,204
|
|
||
Provision for rationalization charges
|
351
|
|
|
502
|
|
||
Other
|
4,270
|
|
|
1,536
|
|
||
Total gross deferred tax assets
|
158,407
|
|
|
218,309
|
|
||
Less: valuation allowance
|
(58,446
|
)
|
|
(150,839
|
)
|
||
Total deferred tax assets
|
99,961
|
|
|
67,470
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Fixed assets
|
$
|
59,521
|
|
|
$
|
68,098
|
|
Debt discount amortization / Deferred financing fees
|
—
|
|
|
3,191
|
|
||
Inventory
|
7,751
|
|
|
5,128
|
|
||
Goodwill and acquired intangibles
|
3,668
|
|
|
—
|
|
||
Other
|
3,138
|
|
|
2,031
|
|
||
Total deferred tax liabilities
|
74,078
|
|
|
78,448
|
|
||
Net deferred tax asset (liability)
|
$
|
25,883
|
|
|
$
|
(10,978
|
)
|
|
(Dollars in thousands)
|
||
Balance as of December 31, 2015
|
$
|
165,539
|
|
Charged to income
|
78,469
|
|
|
Translation adjustment
|
583
|
|
|
Changes attributable to movement in underlying assets
|
250
|
|
|
Balance as of December 31, 2016
|
$
|
244,841
|
|
Credited to income
|
(87,194
|
)
|
|
Translation adjustment
|
207
|
|
|
Changes attributable to movement in underlying assets
|
(7,015
|
)
|
|
Balance as of December 31, 2017
|
$
|
150,839
|
|
Credited to income
|
(93,125
|
)
|
|
Translation adjustment
|
(302
|
)
|
|
Changes attributable to movement in underlying assets
|
1,034
|
|
|
Balance as of December 31, 2018
|
$
|
58,446
|
|
|
(Dollars in thousands)
|
||
|
|
||
Balance as of December 31, 2016
|
$
|
3,338
|
|
Additions for tax positions of prior years
|
114
|
|
|
Lapse of statutes of limitations
|
(989
|
)
|
|
Foreign currency impact
|
29
|
|
|
Balance as of December 31, 2017
|
$
|
2,492
|
|
Reductions for tax positions of prior years
|
(100
|
)
|
|
Lapse of statutes of limitations
|
(373
|
)
|
|
Settlements
|
(21
|
)
|
|
Foreign currency impact
|
(8
|
)
|
|
Balance as of December 31, 2018
|
$
|
1,990
|
|
(15)
|
Stockholders' Equity
|
|
As of
December 31,
2018
|
|
As of
December 31, 2017 |
||||
|
(Dollars in thousands)
|
||||||
Foreign currency translation adjustments, net of tax
|
$
|
(2,922
|
)
|
|
$
|
15,468
|
|
Commodities and foreign currency derivatives, net of tax
|
(2,878
|
)
|
|
4,821
|
|
||
Total accumulated comprehensive (loss) income
|
$
|
(5,800
|
)
|
|
$
|
20,289
|
|
(16)
|
Earnings per Share
|
|
For the Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
|
|
|
|
|
|
|||
Weighted average common shares outstanding for basic calculation
|
297,748,327
|
|
|
302,225,923
|
|
|
302,225,923
|
|
Add: Effect of stock options and restricted stock
|
5,443
|
|
|
—
|
|
|
—
|
|
Weighted average common shares outstanding for diluted calculation
|
297,753,770
|
|
|
302,225,923
|
|
|
302,225,923
|
|
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||||||||||
|
|
(Dollars in thousands, except per share amounts)
|
||||||||||||||||||||||||||||||
As Reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net Sales
|
|
$
|
451,899
|
|
|
$
|
456,332
|
|
|
$
|
454,890
|
|
|
$
|
532,789
|
|
|
$
|
104,739
|
|
|
$
|
116,314
|
|
|
$
|
137,245
|
|
|
$
|
192,473
|
|
Gross profit
|
|
306,750
|
|
|
290,422
|
|
|
274,610
|
|
|
318,430
|
|
|
1,085
|
|
|
9,679
|
|
|
16,561
|
|
|
60,598
|
|
||||||||
Research and development
|
|
429
|
|
|
581
|
|
|
518
|
|
|
601
|
|
|
829
|
|
|
943
|
|
|
1,338
|
|
|
(159
|
)
|
||||||||
Selling and administrative expenses
|
|
15,876
|
|
|
16,239
|
|
|
14,234
|
|
|
15,683
|
|
|
11,683
|
|
|
12,195
|
|
|
13,322
|
|
|
12,280
|
|
||||||||
Other expense (income), net
|
|
2,005
|
|
|
(974
|
)
|
|
1,502
|
|
|
828
|
|
|
3,067
|
|
|
1,186
|
|
|
(643
|
)
|
|
(1,976
|
)
|
||||||||
Related party Tax Receivable
Agreement Expense
|
|
—
|
|
|
61,801
|
|
|
—
|
|
|
24,677
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income (loss)
|
|
223,673
|
|
|
201,448
|
|
|
199,466
|
|
|
229,632
|
|
|
(26,344
|
)
|
|
(17,383
|
)
|
|
(3,919
|
)
|
|
55,628
|
|
||||||||
Net income (loss) per share
|
|
$
|
0.74
|
|
|
$
|
0.67
|
|
|
$
|
0.67
|
|
|
$
|
0.79
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.18
|
|
Effect of Change:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net Sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gross profit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
201
|
|
|
201
|
|
|
201
|
|
|
(809
|
)
|
||||||||
Research and development
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(10
|
)
|
|
(9
|
)
|
|
532
|
|
||||||||
Selling and administrative expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(26
|
)
|
|
(29
|
)
|
|
3,109
|
|
||||||||
Other expense (income), net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
237
|
|
|
237
|
|
|
239
|
|
|
(4,450
|
)
|
||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income (loss) per share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Revised:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net Sales
|
|
$
|
451,899
|
|
|
$
|
456,332
|
|
|
$
|
454,890
|
|
|
$
|
532,789
|
|
|
$
|
104,739
|
|
|
$
|
116,314
|
|
|
$
|
137,245
|
|
|
$
|
192,473
|
|
Gross profit
|
|
306,750
|
|
|
290,422
|
|
|
274,610
|
|
|
318,430
|
|
|
1,286
|
|
|
9,880
|
|
|
16,762
|
|
|
59,789
|
|
||||||||
Research and development
|
|
429
|
|
|
581
|
|
|
518
|
|
|
601
|
|
|
820
|
|
|
933
|
|
|
1,329
|
|
|
373
|
|
||||||||
Selling and administrative expenses
|
|
15,876
|
|
|
16,239
|
|
|
14,234
|
|
|
15,683
|
|
|
11,656
|
|
|
12,169
|
|
|
13,293
|
|
|
15,389
|
|
||||||||
Other expense (income), net
|
|
2,005
|
|
|
(974
|
)
|
|
1,502
|
|
|
828
|
|
|
3,304
|
|
|
1,423
|
|
|
(404
|
)
|
|
(6,426
|
)
|
||||||||
Related party Tax Receivable
Agreement Expense |
|
—
|
|
|
61,801
|
|
|
—
|
|
|
24,677
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income (loss)
|
|
223,673
|
|
|
201,448
|
|
|
199,466
|
|
|
229,632
|
|
|
(26,344
|
)
|
|
(17,383
|
)
|
|
(3,919
|
)
|
|
55,628
|
|
||||||||
Net income (loss) per share
|
|
$
|
0.74
|
|
|
$
|
0.67
|
|
|
$
|
0.67
|
|
|
$
|
0.79
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.18
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
(2)
|
Financial Statement Schedules
|
(3)
|
Exhibits
|
Exhibit
Number
|
Description of Exhibit
|
2.1
|
|
3.1
|
|
3.2
|
|
4.1
|
|
4.2
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
10.5
|
|
10.6
|
|
10.7
|
|
10.8
|
|
10.9
|
|
10.10
|
|
10.11
|
|
10.12
|
|
10.13
|
|
10.14
|
|
10.15
|
|
10.16+
|
|
10.17+
|
|
10.21+
|
|
10.22+
|
|
10.24+
|
|
10.25+
|
|
10.26+
|
10.27+
|
|
10.28+
|
|
10.29+
|
|
10.30+
|
|
10.31
|
|
10.32*+
|
|
10.33*+
|
|
10.34*+
|
|
10.35*+
|
|
21.1*
|
|
23.1*
|
|
31.1*
|
|
31.2*
|
|
32.1*
|
|
32.2*
|
|
101.INS
|
|
101.SCH
|
|
101.CAL
|
|
101.DEF
|
|
101.LAB
|
|
101.PRE
|
*
|
Filed herewith
|
+
|
Indicates management contract or compensatory plan or arrangement
|
Item 16.
|
Form 10-K Summary
|
|
GRAFTECH INTERNATIONAL LTD.
|
|
|
|
|
February 22, 2019
|
By:
|
/s/ David J. Rintoul
|
|
|
David J. Rintoul
|
|
Title:
|
President and Chief Executive Officer
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ David J. Rintoul
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 22, 2019
|
David J. Rintoul
|
|
|
|
|
/s/ Quinn J. Coburn
|
|
Chief Financial Officer, Vice President Finance and Treasurer
(Principal Financial and Accounting Officer)
|
|
February 22, 2019
|
Quinn J. Coburn
|
|
|
|
|
/s/ Denis A. Turcotte
|
|
Chairman and Director
|
|
February 22, 2019
|
Denis A. Turcotte
|
|
|
|
|
/s/ Jeffrey C. Dutton
|
|
Director
|
|
February 22, 2019
|
Jeffrey C. Dutton
|
|
|
|
|
/s/ Ron A. Bloom
|
|
Director
|
|
February 22, 2019
|
Ron A. Bloom
|
|
|
|
|
/s/ Brian L. Acton
|
|
Director
|
|
February 22, 2019
|
Brian L. Acton
|
|
|
|
|
/s/ Michel L. Dumas
|
|
Director
|
|
February 22, 2019
|
Michel L. Dumas
|
|
|
|
|
/s/ Anthony R. Taccone
|
|
Director
|
|
February 22, 2019
|
Anthony R. Taccone
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Purpose
|
2.
|
Definitions
|
3.
|
Deferral Elections
|
4.
|
Accounts
|
5.
|
Payment of Account Balance
|
6.
|
Designation and Change of Beneficiary
|
7.
|
Rights of Participants
|
8.
|
Administration
|
9.
|
Section 409A
|
10.
|
Amendment or Termination
|
11.
|
Successor Company
|
12.
|
Effective Date
|
13.
|
Governing Law
|
|
|
Jurisdiction of
|
|
Ownership by
|
|
Name of Subsidiary
|
|
Incorporation
|
|
GrafTech International Ltd.
|
|
GrafTech Holdings Inc.
|
|
Delaware
|
|
100
|
%
|
GrafTech USA LLC
|
|
Delaware
|
|
100
|
%
|
Seadrift Coke L.P.
|
|
Delaware
|
|
81.1
|
% (a)
|
|
|
Jurisdiction of
|
|
Ownership by
|
|
Name of Subsidiary
|
|
Incorporation
|
|
GrafTech Holdings Inc.
|
|
GrafTech Finance Inc.
|
|
Delaware
|
|
100
|
%
|
GrafTech Global Enterprises Inc.
|
|
Delaware
|
|
100
|
%
|
|
|
Jurisdiction of
|
|
Ownership by
|
|
Name of Subsidiary
|
|
Incorporation
|
|
GrafTech Global Enterprises Inc.
|
|
GrafTech International Holdings Inc.
|
|
Delaware
|
|
100
|
%
|
|
|
Jurisdiction of
|
|
Ownership by
|
|
Name of Subsidiary
|
|
Incorporation
|
|
GrafTech International Holdings Inc.
|
|
GrafTech DE LLC
|
|
Delaware
|
|
100
|
%
|
GrafTech Seadrift Holding Corp.
|
|
Delaware
|
|
100
|
%
|
GrafTech Advanced Graphite Materials LLC
|
|
Delaware
|
|
100
|
%
|
GrafTech Technology LLC
|
|
Delaware
|
|
100
|
%
|
GrafTech NY Inc.
|
|
New York
|
|
100
|
%
|
Graphite Electrode Network LLC
|
|
Delaware
|
|
100
|
%
|
GrafTech Luxembourg I S.a.r.l.
|
|
Luxembourg
|
|
100
|
%
|
|
|
Jurisdiction of
|
|
Ownership by
|
|
Name of Subsidiary
|
|
Incorporation
|
|
GrafTech DE LLC
|
|
GrafTech Canada ULC
|
|
Canada
|
|
100
|
%
|
|
|
Jurisdiction of
|
|
Ownership by
|
|
Name of Subsidiary
|
|
Incorporation
|
|
GrafTech Luxembourg I S.a.r.l.
|
|
GrafTech Luxembourg II S.a.r.l.
|
|
Luxembourg
|
|
100
|
%
|
GrafTech Hong Kong Limited
|
|
Hong Kong
|
|
100
|
%
|
GrafTech Germany GmbH
|
|
Germany
|
|
100
|
%
|
GrafTech Korea Ltd.
|
|
Korea
|
|
100
|
%
|
|
|
Jurisdiction of
|
|
Ownership by
|
|
Name of Subsidiary
|
|
Incorporation
|
|
GrafTech Luxembourg II S.a.r.l.
|
|
GrafTech Switzerland S.A.
|
|
Switzerland
|
|
100
|
%
|
|
|
Jurisdiction of
|
|
Ownership by
|
|
Name of Subsidiary
|
|
Incorporation
|
|
GrafTech Hong Kong Limited
|
|
Shanghai GrafTech Trading Co., Ltd.
|
|
China
|
|
100
|
%
|
|
|
Jurisdiction of
|
|
Ownership by
|
|
Name of Subsidiary
|
|
Incorporation
|
|
GrafTech Switzerland S.A.
|
|
GrafTech UK Limited
|
|
United Kingdom
|
|
100
|
%
|
Graftech Iberica S.L.
|
|
Spain
|
|
99.99
|
% (b)
|
Graftech Comercial Navarra S.L.
|
|
Spain
|
|
100
|
%
|
GrafTech Mexico S.A. de C.V.
|
|
Mexico
|
|
99.97
|
% (c)
|
GrafTech Comercial de Mexico S. de. R.L. de C.V.
|
|
Mexico
|
|
99.97
|
% (c)
|
GrafTech S.p.A.
|
|
Italy
|
|
100
|
%
|
GrafTech Brasil Participacoes Ltda.
|
|
Brazil
|
|
99.99
|
% (f)
|
GrafTech France S.A.S.
|
|
France
|
|
100
|
%
|
GrafTech South Africa (Pty) Ltd.
|
|
South Africa
|
|
100
|
%
|
GrafTech RUS LLC
|
|
Russia
|
|
99.9
|
% (d)
|
|
|
Jurisdiction of
|
|
Ownership by
|
|
Name of Subsidiary
|
|
Incorporation
|
|
GrafTech France S.A.S.
|
|
GrafTech France S.N.C.
|
|
France
|
|
99.99
|
% (e)
|
|
|
Jurisdiction of
|
|
Ownership by
|
|
Name of Subsidiary
|
|
Incorporation
|
|
GrafTech France S.N.C.
|
|
GrafTech Commercial France S.N.C.
|
|
France
|
|
99.99
|
% (e)
|
5.
|
The Registrant's other certifying officer 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):
|
By:
|
|
/s/ David J. Rintoul
|
|
|
David J. Rintoul
President and Chief Executive Officer,
(Principal Executive Officer)
|
|
|
February 22, 2019
|
5.
|
The Registrant's other certifying officer 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):
|
By:
|
|
/s/ Quinn J. Coburn
|
|
|
Quinn J. Coburn
Chief Financial Officer, Vice President Finance and Treasurer
(Principal Financial and Accounting Officer)
|
|
|
February 22, 2019
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Corporation.
|
By:
|
|
/s/ David J. Rintoul
|
|
|
David J. Rintoul
President and Chief Executive Officer,
(Principal Executive Officer)
|
|
|
February 22, 2019
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Corporation.
|
By:
|
|
/s/ Quinn J. Coburn
|
|
|
Quinn J. Coburn
Chief Financial Officer, Vice President Finance and Treasurer
(Principal Financial and Accounting Officer)
|
|
|
February 22, 2019
|