ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Ohio
|
|
34-1919973
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
6070 Parkland Blvd., Mayfield Hts., Ohio
|
|
44124
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
¨
|
Accelerated filer
þ
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
Item 1.
|
Financial Statements
|
|
|
Second Quarter Ended
|
|
First Half Ended
|
||||||||||||
|
|
Jun. 27,
|
|
Jun. 28,
|
|
Jun. 27,
|
|
Jun. 28,
|
||||||||
(Thousands, except per share amounts)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net sales
|
|
$
|
287,965
|
|
|
$
|
306,141
|
|
|
$
|
546,894
|
|
|
$
|
605,310
|
|
Cost of sales
|
|
238,164
|
|
|
260,149
|
|
|
451,631
|
|
|
510,979
|
|
||||
Gross margin
|
|
49,801
|
|
|
45,992
|
|
|
95,263
|
|
|
94,331
|
|
||||
Selling, general and administrative expense
|
|
34,685
|
|
|
33,327
|
|
|
65,945
|
|
|
66,106
|
|
||||
Research and development expense
|
|
3,443
|
|
|
3,154
|
|
|
6,230
|
|
|
6,711
|
|
||||
Other—net
|
|
(2,895
|
)
|
|
2,950
|
|
|
(2,533
|
)
|
|
5,431
|
|
||||
Operating profit
|
|
14,568
|
|
|
6,561
|
|
|
25,621
|
|
|
16,083
|
|
||||
Interest expense—net
|
|
672
|
|
|
813
|
|
|
1,367
|
|
|
1,641
|
|
||||
Income before income taxes
|
|
13,896
|
|
|
5,748
|
|
|
24,254
|
|
|
14,442
|
|
||||
Income tax expense
|
|
3,922
|
|
|
1,593
|
|
|
6,949
|
|
|
3,502
|
|
||||
Net income
|
|
$
|
9,974
|
|
|
$
|
4,155
|
|
|
$
|
17,305
|
|
|
$
|
10,940
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income per share of common stock
|
|
$
|
0.48
|
|
|
$
|
0.20
|
|
|
$
|
0.84
|
|
|
$
|
0.53
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income per share of common stock
|
|
$
|
0.47
|
|
|
$
|
0.20
|
|
|
$
|
0.82
|
|
|
$
|
0.52
|
|
Cash dividends per share
|
|
$
|
0.085
|
|
|
$
|
0.080
|
|
|
$
|
0.165
|
|
|
$
|
0.155
|
|
Weighted-average number of shares of common stock outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
20,642
|
|
|
20,566
|
|
|
20,625
|
|
|
20,524
|
|
||||
Diluted
|
|
21,001
|
|
|
20,869
|
|
|
20,983
|
|
|
20,845
|
|
|
|
Second Quarter Ended
|
|
First Half Ended
|
||||||||||||
|
|
Jun. 27,
|
|
Jun. 28,
|
|
Jun. 27,
|
|
Jun. 28,
|
||||||||
(Thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income
|
|
$
|
9,974
|
|
|
$
|
4,155
|
|
|
$
|
17,305
|
|
|
$
|
10,940
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
|
126
|
|
|
(626
|
)
|
|
715
|
|
|
(3,380
|
)
|
||||
Derivative and hedging activity, net of tax
|
|
80
|
|
|
(247
|
)
|
|
87
|
|
|
155
|
|
||||
Pension and post employment benefit adjustment, net of tax
|
|
542
|
|
|
1,220
|
|
|
9,925
|
|
|
2,439
|
|
||||
Net change in accumulated other comprehensive income
|
|
748
|
|
|
347
|
|
|
10,727
|
|
|
(786
|
)
|
||||
Comprehensive income
|
|
$
|
10,722
|
|
|
$
|
4,502
|
|
|
$
|
28,032
|
|
|
$
|
10,154
|
|
|
|
|
|
|
||||
|
|
Jun. 27,
|
|
Dec. 31,
|
||||
(Thousands)
|
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
18,062
|
|
|
$
|
22,774
|
|
Accounts receivable
|
|
121,766
|
|
|
113,012
|
|
||
Inventories
|
|
254,790
|
|
|
232,800
|
|
||
Prepaid expenses
|
|
16,645
|
|
|
16,353
|
|
||
Deferred income taxes
|
|
10,345
|
|
|
9,566
|
|
||
Total current assets
|
|
421,608
|
|
|
394,505
|
|
||
Long-term deferred income taxes
|
|
2,049
|
|
|
4,672
|
|
||
Property, plant and equipment—cost
|
|
790,154
|
|
|
782,879
|
|
||
Less allowances for depreciation, depletion and amortization
|
|
(538,095
|
)
|
|
(520,986
|
)
|
||
Property, plant and equipment—net
|
|
252,059
|
|
|
261,893
|
|
||
Intangible assets
|
|
21,534
|
|
|
24,248
|
|
||
Other assets
|
|
4,851
|
|
|
3,874
|
|
||
Goodwill
|
|
88,753
|
|
|
88,753
|
|
||
Total assets
|
|
$
|
790,854
|
|
|
$
|
777,945
|
|
Liabilities and shareholders’ equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Short-term debt
|
|
$
|
33,368
|
|
|
$
|
35,566
|
|
Accounts payable
|
|
32,959
|
|
|
36,556
|
|
||
Other liabilities and accrued items
|
|
47,832
|
|
|
54,851
|
|
||
Income taxes
|
|
7,015
|
|
|
1,564
|
|
||
Unearned revenue
|
|
2,116
|
|
|
479
|
|
||
Total current liabilities
|
|
123,290
|
|
|
129,016
|
|
||
Other long-term liabilities
|
|
16,252
|
|
|
16,531
|
|
||
Retirement and post-employment benefits
|
|
56,949
|
|
|
80,275
|
|
||
Unearned income
|
|
54,143
|
|
|
56,490
|
|
||
Long-term income taxes
|
|
1,576
|
|
|
1,576
|
|
||
Deferred income taxes
|
|
3,842
|
|
|
1,469
|
|
||
Long-term debt
|
|
46,945
|
|
|
29,267
|
|
||
Shareholders’ equity
|
|
|
|
|
|
|
||
Common stock
|
|
200,078
|
|
|
197,576
|
|
||
Retained earnings
|
|
455,379
|
|
|
441,518
|
|
||
Common stock in treasury
|
|
(121,306
|
)
|
|
(118,151
|
)
|
||
Other comprehensive income (loss)
|
|
(49,161
|
)
|
|
(59,888
|
)
|
||
Other equity transactions
|
|
2,867
|
|
|
2,266
|
|
||
Total shareholders' equity
|
|
487,857
|
|
|
463,321
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
790,854
|
|
|
$
|
777,945
|
|
|
|
First Half Ended
|
||||||
|
|
Jun. 27,
|
|
Jun. 28,
|
||||
(Thousands)
|
|
2014
|
|
2013
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
17,305
|
|
|
$
|
10,940
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation, depletion and amortization
|
|
22,093
|
|
|
18,656
|
|
||
Amortization of deferred financing costs in interest expense
|
|
356
|
|
|
325
|
|
||
Stock-based compensation expense
|
|
3,027
|
|
|
2,676
|
|
||
Changes in assets and liabilities net of acquired assets and liabilities:
|
|
|
|
|
||||
Decrease (increase) in accounts receivable
|
|
(8,680
|
)
|
|
(5,156
|
)
|
||
Decrease (increase) in inventory
|
|
(16,559
|
)
|
|
4,212
|
|
||
Decrease (increase) in prepaid and other current assets
|
|
(2,658
|
)
|
|
9,029
|
|
||
Decrease (increase) in deferred income taxes
|
|
58
|
|
|
1,166
|
|
||
Increase (decrease) in accounts payable and accrued expenses
|
|
(8,965
|
)
|
|
(27,143
|
)
|
||
Increase (decrease) in unearned revenue
|
|
1,637
|
|
|
(1,077
|
)
|
||
Increase (decrease) in interest and taxes payable
|
|
5,432
|
|
|
177
|
|
||
Increase (decrease) in long-term liabilities
|
|
(11,419
|
)
|
|
2,409
|
|
||
Other-net
|
|
(3,111
|
)
|
|
1,906
|
|
||
Net cash (used in) provided from operating activities
|
|
(1,484
|
)
|
|
18,120
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Payments for purchase of property, plant and equipment
|
|
(12,859
|
)
|
|
(13,023
|
)
|
||
Payments for mine development
|
|
(337
|
)
|
|
(4,382
|
)
|
||
Proceeds from sale of property, plant and equipment
|
|
3,009
|
|
|
67
|
|
||
Other investments-net
|
|
(2
|
)
|
|
20
|
|
||
Net cash used in investing activities
|
|
(10,189
|
)
|
|
(17,318
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Repayment of short-term debt
|
|
(4,886
|
)
|
|
(12,729
|
)
|
||
Proceeds from issuance of long-term debt
|
|
33,170
|
|
|
70,240
|
|
||
Repayment of long-term debt
|
|
(15,492
|
)
|
|
(55,541
|
)
|
||
Debt issuance costs
|
|
—
|
|
|
(1,301
|
)
|
||
Principal payments under capital lease obligations
|
|
(328
|
)
|
|
(329
|
)
|
||
Payment of dividends
|
|
(3,405
|
)
|
|
(3,198
|
)
|
||
Repurchase of common stock
|
|
(2,672
|
)
|
|
—
|
|
||
Issuance of common stock under stock option plans
|
|
360
|
|
|
849
|
|
||
Tax benefit from stock compensation realization
|
|
109
|
|
|
1,316
|
|
||
Net cash provided from (used in) financing activities
|
|
6,856
|
|
|
(693
|
)
|
||
Effects of exchange rate changes
|
|
105
|
|
|
(439
|
)
|
||
Net change in cash and cash equivalents
|
|
(4,712
|
)
|
|
(330
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
22,774
|
|
|
16,056
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
18,062
|
|
|
$
|
15,726
|
|
(Thousands)
|
|
June 27,
2014
|
|
Dec. 31,
2013 |
||||
Principally average cost:
|
|
|
|
|
||||
Raw materials and supplies
|
|
$
|
38,960
|
|
|
$
|
39,201
|
|
Work in process
|
|
170,510
|
|
|
152,645
|
|
||
Finished goods
|
|
45,320
|
|
|
40,954
|
|
||
Net inventories
|
|
$
|
254,790
|
|
|
$
|
232,800
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
Second Quarter Ended
|
|
Second Quarter Ended
|
||||||||||||
(Thousands)
|
|
June 27, 2014
|
|
June 28, 2013
|
|
June 27, 2014
|
|
June 28, 2013
|
||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$
|
1,936
|
|
|
$
|
2,356
|
|
|
$
|
34
|
|
|
$
|
76
|
|
Interest cost
|
|
2,444
|
|
|
2,353
|
|
|
169
|
|
|
311
|
|
||||
Expected return on plan assets
|
|
(3,013
|
)
|
|
(2,996
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost (benefit)
|
|
(109
|
)
|
|
(86
|
)
|
|
(374
|
)
|
|
29
|
|
||||
Amortization of net loss
|
|
1,275
|
|
|
1,933
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost (benefit)
|
|
$
|
2,533
|
|
|
$
|
3,560
|
|
|
$
|
(171
|
)
|
|
$
|
416
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
First Half Ended
|
|
First Half Ended
|
||||||||||||
(Thousands)
|
|
June 27, 2014
|
|
June 28, 2013
|
|
June 27, 2014
|
|
June 28, 2013
|
||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$
|
3,872
|
|
|
$
|
4,711
|
|
|
$
|
69
|
|
|
$
|
152
|
|
Interest cost
|
|
4,888
|
|
|
4,707
|
|
|
337
|
|
|
622
|
|
||||
Expected return on plan assets
|
|
(6,025
|
)
|
|
(5,992
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost (benefit)
|
|
(218
|
)
|
|
(170
|
)
|
|
(749
|
)
|
|
58
|
|
||||
Amortization of net loss
|
|
2,550
|
|
|
3,865
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
|
$
|
5,067
|
|
|
$
|
7,121
|
|
|
$
|
(343
|
)
|
|
$
|
832
|
|
(Thousands)
|
|
Advanced
Material
Technologies
|
|
Performance
Alloys
|
|
Beryllium and
Composites
|
|
Technical
Materials
|
|
Subtotal
|
|
All
Other
|
|
Total
|
||||||||||||||
Second Quarter 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales to external customers
|
|
$
|
179,112
|
|
|
$
|
76,741
|
|
|
$
|
16,598
|
|
|
$
|
15,514
|
|
|
$
|
287,965
|
|
|
$
|
—
|
|
|
$
|
287,965
|
|
Intersegment sales
|
|
579
|
|
|
483
|
|
|
163
|
|
|
99
|
|
|
1,324
|
|
|
—
|
|
|
1,324
|
|
|||||||
Operating profit (loss)
|
|
11,495
|
|
|
5,229
|
|
|
(1,812
|
)
|
|
959
|
|
|
15,871
|
|
|
(1,303
|
)
|
|
14,568
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Second Quarter 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales to external customers
|
|
$
|
196,011
|
|
|
$
|
74,335
|
|
|
$
|
16,187
|
|
|
$
|
19,608
|
|
|
$
|
306,141
|
|
|
$
|
—
|
|
|
$
|
306,141
|
|
Intersegment sales
|
|
777
|
|
|
611
|
|
|
63
|
|
|
214
|
|
|
1,665
|
|
|
—
|
|
|
1,665
|
|
|||||||
Operating profit (loss)
|
|
(2,286
|
)
|
|
6,898
|
|
|
822
|
|
|
2,389
|
|
|
7,823
|
|
|
(1,262
|
)
|
|
6,561
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
First Half 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales to external customers
|
|
$
|
342,309
|
|
|
$
|
143,426
|
|
|
$
|
32,095
|
|
|
$
|
29,064
|
|
|
$
|
546,894
|
|
|
$
|
—
|
|
|
$
|
546,894
|
|
Intersegment sales
|
|
1,076
|
|
|
1,002
|
|
|
310
|
|
|
219
|
|
|
2,607
|
|
|
—
|
|
|
2,607
|
|
|||||||
Operating profit (loss)
|
|
19,099
|
|
|
8,778
|
|
|
(710
|
)
|
|
1,141
|
|
|
28,308
|
|
|
(2,687
|
)
|
|
25,621
|
|
|||||||
Assets
|
|
314,125
|
|
|
273,078
|
|
|
145,433
|
|
|
22,184
|
|
|
754,820
|
|
|
36,034
|
|
|
790,854
|
|
|||||||
First Half 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales to external customers
|
|
$
|
389,864
|
|
|
$
|
148,857
|
|
|
$
|
28,509
|
|
|
$
|
38,080
|
|
|
$
|
605,310
|
|
|
$
|
—
|
|
|
$
|
605,310
|
|
Intersegment sales
|
|
1,525
|
|
|
1,041
|
|
|
133
|
|
|
444
|
|
|
3,143
|
|
|
—
|
|
|
3,143
|
|
|||||||
Operating profit (loss)
|
|
1,065
|
|
|
14,134
|
|
|
(474
|
)
|
|
3,825
|
|
|
18,550
|
|
|
(2,467
|
)
|
|
16,083
|
|
|||||||
Assets
|
|
318,917
|
|
|
266,561
|
|
|
141,509
|
|
|
24,530
|
|
|
751,517
|
|
|
47,226
|
|
|
798,743
|
|
|
|
Second Quarter Ended
|
|
First Half Ended
|
||||||||||||
|
|
June 27,
|
|
June 28,
|
|
June 27,
|
|
June 28,
|
||||||||
(Thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Foreign currency exchange/translation (loss) gain
|
|
$
|
(423
|
)
|
|
$
|
426
|
|
|
$
|
(475
|
)
|
|
$
|
1,145
|
|
Amortization of intangible assets
|
|
(1,310
|
)
|
|
(1,324
|
)
|
|
(2,433
|
)
|
|
(2,642
|
)
|
||||
Metal consignment fees
|
|
(1,846
|
)
|
|
(1,701
|
)
|
|
(3,712
|
)
|
|
(3,518
|
)
|
||||
Net gain (loss) on disposal of fixed assets
|
|
(27
|
)
|
|
—
|
|
|
2,610
|
|
|
—
|
|
||||
Recovery from insurance
|
|
6,750
|
|
|
—
|
|
|
6,750
|
|
|
—
|
|
||||
Other items
|
|
(249
|
)
|
|
(351
|
)
|
|
(207
|
)
|
|
(416
|
)
|
||||
Total
|
|
$
|
2,895
|
|
|
$
|
(2,950
|
)
|
|
$
|
2,533
|
|
|
$
|
(5,431
|
)
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
(Thousands)
|
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
||||||||||||||||
Financial Assets
|
|
|
|
|
|
|
|
|
||||||||
Directors’ deferred compensation investments
|
|
$
|
328
|
|
|
$
|
328
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
36
|
|
|
—
|
|
|
36
|
|
|
—
|
|
||||
Total
|
|
$
|
364
|
|
|
$
|
328
|
|
|
$
|
36
|
|
|
$
|
—
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Directors’ deferred compensation liability
|
|
$
|
328
|
|
|
$
|
328
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Total
|
|
$
|
333
|
|
|
$
|
328
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
|
Gains and Losses
On Cash Flow Hedges
|
|
|
|
|
|
|
||||||||||||||||
(Thousands)
|
|
Foreign Currency
|
|
Precious Metals
|
|
Total
|
|
Pension and Post Employment Benefits
|
|
Foreign Currency Translation
|
|
Total
|
||||||||||||
Accumulated other comprehensive income, as of March 28, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross
|
|
$
|
(96
|
)
|
|
$
|
—
|
|
|
$
|
(96
|
)
|
|
$
|
(62,058
|
)
|
|
$
|
876
|
|
|
$
|
(61,278
|
)
|
Deferred tax (benefit)
|
|
(1,437
|
)
|
|
—
|
|
|
(1,437
|
)
|
|
(9,932
|
)
|
|
—
|
|
|
(11,369
|
)
|
||||||
Net
|
|
$
|
1,341
|
|
|
$
|
—
|
|
|
$
|
1,341
|
|
|
$
|
(52,126
|
)
|
|
$
|
876
|
|
|
$
|
(49,909
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Second quarter 2014 activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) before reclassifications
|
|
84
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
126
|
|
|
210
|
|
||||||
Amounts reclassified from accumulated other comprehensive income
|
|
43
|
|
|
—
|
|
|
43
|
|
|
461
|
|
|
—
|
|
|
504
|
|
||||||
Net current period other comprehensive income (loss) before tax
|
|
127
|
|
|
—
|
|
|
127
|
|
|
461
|
|
|
126
|
|
|
714
|
|
||||||
Deferred taxes on current period activity
|
|
47
|
|
|
—
|
|
|
47
|
|
|
(81
|
)
|
|
—
|
|
|
(34
|
)
|
||||||
Net current period other comprehensive income (loss) after tax
|
|
80
|
|
|
—
|
|
|
80
|
|
|
542
|
|
|
126
|
|
|
748
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated other comprehensive income, as of June 27, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross
|
|
31
|
|
|
—
|
|
|
31
|
|
|
(61,597
|
)
|
|
1,002
|
|
|
(60,564
|
)
|
||||||
Deferred tax (benefit)
|
|
(1,390
|
)
|
|
—
|
|
|
(1,390
|
)
|
|
(10,013
|
)
|
|
—
|
|
|
(11,403
|
)
|
||||||
Net
|
|
$
|
1,421
|
|
|
$
|
—
|
|
|
$
|
1,421
|
|
|
$
|
(51,584
|
)
|
|
$
|
1,002
|
|
|
$
|
(49,161
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated other comprehensive income, as of March 29, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross
|
|
$
|
969
|
|
|
$
|
—
|
|
|
$
|
969
|
|
|
$
|
(125,665
|
)
|
|
$
|
1,323
|
|
|
$
|
(123,373
|
)
|
Deferred tax (benefit)
|
|
(1,064
|
)
|
|
—
|
|
|
(1,064
|
)
|
|
(32,748
|
)
|
|
—
|
|
|
(33,812
|
)
|
||||||
Net
|
|
2,033
|
|
|
—
|
|
|
2,033
|
|
|
(92,917
|
)
|
|
1,323
|
|
|
(89,561
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Second quarter 2013 activity :
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) before reclassifications
|
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
(626
|
)
|
|
(613
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive income
|
|
(428
|
)
|
|
23
|
|
|
(405
|
)
|
|
1,877
|
|
|
—
|
|
|
1,472
|
|
||||||
Net current period other comprehensive income (loss) before tax
|
|
(415
|
)
|
|
23
|
|
|
(392
|
)
|
|
1,877
|
|
|
(626
|
)
|
|
859
|
|
||||||
Deferred taxes on current period activity
|
|
(145
|
)
|
|
—
|
|
|
(145
|
)
|
|
657
|
|
|
—
|
|
|
512
|
|
||||||
Net current period other comprehensive income (loss) after tax
|
|
(270
|
)
|
|
23
|
|
|
(247
|
)
|
|
1,220
|
|
|
(626
|
)
|
|
347
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated other comprehensive income, as of June 28, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
554
|
|
|
23
|
|
|
577
|
|
|
(123,788
|
)
|
|
697
|
|
|
(122,514
|
)
|
||||||
Deferred tax (benefit)
|
|
(1,209
|
)
|
|
1
|
|
|
(1,208
|
)
|
|
(32,091
|
)
|
|
—
|
|
|
(33,299
|
)
|
||||||
Net
|
|
$
|
1,763
|
|
|
$
|
22
|
|
|
$
|
1,785
|
|
|
$
|
(91,697
|
)
|
|
$
|
697
|
|
|
$
|
(89,215
|
)
|
|
|
Gains and Losses
On Cash Flow Hedges
|
|
|
|
|
|
|
||||||||||||||||
(Thousands)
|
|
Foreign Currency
|
|
Precious Metals
|
|
Total
|
|
Pension and Post Employment Benefits
|
|
Foreign Currency Translation
|
|
Total
|
||||||||||||
Accumulated other comprehensive income, as of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross
|
|
$
|
(87
|
)
|
|
$
|
(19
|
)
|
|
$
|
(106
|
)
|
|
$
|
(77,301
|
)
|
|
$
|
287
|
|
|
$
|
(77,120
|
)
|
Deferred tax (benefit)
|
|
(1,433
|
)
|
|
(7
|
)
|
|
(1,440
|
)
|
|
(15,792
|
)
|
|
—
|
|
|
(17,232
|
)
|
||||||
Net
|
|
$
|
1,346
|
|
|
$
|
(12
|
)
|
|
$
|
1,334
|
|
|
$
|
(61,509
|
)
|
|
$
|
287
|
|
|
$
|
(59,888
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
First half 2014 activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) before reclassifications
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
(8
|
)
|
|
$
|
14,034
|
|
|
$
|
715
|
|
|
$
|
14,741
|
|
Amounts reclassified from accumulated other comprehensive income
|
|
$
|
126
|
|
|
$
|
19
|
|
|
$
|
145
|
|
|
$
|
1,670
|
|
|
$
|
—
|
|
|
$
|
1,815
|
|
Net current period other comprehensive income (loss) before tax
|
|
118
|
|
|
19
|
|
|
$
|
137
|
|
|
15,704
|
|
|
715
|
|
|
$
|
16,556
|
|
||||
Deferred taxes on current period activity
|
|
43
|
|
|
7
|
|
|
$
|
50
|
|
|
5,779
|
|
|
—
|
|
|
$
|
5,829
|
|
||||
Net current period other comprehensive income (loss) after tax
|
|
75
|
|
|
12
|
|
|
$
|
87
|
|
|
9,925
|
|
|
715
|
|
|
$
|
10,727
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated other comprehensive income, as of June 27, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
(61,597
|
)
|
|
$
|
1,002
|
|
|
$
|
(60,564
|
)
|
Deferred tax (benefit)
|
|
(1,390
|
)
|
|
—
|
|
|
$
|
(1,390
|
)
|
|
(10,013
|
)
|
|
—
|
|
|
(11,403
|
)
|
|||||
Net
|
|
$
|
1,421
|
|
|
—
|
|
|
$
|
1,421
|
|
|
$
|
(51,584
|
)
|
|
$
|
1,002
|
|
|
$
|
(49,161
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated other comprehensive income, as of December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross
|
|
$
|
253
|
|
|
$
|
97
|
|
|
$
|
350
|
|
|
$
|
(127,541
|
)
|
|
$
|
4,077
|
|
|
$
|
(123,114
|
)
|
Deferred tax (benefit)
|
|
$
|
(1,314
|
)
|
|
$
|
34
|
|
|
$
|
(1,280
|
)
|
|
$
|
(33,405
|
)
|
|
$
|
—
|
|
|
$
|
(34,685
|
)
|
Net
|
|
$
|
1,567
|
|
|
$
|
63
|
|
|
$
|
1,630
|
|
|
$
|
(94,136
|
)
|
|
$
|
4,077
|
|
|
$
|
(88,429
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
First half 2013 activity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) before reclassifications
|
|
$
|
872
|
|
|
$
|
23
|
|
|
$
|
895
|
|
|
$
|
—
|
|
|
$
|
(3,380
|
)
|
|
$
|
(2,485
|
)
|
Amounts reclassified from accumulated other comprehensive income
|
|
$
|
(571
|
)
|
|
$
|
(97
|
)
|
|
$
|
(668
|
)
|
|
$
|
3,753
|
|
|
$
|
—
|
|
|
$
|
3,085
|
|
Net current period other comprehensive income (loss) before tax
|
|
$
|
301
|
|
|
$
|
(74
|
)
|
|
$
|
227
|
|
|
$
|
3,753
|
|
|
$
|
(3,380
|
)
|
|
$
|
600
|
|
Deferred taxes on current period activity
|
|
$
|
105
|
|
|
$
|
(33
|
)
|
|
$
|
72
|
|
|
$
|
1,314
|
|
|
$
|
—
|
|
|
$
|
1,386
|
|
Net current period other comprehensive income (loss) after tax
|
|
$
|
196
|
|
|
$
|
(41
|
)
|
|
$
|
155
|
|
|
$
|
2,439
|
|
|
$
|
(3,380
|
)
|
|
$
|
(786
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated other comprehensive income, as of June 28, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross
|
|
554
|
|
|
23
|
|
|
$
|
577
|
|
|
(123,788
|
)
|
|
697
|
|
|
$
|
(122,514
|
)
|
||||
Deferred tax (benefit)
|
|
(1,209
|
)
|
|
1
|
|
|
$
|
(1,208
|
)
|
|
(32,091
|
)
|
|
—
|
|
|
$
|
(33,299
|
)
|
||||
Net
|
|
$
|
1,763
|
|
|
$
|
22
|
|
|
$
|
1,785
|
|
|
$
|
(91,697
|
)
|
|
$
|
697
|
|
|
$
|
(89,215
|
)
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Second Quarter Ended
|
|
First Half Ended
|
||||||||||||
|
|
Jun. 27,
|
|
Jun. 28,
|
|
Jun. 27,
|
|
Jun. 28,
|
||||||||
(Millions, except per share data)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Sales
|
|
$
|
288.0
|
|
|
$
|
306.1
|
|
|
$
|
546.9
|
|
|
$
|
605.3
|
|
Value-added sales
|
|
159.6
|
|
|
152.5
|
|
|
304.5
|
|
|
303.8
|
|
||||
Operating profit
|
|
14.6
|
|
|
6.6
|
|
|
25.6
|
|
|
16.1
|
|
||||
Income before income taxes
|
|
13.9
|
|
|
5.7
|
|
|
24.3
|
|
|
14.4
|
|
||||
Net income
|
|
10.0
|
|
|
4.2
|
|
|
17.3
|
|
|
10.9
|
|
||||
Diluted earnings per share
|
|
$
|
0.47
|
|
|
$
|
0.20
|
|
|
$
|
0.82
|
|
|
$
|
0.52
|
|
|
|
Second Quarter Ended
|
|
First Half Ended
|
||||||||||||
|
|
Jun. 27,
|
|
Jun. 28,
|
|
Jun. 27,
|
|
Jun. 28,
|
||||||||
(Dollars in millions)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Income before income taxes
|
|
$
|
13.9
|
|
|
$
|
5.7
|
|
|
$
|
24.3
|
|
|
$
|
14.4
|
|
Income tax expense
|
|
3.9
|
|
|
1.6
|
|
|
7.0
|
|
|
3.5
|
|
||||
Effective tax rate
|
|
28.2
|
%
|
|
27.7
|
%
|
|
28.7
|
%
|
|
24.2
|
%
|
|
|
Second Quarter Ended
|
|
First Half Ended
|
||||||||||||
|
|
Jun. 27,
|
|
Jun. 28,
|
|
Jun. 27,
|
|
Jun. 28,
|
||||||||
(Millions)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Sales
|
|
$
|
179.1
|
|
|
$
|
196.0
|
|
|
$
|
342.3
|
|
|
$
|
389.9
|
|
Value-added sales
|
|
69.9
|
|
|
65.2
|
|
|
135.5
|
|
|
133.9
|
|
||||
Operating profit
|
|
11.5
|
|
|
(2.3
|
)
|
|
19.1
|
|
|
1.1
|
|
|
|
Second Quarter Ended
|
|
First Half Ended
|
||||||||||||
|
|
Jun. 27,
|
|
Jun. 28,
|
|
Jun. 27,
|
|
Jun. 28,
|
||||||||
(Millions)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Sales
|
|
$
|
76.7
|
|
|
$
|
74.3
|
|
|
$
|
143.4
|
|
|
$
|
148.9
|
|
Value-added sales
|
|
63.5
|
|
|
58.8
|
|
|
118.1
|
|
|
118.1
|
|
||||
Operating profit
|
|
5.2
|
|
|
6.9
|
|
|
8.8
|
|
|
14.1
|
|
(Millions)
|
|
Second Quarter Ended
|
|
First Half Ended
|
||||||||||||
Jun. 27,
|
|
Jun. 28,
|
|
Jun. 27,
|
|
Jun. 28,
|
||||||||||
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||
Sales
|
|
$
|
16.6
|
|
|
$
|
16.2
|
|
|
$
|
32.1
|
|
|
$
|
28.5
|
|
Operating profit (loss)
|
|
(1.8
|
)
|
|
0.8
|
|
|
(0.7
|
)
|
|
(0.5
|
)
|
|
|
Second Quarter Ended
|
|
First Half Ended
|
||||||||||||
|
|
Jun. 27,
|
|
Jun. 28,
|
|
Jun. 27,
|
|
Jun. 28,
|
||||||||
(Millions)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Sales
|
|
$
|
15.5
|
|
|
$
|
19.6
|
|
|
$
|
29.1
|
|
|
$
|
38.0
|
|
Value-added sales
|
|
9.6
|
|
|
12.3
|
|
|
18.8
|
|
|
23.3
|
|
||||
Operating profit
|
|
1.0
|
|
|
2.4
|
|
|
1.1
|
|
|
3.8
|
|
|
|
Second Quarter Ended
|
|
First Half Ended
|
||||||||||||
|
|
Jun. 27,
|
|
Jun. 28,
|
|
Jun. 27,
|
|
Jun. 28,
|
||||||||
(Millions)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Sales
|
|
|
|
|
|
|
|
|
||||||||
Advanced Material Technologies
|
|
$
|
179.1
|
|
|
$
|
196.0
|
|
|
$
|
342.3
|
|
|
$
|
389.9
|
|
Performance Alloys
|
|
76.8
|
|
|
74.3
|
|
|
143.4
|
|
|
148.9
|
|
||||
Beryllium and Composites
|
|
16.6
|
|
|
16.2
|
|
|
32.1
|
|
|
28.5
|
|
||||
Technical Materials
|
|
15.5
|
|
|
19.6
|
|
|
29.1
|
|
|
38.0
|
|
||||
All Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
288.0
|
|
|
$
|
306.1
|
|
|
$
|
546.9
|
|
|
$
|
605.3
|
|
|
|
|
|
|
|
|
|
|
||||||||
Less: Pass-through Metal Cost
|
|
|
|
|
|
|
|
|
||||||||
Advanced Material Technologies
|
|
$
|
109.2
|
|
|
$
|
130.8
|
|
|
$
|
206.8
|
|
|
$
|
256.0
|
|
Performance Alloys
|
|
13.3
|
|
|
15.5
|
|
|
25.3
|
|
|
30.8
|
|
||||
Beryllium and Composites
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Technical Materials
|
|
5.9
|
|
|
7.3
|
|
|
10.3
|
|
|
14.7
|
|
||||
All Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
128.4
|
|
|
$
|
153.6
|
|
|
$
|
242.4
|
|
|
$
|
301.5
|
|
|
|
|
|
|
|
|
|
|
||||||||
Value-added Sales
|
|
|
|
|
|
|
|
|
||||||||
Advanced Material Technologies
|
|
$
|
69.9
|
|
|
$
|
65.2
|
|
|
$
|
135.5
|
|
|
$
|
133.9
|
|
Performance Alloys
|
|
63.5
|
|
|
58.8
|
|
|
118.1
|
|
|
118.1
|
|
||||
Beryllium and Composites
|
|
16.6
|
|
|
16.2
|
|
|
32.1
|
|
|
28.5
|
|
||||
Technical Materials
|
|
9.6
|
|
|
12.3
|
|
|
18.8
|
|
|
23.3
|
|
||||
All Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
159.6
|
|
|
$
|
152.5
|
|
|
$
|
304.5
|
|
|
$
|
303.8
|
|
|
|
First Half Ended
|
||||||
|
|
Jun. 27,
|
|
Jun. 28,
|
||||
(Millions)
|
|
2014
|
|
2013
|
||||
Capital expenditures
|
|
$
|
12.9
|
|
|
$
|
13.0
|
|
Mine development
|
|
0.3
|
|
|
4.4
|
|
||
Total
|
|
$
|
13.2
|
|
|
$
|
17.4
|
|
•
|
Actual sales, operating rates and margins for 2014;
|
•
|
Our ability to strengthen our internal control over financial reporting and disclosure controls and procedures;
|
•
|
The global economy;
|
•
|
The impact of the U.S. Federal Government shutdowns and sequestrations;
|
•
|
The condition of the markets which we serve, whether defined geographically or by segment, with the major market segments being: consumer electronics, industrial components, commercial aerospace, defense, science, automotive electronics, medical, energy and telecommunications infrastructure;
|
•
|
Changes in product mix and the financial condition of customers;
|
•
|
Our success in developing and introducing new products and new product ramp-up rates;
|
•
|
Our success in passing through the costs of raw materials to customers or otherwise mitigating fluctuating prices for those materials, including the impact of fluctuating prices on inventory values;
|
•
|
Our success in integrating acquired businesses;
|
•
|
The impact of the results of acquisitions on our ability to achieve fully the strategic and financial objectives related to these acquisitions;
|
•
|
Our success in achieving the expected benefits from our facility consolidations;
|
•
|
Our success in implementing our strategic plans and the timely and successful completion and start-up of any capital projects, including the new primary beryllium facility in Elmore, Ohio;
|
•
|
The availability of adequate lines of credit and the associated interest rates;
|
•
|
Other financial factors, including the cost and availability of raw materials (both base and precious metals), physical inventory valuations, metal financing fees, tax rates, exchange rates, pension costs and required cash contributions and other employee benefit costs, energy costs, regulatory compliance costs, the cost and availability of insurance, and the impact of the Company’s stock price on the cost of incentive compensation plans;
|
•
|
The uncertainties related to the impact of war, terrorist activities and acts of God;
|
•
|
Changes in government regulatory requirements and the enactment of new legislation that impacts our obligations and operations;
|
•
|
The conclusion of pending litigation matters in accordance with our expectation that there will be no material adverse effects; and
|
•
|
The risk factors set forth in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2013.
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs (1)
|
||||||
March 29 through May 2, 2014
|
|
—
|
|
|
$
|
—
|
|
|
50,806
|
|
|
$
|
48,533,377
|
|
May 3 through May 30, 2014
|
|
25,614
|
|
|
33.15
|
|
|
76,420
|
|
|
47,683,563
|
|
||
May 31 through June 27, 2014
|
|
9,950
|
|
|
35.73
|
|
|
86,370
|
|
|
47,327,732
|
|
||
Total
|
|
35,564
|
|
|
$
|
33.87
|
|
|
213,596
|
|
|
$
|
47,327,732
|
|
|
|
|
(1)
|
In January 2014, our Board of Directors approved a stock repurchase program for the repurchase of up to $50,000,000 of our common stock. As of June 27, 2014, $47,327,732 may yet be purchased under the program.
|
Item 4.
|
Mine Safety Disclosures
|
Item 6.
|
Exhibits
|
|
3.1
|
|
Amended and Restated Code of Regulations of Materion Corporation.
|
|
|
|
|
|
3.2
|
|
Amended and Restated Articles of Incorporation of Materion Corporation.
|
|
|
|
|
|
10.1
|
|
Amended and Restated Materion Corporation 2006 Stock Incentive Plan (As Amended and Restated as of May 7, 2014)(filed as Exhibit 4.4 to the Registration Statement on Form S-8, Registration No. 333-195762, filed by the Registrant on May 7, 2014), incorporated herein by reference.
|
|
|
|
|
|
10.2
|
|
Amended and Restated Materion Corporation 2006 Non-employee Director Equity Plan (As Amended and Restated as of May 7, 2014)(filed as Exhibit 4.4 to the Registration Statement on Form S-8, Registration No. 333-195761, filed by the Registrant on May 7, 2014), incorporated herein by reference.
|
|
|
|
|
|
11
|
|
Statement regarding computation of per share earnings.
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a).
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer required by Rule 13a-14(a) or 15d-14(a).
|
|
|
|
|
|
32
|
|
Certifications of Chief Executive Officer and Chief Financial Officer required by 18 U.S.C. Section 1350.
|
|
|
|
|
|
95
|
|
Mine Safety Disclosure Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act for the period ending March 28, 2014.
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
MATERION CORPORATION
|
|
|
|
||
Dated: August 1, 2014
|
|
|
|
|
|
|
|
|
/s/ John D. Grampa
|
|
|
|
|
John D. Grampa
|
|
|
|
|
Senior Vice President Finance and
|
|
|
|
|
Chief Financial Officer
|
3.1
|
|
Amended and Restated Code of Regulations of Materion Corporation.
|
|
|
|
3.2
|
|
Amended and Restated Articles of Incorporation of Materion Corporation.
|
|
|
|
10.1
|
|
Amended and Restated Materion Corporation 2006 Stock Incentive Plan (As Amended and Restated as of May 7, 2014)(filed as Exhibit 4.4 to the Registration Statement on Form S-8, Registration No. 333-195762, filed by the Registrant on May 7, 2014), incorporated herein by reference.
|
|
|
|
10.2
|
|
Amended and Restated Materion Corporation 2006 Non-employee Director Equity Plan (As Amended and Restated as of May 7, 2014)(filed as Exhibit 4.4 to the Registration Statement on Form S-8, Registration No. 333-195761, filed by the Registrant on May 7, 2014), incorporated herein by reference.
|
|
|
|
11
|
|
Statement regarding computation of per share earnings.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a).
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer required by Rule 13a-14(a) or 15d-14(a).
|
|
|
|
32
|
|
Certifications of Chief Executive Officer and Chief Financial Officer required by 18 U.S.C. Section 1350.
|
|
|
|
95
|
|
Mine Safety Disclosure Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act for the period ending June 27, 2014.
|
|
|
|
*101.INS
|
|
XBRL Instance Document.
|
|
|
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
*101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.
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*101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.
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*101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.
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*101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.
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*
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Submitted electronically herewith.
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Second Quarter Ended
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First Half Ended
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Jun. 27,
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Jun. 28,
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Jun. 27,
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Jun. 28,
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(Thousands, except per share amounts)
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2014
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2013
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2014
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2013
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Basic:
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Average shares outstanding
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20,642
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20,566
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20,625
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20,524
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Net Income
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$
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9,974
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$
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4,155
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$
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17,305
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$
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10,940
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Per share amount
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$
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0.48
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$
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0.20
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$
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0.84
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$
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0.53
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Diluted:
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Average shares outstanding
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20,642
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20,566
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20,625
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20,524
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Dilutive stock securities based on the treasury stock method using average market price
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359
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303
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358
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321
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Totals
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21,001
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20,869
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20,983
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20,845
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Net Income
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$
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9,974
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$
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4,155
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$
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17,305
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$
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10,940
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Per share amount
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$
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0.47
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$
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0.20
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$
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0.82
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$
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0.52
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1)
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I have reviewed this quarterly report on Form 10-Q of Materion Corporation (the “registrant”);
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2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3)
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4)
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5)
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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):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Richard J. Hipple
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Dated: August 1, 2014
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Richard J. Hipple
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Chairman, President and Chief Executive Officer
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1)
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I have reviewed this quarterly report on Form 10-Q of Materion Corporation (the “registrant”);
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2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3)
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4)
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5)
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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):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ John D. Grampa
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Dated: August 1, 2014
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John D. Grampa
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Senior Vice President Finance and Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
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/s/ Richard J. Hipple
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Richard J. Hipple
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Chairman, President and Chief Executive Officer
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/s/ John D. Grampa
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John D. Grampa
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Senior Vice President Finance and Chief Financial Officer
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(A)
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Total number of alleged violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under Section 104 of the Mine Act for which Materion Natural Resources Inc. received a citation from MSHA
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0
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(B)
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Total number of orders issued under Section 104(b) of the Mine Act
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0
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(C)
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Total number of citations and orders for alleged unwarrantable failure by Materion Natural Resources Inc. to comply with mandatory health or safety standards under Section 104(d) of the Mine Act
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0
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(D)
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Total number of alleged flagrant violations under Section 110(b)(2) of the Mine Act
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0
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(E)
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Total number of imminent danger orders issued under Section 107(a) of the Mine Act
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0
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(F)
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Total dollar value of proposed assessments from MSHA under the Mine Act
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$100
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(G)
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Total number of mining-related fatalities
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0
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(H)
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Received notice from MSHA of a pattern of violations under Section 104(e) of the Mine Act
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No
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(I)
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Received notice from MSHA of the potential to have a pattern of violations under Section 104(e) of the Mine Act
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No
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(J)
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Total number of Legal Actions pending as of the last day of the Reporting Period
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0
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(K)
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Total number of Legal Actions instituted during the Reporting Period
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0
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(L)
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Total number of Legal Actions resolved during the Reporting Period
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0
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