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
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
Item 1.
|
Financial Statements
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
First Quarter Ended
|
||||||
|
|
Apr. 3,
|
|
Mar. 28,
|
||||
(Thousands, except per share amounts)
|
|
2015
|
|
2014
|
||||
Net sales
|
|
$
|
290,024
|
|
|
$
|
258,929
|
|
Cost of sales
|
|
237,669
|
|
|
213,467
|
|
||
Gross margin
|
|
52,355
|
|
|
45,462
|
|
||
Selling, general, and administrative expense
|
|
36,941
|
|
|
31,259
|
|
||
Research and development expense
|
|
3,348
|
|
|
2,787
|
|
||
Other—net
|
|
(2,158
|
)
|
|
363
|
|
||
Operating profit
|
|
14,224
|
|
|
11,053
|
|
||
Interest expense—net
|
|
657
|
|
|
695
|
|
||
Income before income taxes
|
|
13,567
|
|
|
10,358
|
|
||
Income tax expense (benefit)
|
|
3,938
|
|
|
3,027
|
|
||
Net income
|
|
$
|
9,629
|
|
|
$
|
7,331
|
|
Basic earnings per share:
|
|
|
|
|
||||
Net income per share of common stock
|
|
$
|
0.48
|
|
|
$
|
0.36
|
|
Diluted earnings per share:
|
|
|
|
|
||||
Net income per share of common stock
|
|
$
|
0.47
|
|
|
$
|
0.35
|
|
Cash dividends per share
|
|
$
|
0.085
|
|
|
$
|
0.080
|
|
Weighted-average number of shares of common stock outstanding:
|
|
|
|
|
||||
Basic
|
|
20,144
|
|
|
20,604
|
|
||
Diluted
|
|
20,447
|
|
|
20,962
|
|
|
|
First Quarter Ended
|
||||||
|
|
Apr. 3,
|
|
Mar. 28,
|
||||
(Thousands)
|
|
2015
|
|
2014
|
||||
Net income
|
|
$
|
9,629
|
|
|
$
|
7,331
|
|
Other comprehensive income:
|
|
|
|
|
||||
Foreign currency translation adjustment
|
|
(1,570
|
)
|
|
589
|
|
||
Derivative and hedging activity, net of tax
|
|
503
|
|
|
7
|
|
||
Pension and post-employment benefit adjustment, net of tax
|
|
902
|
|
|
9,383
|
|
||
Net change in accumulated other comprehensive income
|
|
(165
|
)
|
|
9,979
|
|
||
Comprehensive income
|
|
$
|
9,464
|
|
|
$
|
17,310
|
|
|
|
Apr. 3,
|
|
Dec. 31,
|
||||
(Thousands)
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
21,938
|
|
|
$
|
13,150
|
|
Accounts receivable
|
|
117,126
|
|
|
112,780
|
|
||
Inventories
|
|
237,028
|
|
|
232,409
|
|
||
Prepaid expenses
|
|
17,161
|
|
|
14,953
|
|
||
Deferred income taxes
|
|
13,347
|
|
|
13,402
|
|
||
Total current assets
|
|
406,600
|
|
|
386,694
|
|
||
Long-term deferred income taxes
|
|
17,494
|
|
|
17,722
|
|
||
Property, plant, and equipment
|
|
813,806
|
|
|
800,671
|
|
||
Less allowances for depreciation, depletion, and amortization
|
|
(565,456
|
)
|
|
(553,083
|
)
|
||
Property, plant, and equipment—net
|
|
248,350
|
|
|
247,588
|
|
||
Intangible assets
|
|
17,109
|
|
|
18,559
|
|
||
Other assets
|
|
4,868
|
|
|
4,781
|
|
||
Goodwill
|
|
86,725
|
|
|
86,725
|
|
||
Total Assets
|
|
$
|
781,146
|
|
|
$
|
762,069
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Short-term debt
|
|
$
|
667
|
|
|
$
|
653
|
|
Accounts payable
|
|
38,054
|
|
|
36,239
|
|
||
Other liabilities and accrued items
|
|
41,171
|
|
|
59,151
|
|
||
Income taxes
|
|
4,222
|
|
|
3,144
|
|
||
Unearned revenue
|
|
10,389
|
|
|
4,879
|
|
||
Total current liabilities
|
|
94,503
|
|
|
104,066
|
|
||
Other long-term liabilities
|
|
17,853
|
|
|
18,203
|
|
||
Retirement and post-employment benefits
|
|
99,701
|
|
|
103,891
|
|
||
Unearned income
|
|
49,469
|
|
|
51,796
|
|
||
Long-term income taxes
|
|
1,750
|
|
|
1,750
|
|
||
Deferred income taxes
|
|
2,166
|
|
|
617
|
|
||
Long-term debt
|
|
50,787
|
|
|
23,613
|
|
||
Shareholders’ equity
|
|
|
|
|
|
|
||
Serial preferred stock
|
|
—
|
|
|
—
|
|
||
Common stock
|
|
201,838
|
|
|
202,104
|
|
||
Retained earnings
|
|
484,198
|
|
|
476,277
|
|
||
Common stock in treasury
|
|
(141,717
|
)
|
|
(140,938
|
)
|
||
Other comprehensive income (loss)
|
|
(82,402
|
)
|
|
(82,237
|
)
|
||
Other equity transactions
|
|
3,000
|
|
|
2,927
|
|
||
Total shareholders' equity
|
|
464,917
|
|
|
458,133
|
|
||
Total Liabilities and Shareholders’ Equity
|
|
$
|
781,146
|
|
|
$
|
762,069
|
|
|
|
Three Months Ended
|
||||||
|
|
Apr. 3,
|
|
Mar. 28,
|
||||
(Thousands)
|
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
9,629
|
|
|
$
|
7,331
|
|
Adjustments to reconcile net income to net cash provided from operating activities:
|
|
|
|
|
||||
Depreciation, depletion, and amortization
|
|
11,909
|
|
|
12,131
|
|
||
Amortization of deferred financing costs in interest expense
|
|
148
|
|
|
178
|
|
||
Stock-based compensation expense (non-cash)
|
|
1,290
|
|
|
1,412
|
|
||
Changes in assets and liabilities net of acquired assets and liabilities:
|
|
|
|
|
||||
Decrease (increase) in accounts receivable
|
|
(5,467
|
)
|
|
(8,214
|
)
|
||
Decrease (increase) in inventory
|
|
(5,925
|
)
|
|
(13,363
|
)
|
||
Decrease (increase) in prepaid and other current assets
|
|
(2,480
|
)
|
|
153
|
|
||
Decrease (increase) in deferred income taxes
|
|
340
|
|
|
17
|
|
||
Increase (decrease) in accounts payable and accrued expenses
|
|
(18,494
|
)
|
|
(16,474
|
)
|
||
Increase (decrease) in unearned revenue
|
|
5,510
|
|
|
1,462
|
|
||
Increase (decrease) in interest and taxes payable
|
|
1,314
|
|
|
2,648
|
|
||
Increase (decrease) in long-term liabilities
|
|
(1,520
|
)
|
|
(7,671
|
)
|
||
Other-net
|
|
(321
|
)
|
|
(2,821
|
)
|
||
Net cash (used in) operating activities
|
|
(4,067
|
)
|
|
(23,211
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Payments for purchase of property, plant, and equipment
|
|
(7,196
|
)
|
|
(6,120
|
)
|
||
Payments for mine development
|
|
(3,748
|
)
|
|
(80
|
)
|
||
Proceeds from sale of property, plant, and equipment
|
|
—
|
|
|
3,009
|
|
||
Net cash (used in) investing activities
|
|
(10,944
|
)
|
|
(3,191
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from issuance (repayment) of short-term debt
|
|
13
|
|
|
4,119
|
|
||
Proceeds from issuance of long-term debt
|
|
41,103
|
|
|
30,086
|
|
||
Repayment of long-term debt
|
|
(13,929
|
)
|
|
(8,246
|
)
|
||
Principal payments under capital lease obligations
|
|
(230
|
)
|
|
(163
|
)
|
||
Cash dividends paid
|
|
(1,708
|
)
|
|
(1,648
|
)
|
||
Repurchase of common stock
|
|
(768
|
)
|
|
(1,466
|
)
|
||
Issuance of common stock under stock option plans
|
|
—
|
|
|
65
|
|
||
Tax benefit from stock compensation realization
|
|
—
|
|
|
13
|
|
||
Net cash provided from financing activities
|
|
24,481
|
|
|
22,760
|
|
||
Effects of exchange rate changes
|
|
(682
|
)
|
|
181
|
|
||
Net change in cash and cash equivalents
|
|
8,788
|
|
|
(3,461
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
13,150
|
|
|
22,774
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
21,938
|
|
|
$
|
19,313
|
|
|
|
Apr. 3,
|
|
Dec. 31,
|
||||
(Thousands)
|
|
2015
|
|
2014
|
||||
Principally average cost:
|
|
|
|
|
||||
Raw materials and supplies
|
|
$
|
39,398
|
|
|
$
|
39,559
|
|
Work in process
|
|
158,360
|
|
|
155,377
|
|
||
Finished goods
|
|
39,270
|
|
|
37,473
|
|
||
Net inventories
|
|
$
|
237,028
|
|
|
$
|
232,409
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
First Quarter Ended
|
|
First Quarter Ended
|
||||||||||||
|
|
Apr. 3,
|
|
Mar. 28,
|
|
Apr. 3,
|
|
Mar. 28,
|
||||||||
(Thousands)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$
|
2,230
|
|
|
$
|
1,936
|
|
|
$
|
29
|
|
|
$
|
34
|
|
Interest cost
|
|
2,500
|
|
|
2,444
|
|
|
138
|
|
|
169
|
|
||||
Expected return on plan assets
|
|
(3,354
|
)
|
|
(3,013
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost (benefit)
|
|
(112
|
)
|
|
(109
|
)
|
|
(374
|
)
|
|
(374
|
)
|
||||
Amortization of net loss
|
|
1,820
|
|
|
1,275
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost (benefit)
|
|
$
|
3,084
|
|
|
$
|
2,533
|
|
|
$
|
(207
|
)
|
|
$
|
(171
|
)
|
|
|
|
|
|
|
Other
|
|
|
||||||||||||||||
(Thousands)
|
|
Performance
Alloys and
Composites
|
|
Advanced Materials
|
|
Other
(1)
|
|
Corporate
(2)
|
|
Subtotal
|
|
Total
|
||||||||||||
First Quarter 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
|
$
|
103,259
|
|
|
$
|
149,917
|
|
|
$
|
36,617
|
|
|
$
|
231
|
|
|
$
|
36,848
|
|
|
$
|
290,024
|
|
Intersegment sales
(3)
|
|
177
|
|
|
17,385
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,562
|
|
||||||
Value-added sales
|
|
85,590
|
|
|
51,727
|
|
|
24,564
|
|
|
750
|
|
|
25,314
|
|
|
162,631
|
|
||||||
Operating profit (loss)
|
|
6,803
|
|
|
8,903
|
|
|
1,675
|
|
|
(3,157
|
)
|
|
(1,482
|
)
|
|
14,224
|
|
||||||
Assets
|
|
438,816
|
|
|
145,606
|
|
|
125,039
|
|
|
71,685
|
|
|
196,724
|
|
|
781,146
|
|
||||||
First Quarter 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
|
$
|
97,156
|
|
|
$
|
129,339
|
|
|
$
|
33,899
|
|
|
$
|
(1,465
|
)
|
|
$
|
32,434
|
|
|
$
|
258,929
|
|
Intersegment sales
(3)
|
|
232
|
|
|
11,087
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,319
|
|
||||||
Value-added sales
|
|
80,024
|
|
|
41,670
|
|
|
23,919
|
|
|
(752
|
)
|
|
23,167
|
|
|
144,861
|
|
||||||
Operating profit (loss)
|
|
6,209
|
|
|
5,145
|
|
|
4,123
|
|
|
(4,424
|
)
|
|
(301
|
)
|
|
11,053
|
|
||||||
Assets
|
|
428,339
|
|
|
171,277
|
|
|
146,301
|
|
|
45,424
|
|
|
191,725
|
|
|
791,341
|
|
(1)
|
The Other reportable segment includes the results of our Precision Optics and Large Area Coatings operating segments, which do not meet the quantitative thresholds for separate disclosure and are collectively referred to as our Precision Coatings group.
|
(2)
|
Costs associated with our unallocated corporate functions have been shown separately to better illustrate the financial information for the businesses within the Other reportable segment.
|
(3)
|
Intersegment sales are eliminated in consolidation.
|
|
|
First Quarter Ended
|
||||||
|
|
Apr. 3,
|
|
Mar. 28,
|
||||
(Thousands)
|
|
2015
|
|
2014
|
||||
Foreign currency exchange/translation (gain) loss
|
|
$
|
(1,584
|
)
|
|
$
|
52
|
|
Amortization of intangible assets
|
|
1,256
|
|
|
1,322
|
|
||
Metal consignment fees
|
|
2,035
|
|
|
1,866
|
|
||
Net (gain) loss on disposal of fixed assets
|
|
74
|
|
|
(2,637
|
)
|
||
Recovery from insurance
|
|
(3,800
|
)
|
|
—
|
|
||
Other items
|
|
(139
|
)
|
|
(240
|
)
|
||
Total
|
|
$
|
(2,158
|
)
|
|
$
|
363
|
|
|
|
|
|
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
|
|
$
|
401
|
|
|
$
|
401
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
4,275
|
|
|
—
|
|
|
4,275
|
|
|
—
|
|
||||
Total
|
|
$
|
4,676
|
|
|
$
|
401
|
|
|
$
|
4,275
|
|
|
$
|
—
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Directors’ deferred compensation liability
|
|
$
|
401
|
|
|
$
|
401
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
20
|
|
|
—
|
|
|
20
|
|
|
—
|
|
||||
Total
|
|
$
|
421
|
|
|
$
|
401
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
|
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, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross
|
|
$
|
3,456
|
|
|
$
|
—
|
|
|
$
|
3,456
|
|
|
$
|
(109,080
|
)
|
|
$
|
(4,153
|
)
|
|
$
|
(109,777
|
)
|
Deferred tax expense (benefit)
|
|
(122
|
)
|
|
—
|
|
|
(122
|
)
|
|
(27,418
|
)
|
|
—
|
|
|
(27,540
|
)
|
||||||
Net
|
|
$
|
3,578
|
|
|
$
|
—
|
|
|
$
|
3,578
|
|
|
$
|
(81,662
|
)
|
|
$
|
(4,153
|
)
|
|
$
|
(82,237
|
)
|
First quarter 2015 activity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) before reclassifications
|
|
$
|
2,636
|
|
|
$
|
—
|
|
|
$
|
2,636
|
|
|
$
|
14
|
|
|
$
|
(1,570
|
)
|
|
$
|
1,080
|
|
Amounts reclassified from accumulated other comprehensive income
|
|
(1,837
|
)
|
|
—
|
|
|
(1,837
|
)
|
|
1,395
|
|
|
—
|
|
|
(442
|
)
|
||||||
Net current period other comprehensive income (loss) before tax
|
|
799
|
|
|
—
|
|
|
799
|
|
|
1,409
|
|
|
(1,570
|
)
|
|
638
|
|
||||||
Deferred taxes on current period activity
|
|
296
|
|
|
—
|
|
|
296
|
|
|
507
|
|
|
—
|
|
|
803
|
|
||||||
Net current period other comprehensive income (loss) after tax
|
|
$
|
503
|
|
|
$
|
—
|
|
|
$
|
503
|
|
|
$
|
902
|
|
|
$
|
(1,570
|
)
|
|
$
|
(165
|
)
|
Accumulated other comprehensive income, as of April 3, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross
|
|
$
|
4,255
|
|
|
$
|
—
|
|
|
$
|
4,255
|
|
|
$
|
(107,671
|
)
|
|
$
|
(5,723
|
)
|
|
$
|
(109,139
|
)
|
Deferred tax expense (benefit)
|
|
174
|
|
|
—
|
|
|
174
|
|
|
(26,911
|
)
|
|
—
|
|
|
(26,737
|
)
|
||||||
Net
|
|
$
|
4,081
|
|
|
$
|
—
|
|
|
$
|
4,081
|
|
|
$
|
(80,760
|
)
|
|
$
|
(5,723
|
)
|
|
$
|
(82,402
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated other comprehensive income, as of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross
|
|
$
|
(87
|
)
|
|
$
|
(19
|
)
|
|
$
|
(106
|
)
|
|
$
|
(77,301
|
)
|
|
$
|
287
|
|
|
$
|
(77,120
|
)
|
Deferred tax expense (benefit)
|
|
(1,433
|
)
|
|
(7
|
)
|
|
(1,440
|
)
|
|
(15,792
|
)
|
|
—
|
|
|
(17,232
|
)
|
||||||
Net
|
|
$
|
1,346
|
|
|
$
|
(12
|
)
|
|
$
|
1,334
|
|
|
$
|
(61,509
|
)
|
|
$
|
287
|
|
|
$
|
(59,888
|
)
|
First quarter 2014 activity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) before reclassifications
|
|
$
|
(92
|
)
|
|
$
|
—
|
|
|
$
|
(92
|
)
|
|
$
|
14,034
|
|
|
$
|
589
|
|
|
$
|
14,531
|
|
Amounts reclassified from accumulated other comprehensive income
|
|
83
|
|
|
19
|
|
|
102
|
|
|
1,209
|
|
|
—
|
|
|
1,311
|
|
||||||
Net current period other comprehensive income (loss) before tax
|
|
(9
|
)
|
|
19
|
|
|
10
|
|
|
15,243
|
|
|
589
|
|
|
15,842
|
|
||||||
Deferred taxes on current period activity
|
|
(4
|
)
|
|
7
|
|
|
3
|
|
|
5,860
|
|
|
—
|
|
|
5,863
|
|
||||||
Net current period other comprehensive income (loss) after tax
|
|
$
|
(5
|
)
|
|
$
|
12
|
|
|
$
|
7
|
|
|
$
|
9,383
|
|
|
$
|
589
|
|
|
$
|
9,979
|
|
Accumulated other comprehensive income, as of March 28, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross
|
|
$
|
(96
|
)
|
|
$
|
—
|
|
|
$
|
(96
|
)
|
|
$
|
(62,058
|
)
|
|
$
|
876
|
|
|
$
|
(61,278
|
)
|
Deferred tax expense (benefit)
|
|
(1,437
|
)
|
|
—
|
|
|
(1,437
|
)
|
|
(9,932
|
)
|
|
—
|
|
|
(11,369
|
)
|
||||||
Net
|
|
$
|
1,341
|
|
|
$
|
—
|
|
|
$
|
1,341
|
|
|
$
|
(52,126
|
)
|
|
$
|
876
|
|
|
$
|
(49,909
|
)
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Net sales in the first quarter of 2015 were $290.0 million, a 12% increase from net sales in the first quarter of 2014. Shipments to several end markets and applications improved in the first quarter of 2015 over the first quarter of 2014, including consumer electronics, industrial components, and medical.
|
•
|
Value-added sales increased 12% to $162.6 million in the first quarter of 2015 compared to $144.9 million in the first quarter of 2014. Value-added sales is a non-GAAP measure that removes the impact of pass-through metal costs and allows for analysis without the distortion of the movement or volatility in pass-through metal prices. Internally, we manage our business on this basis, and a reconciliation of sales to value-added sales is included herein.
|
•
|
Gross margin was $52.3 million in the first quarter of 2015 compared to $45.5 million in the first quarter of 2014. The increased gross margin represents an approximate 80 basis point margin expansion as a percentage of value-added sales associated with improved sales volume and better product mix.
|
•
|
Operating profit was $14.2 million in the first quarter of 2015 compared to $11.1 million in the first quarter of 2014. The increased operating profit was driven by the gross margin improvement and a $3.8 million settlement of an insurance claim related to our beryllium pebble facility, partially offset by an increase in selling, general, and administrative expense.
|
•
|
As a result of the aforementioned factors, overall diluted earnings per share increased to $0.47 for the three months ended April 3, 2015 as compared $0.35 for the three months ended March 28, 2014. This increase represents a 34% year-over-year improvement as compared to the corresponding period in 2014.
|
•
|
A total of 20,725 shares of common stock were repurchased in the first quarter of 2015 for $0.8 million in the aggregate. Since the approval of a $50.0 million common stock repurchase plan by our Board of Directors in January 2014, we have purchased 711,064 shares at a total cost of $23.1 million.
|
|
|
First Quarter Ended
|
|||||||||||||
|
|
Apr. 3,
|
|
Mar. 28,
|
|
$
|
|
%
|
|||||||
(Millions, except per share data)
|
|
2015
|
|
2014
|
|
Change
|
|
Change
|
|||||||
Net sales
|
|
$
|
290.0
|
|
|
$
|
258.9
|
|
|
$
|
31.1
|
|
|
12.0
|
%
|
Value-added sales
|
|
162.6
|
|
|
144.9
|
|
|
17.7
|
|
|
12.2
|
%
|
|||
Gross margin
|
|
52.3
|
|
|
45.5
|
|
|
6.8
|
|
|
14.9
|
%
|
|||
SG&A expense
|
|
36.9
|
|
|
31.2
|
|
|
5.7
|
|
|
18.3
|
%
|
|||
R&D expense
|
|
3.3
|
|
|
2.8
|
|
|
0.5
|
|
|
17.9
|
%
|
|||
Other—net
|
|
(2.1
|
)
|
|
0.4
|
|
|
(2.5
|
)
|
|
(625.0
|
)%
|
|||
Operating profit
|
|
14.2
|
|
|
11.1
|
|
|
3.1
|
|
|
27.9
|
%
|
|||
Interest expense—net
|
|
0.7
|
|
|
0.7
|
|
|
—
|
|
|
—
|
%
|
|||
Income before income taxes
|
|
13.5
|
|
|
10.4
|
|
|
3.1
|
|
|
29.8
|
%
|
|||
Income tax expense (benefit)
|
|
3.9
|
|
|
3.1
|
|
|
0.8
|
|
|
25.8
|
%
|
|||
Net income
|
|
$
|
9.6
|
|
|
$
|
7.3
|
|
|
$
|
2.3
|
|
|
31.5
|
%
|
Diluted earnings per share
|
|
$
|
0.47
|
|
|
$
|
0.35
|
|
|
$
|
0.12
|
|
|
34.3
|
%
|
|
|
First Quarter Ended
|
||||||
|
|
Apr. 3,
|
|
Mar. 28,
|
||||
(Millions)
|
|
2015
|
|
2014
|
||||
Net sales
|
|
|
|
|
||||
Performance Alloys and Composites
|
|
$
|
103.3
|
|
|
$
|
97.2
|
|
Advanced Materials
|
|
149.9
|
|
|
129.3
|
|
||
Other
|
|
36.8
|
|
|
32.4
|
|
||
Total
|
|
$
|
290.0
|
|
|
$
|
258.9
|
|
|
|
|
|
|
||||
Less: pass-through metal costs
|
|
|
|
|
||||
Performance Alloys and Composites
|
|
$
|
17.7
|
|
|
$
|
17.2
|
|
Advanced Materials
|
|
98.2
|
|
|
87.6
|
|
||
Other
|
|
11.5
|
|
|
9.2
|
|
||
Total
|
|
$
|
127.4
|
|
|
$
|
114.0
|
|
|
|
|
|
|
||||
Value-added sales
|
|
|
|
|
||||
Performance Alloys and Composites
|
|
$
|
85.6
|
|
|
$
|
80.0
|
|
Advanced Materials
|
|
51.7
|
|
|
41.7
|
|
||
Other
|
|
25.3
|
|
|
23.2
|
|
||
Total
|
|
$
|
162.6
|
|
|
$
|
144.9
|
|
|
|
First Quarter Ended
|
||||||
|
|
Apr. 3,
|
|
Mar. 28,
|
||||
(Millions)
|
|
2015
|
|
2014
|
||||
Net sales
|
|
$
|
103.3
|
|
|
$
|
97.2
|
|
Value-added sales
|
|
85.6
|
|
|
80.0
|
|
||
Operating profit
|
|
6.8
|
|
|
6.2
|
|
|
|
First Quarter Ended
|
||||||
|
|
Apr. 3,
|
|
Mar. 28,
|
||||
(Millions)
|
|
2015
|
|
2014
|
||||
Net sales
|
|
$
|
149.9
|
|
|
$
|
129.3
|
|
Value-added sales
|
|
51.7
|
|
|
41.7
|
|
||
Operating profit
|
|
8.9
|
|
|
5.1
|
|
(Millions)
|
|
First Quarter Ended
|
||||||
Apr. 3,
|
|
Mar. 28,
|
||||||
2015
|
|
2014
|
||||||
Net sales
|
|
$
|
36.8
|
|
|
$
|
32.4
|
|
Value-added sales
|
|
25.3
|
|
|
23.2
|
|
||
Operating profit (loss)
|
|
(1.5
|
)
|
|
(0.2
|
)
|
|
|
Three Months Ended
|
||||||||||
|
|
Apr. 3,
|
|
Mar. 28,
|
|
$
|
||||||
(Millions)
|
|
2015
|
|
2014
|
|
Change
|
||||||
Net cash used in operating activities
|
|
$
|
(4.1
|
)
|
|
$
|
(23.2
|
)
|
|
$
|
19.1
|
|
Net cash used in investing activities
|
|
(10.9
|
)
|
|
(3.2
|
)
|
|
(7.7
|
)
|
|||
Net cash provided from financing activities
|
|
24.5
|
|
|
22.8
|
|
|
1.7
|
|
|||
Effects of exchange rate changes
|
|
(0.7
|
)
|
|
0.1
|
|
|
(0.8
|
)
|
|||
Net change in cash and cash equivalents
|
|
$
|
8.8
|
|
|
$
|
(3.5
|
)
|
|
$
|
12.3
|
|
▪
|
Actual net sales, operating rates, and margins for 2015;
|
▪
|
Our ability to strengthen our internal control over financial reporting and disclosure controls and procedures;
|
▪
|
The global economy;
|
▪
|
The impact of any 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, medical, automotive electronics, energy, telecommunications infrastructure, defense, and commercial aerospace;
|
▪
|
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 beryllium pebble 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;
|
•
|
The success of the realignment of our businesses; and
|
•
|
The risk factors set forth in Item 1A of Form 10-K for the year ended December 31, 2014.
|
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)
|
||||||
January 1 through February 6, 2015
|
|
2,724
|
|
|
$
|
35.42
|
|
|
2,724
|
|
|
$
|
27,621,090
|
|
February 7 through March 6, 2015
|
|
3,976
|
|
|
36.56
|
|
|
3,976
|
|
|
27,475,727
|
|
||
March 7 through April 3, 2015
|
|
14,025
|
|
|
37.52
|
|
|
14,025
|
|
|
26,949,522
|
|
||
Total
|
|
20,725
|
|
|
$
|
37.06
|
|
|
20,725
|
|
|
$
|
26,949,522
|
|
|
|
|
(1)
|
On January 14, 2014, we announced that our Board of Directors had authorized the repurchase of up to $50,000,000 of our common stock. As of April 3, 2015, $26.9 million may still be purchased under the program.
|
Item 4.
|
Mine Safety Disclosures
|
Item 6.
|
Exhibits
|
|
|
|
|
|
4.1
|
|
Amendment No. 6 to the Third Amended and Restated Precious Metals Agreement dated April 10, 2015 among Materion Corporation and other borrowers and The Bank of Nova Scotia.
|
|
10.1
|
|
Materion Corporation Restoration & Deferred Compensation Plan, effective as of May 1, 2015 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed by the Company on March 10, 2015, (File No. 1-15885)), 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 April 3, 2015.
|
|
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: May 1, 2015
|
|
|
|
|
|
|
|
|
/
S
/ JOSEPH P. KELLEY
|
|
|
|
|
Joseph P. Kelley
|
|
|
|
|
Vice President, Finance and Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
4.1
|
|
Amendment No. 6 to the Third Amended and Restated Precious Metals Agreement dated April 10, 2015 among Materion Corporation and other borrowers and The Bank of Nova Scotia.
|
10.1
|
|
Materion Corporation Restoration & Deferred Compensation Plan, effective as of May 1, 2015 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed by the Company on March 10, 2015 (File No. 1-15885)), 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 April 3, 2015.
|
*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.
|
*
|
Submitted electronically herewith.
|
CUSTOMERS
:
|
|
MATERION CORPORATION
By: /s/ Michael C. Hasychak
Michael C. Hasychak
Vice President, Treasurer and Secretary
|
MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES INC.
By: /s/ Michael C. Hasychak
Michael C. Hasychak
Vice President, Treasurer and Secretary
|
MATERION TECHNICAL MATERIALS INC.
By: /s/ Michael C. Hasychak
Michael C. Hasychak
Vice President, Treasurer and Secretary
|
MATERION BRUSH INC.
By: /s/ Michael C. Hasychak
Michael C. Hasychak
Vice President, Treasurer and Secretary
|
MATERION TECHNOLOGIES INC.
By: /s/ Michael C. Hasychak
Michael C. Hasychak
Chief Financial Officer and Secretary
|
MATERION BREWSTER LLC
By: /s/ Michael C. Hasychak
Michael C. Hasychak
Treasurer
|
MATERION PRECISION OPTICS AND THIN FILM COATINGS CORPORATION
By: /s/ Gary W. Schiavoni
Gary W. Schiavoni
Secretary
|
MATERION LARGE AREA COATINGS LLC
By: /s/ Gary W. Schiavoni
Gary W. Schiavoni
Asst. Secretary and Asst. Treasurer
|
MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES CORP.
By: /s/ Gary W. Schiavoni
Gary W. Schiavoni
Asst. Secretary and Asst. Treasurer
|
MATERION ADVANCED MATERIALS TECHNOLOGIES AND SERVICES LLC
By: /s/ Donald G. Klimkowicz
Donald G. Klimkowicz
Manager
|
METAL LENDER
:
|
|
THE BANK OF NOVA SCOTIA
By: /s/ Bimaldas
Name: Bimaldas
Title: Managing Director
|
By: /s/ Karl Hernstein
Name: Karl Hernstein
Title: Directors
|
Approved Domestic Locations
|
|
Materion Advanced Materials Technologies and Services Inc. (f/k/a Williams Advanced Materials Inc.)
2978 Main Street
Buffalo, New York 14214
|
Materion Large Area Coatings LLC (f/k/a Techni-Met, LLC)
300 Lamberton Road
Windsor, Connecticut 06095
|
Materion Advanced Materials Technologies and Services Inc. (f/k/a Williams Advanced Materials Inc.)
2080 Lockport Road
Wheatfield, New York 14304
|
Materion Large Area Coatings LLC (f/k/a Techni-Met, LLC)
30 East Newberry Rd.
Bloomfield, Connecticut 06002
|
Materion Brewster LLC (f/k/a Williams Acquisition, LLC)
42 Mt. Ebo Road South
Brewster, New York 10509
|
Cerac, inc. (a Materion Advanced Materials Technologies and Services site)
404-407 N. 13
th
St. and
1316 W. St. Paul St.
Milwaukee, Wisconsin 53233
|
Materion Brush Inc. (f/ka/ Brush Wellman Inc.)
14710 W. Portage River South Rd.
Elmore, Ohio 43416-9502
|
Materion Advanced Materials Technologies and Services Inc. (f/k/a Williams Advanced Materials Inc.)
3500 Thomas Rd, Suite C
Santa Clara, California 95054
|
Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
6905 Washington Avenue NE
Albuquerque, New Mexico 87109
|
Materion Brush Inc. (f/ka/ Brush Wellman Inc.)
27555 College Park Drive
Warren, Michigan 48088
|
Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
5520 Midway Park Place NE
Albuquerque, New Mexico 87109
|
Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
5531 Midway Park Place NE
Albuquerque, New Mexico 87109
|
Materion Technical Materials Inc.
(f/k/a Technical Materials, Inc.)
5 Wellington Road
Lincoln, Rhode Island 02865
|
Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
5941 Midway Park Place NE
Albuquerque, New Mexico 87109
|
Approved Foreign Locations
|
|
Materion Advanced Materials Technologies and Services Far East Pte. Ltd. (f/k/a Williams Advanced Materials Far East PTE Ltd.)
110 Paya Lebar Road #02-01
Singapore Warehouse
Singapore 409009
|
Materion Czech S.R.O. (f/k/a OMC Scientific, Czech S.R.O)
Prumyslova ul.
440 01 Louny
Czech Republic
|
Materion Advanced Materials Technologies and Services Far East Pte. Ltd. (f/k/a Williams Advanced Materials Far East PTE Ltd.)
10 Arumugan Rd.
Lion Industrial Bldg.
Singapore Warehouse
Singapore 4099957
|
Seagate
1 Disc Drive
Springtown Industrial Estate
Londonderry, Northern Ireland
BT48 OBF United Kingdom
|
Materion Advanced Materials Technologies and Services Taiwan Co. Ltd. (f/k/a Williams Advanced Materials Technology Taiwan Co., Ltd.)
No. 19 Zhongxing 1
st
St.
Luzhu Shiang, Taoyuan County
Taiwan, ROC
|
Materion Advanced Materials Technologies and Services Suzhou Ltd. (f/k/a Williams Advanced Materials (Suzhou) Ltd.)
No. 28, Su Tong Road
Suzhou Industrial Park
China 215021
|
Materion Ireland Holdings Limited (f/k/a OMC Scientific Holdings Limited)
Ballysimon Road
Limerick, Ireland
|
Materion Advanced Materials Technologies and Services Inc. (f/k/a Williams Advanced Materials Inc.) - Philippines
Bldg. 8365 Argionaut Highway
Cubi Pt.
Subic Bay Freeport Zone
Philippines 2222
|
Materion Advanced Materials Technologies and Services Far East Pte. Ltd. (f/k/a Williams Advanced Materials Far East PTE Ltd.)
28 Woodlands Loop #10-00
Singapore 738308
|
|
Approved Refiners / Fabricators
|
|
Coining of America
280 Midland Avenue
Saddle Brook, New Jersey 07663
|
Johnson Matthey Limited
130 Glidden Road
Brampton, Ontario, Canada L6W 3M8
|
Sigmund Cohn Corp.
121 South Columbus Avenue
Mount Vernon, New York 10553
|
Johnson Matthey
Orchard Road
Royston, Hertfordshire, England SG8 5HE
|
Sofield Mfg.
2 Main Street
Ridgefield Park, New Jersey 07660
|
Johnson Matthey
2001 Nolte Drive
West Deptford, New Jersey 08066
|
NuTec Metal Joining Products
12999 Plaza Drive
Cleveland, Ohio 44193
|
Rohm & Haas Electric Materials LLC
272 Buffalo Avenue
Freeport, New York 11520
|
BASF Catalysts, LLC
554 Engelhard Drive
Seneca, South Carolina 29679
|
Sabin Metal Corp.
300 Pantigo Place
East Hampton, New York 11937
|
Heraeus Metal Processing, Inc.
13429 Alondra Blvd.
Santa Fe Springs, California 90670
|
Seagate Technology
7801 Computer Ave.
Bloomington, MN 55435
|
Marian, Inc.
1011 East Saint Clair Street
Indianapolis, Indiana 46202
|
Marian, Inc.
2787 South Freeman Road
Monticello, Indiana 47960
|
Mastermelt America LLC
319 Industrial Park Road
Sweetwater, Tennessee 37847
(With a value (determined in accordance with Section 2.2 of the Agreement) not in excess of $2,000,000.)
|
Ohio Precious Metals LLC
16064 Beaver Pike
Jackson, OH 45640
|
United Precious Metal Refining, Inc.
2781 Townline Road
Alden, NY 14004
|
|
Approved Subconsignees and Approved Subconsignee Locations
|
|
Honeywell
830 Arapaho Road
Richardson, Texas 75081
|
International Rectifier
a Hexfet America Facility
41915 Business Park Drive
Temecula, California 92590
|
Triquint Semiconductor
500 W. Renner Road
Richardson, Texas 75083-3938
|
International Rectifier
Cardiff Road
Newport
South Wales, England NP10 8YJ
|
Triquint Semiconductor
2300 N.E. Brookwood Pkwy.
Hillsboro, Oregon 97124
|
Hewlett Packard
1055 NE Circle Blvd.
Chemical Storage Building
Corvallis, OR 97330
|
Triquint Semiconductor
1818 Highway 441, S
Apopka, Florida 32703
|
PPG Industries
400 Park Drive, Works #6
Carlisle, Pennsylvania 17013
|
PPG Industries
7400 Central Freeway
Wichita Falls, Texas 76306
|
PPG Industries
4004 Fairview Industrial Drive SE, Works #12
Salem, Oregon 97302
|
Cree, Inc.
4600 Silicon Drive
Durham, North Carolina 27703
|
|
Approved Storage Facility Locations
|
|
Materion Advanced Materials Technologies and Services Inc. (f/k/a Williams Advanced Materials Inc.)
2978 Main Street
Buffalo, New York 14214
|
Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
5531 Midway Park Place NE
Albuquerque, New Mexico 87109
|
Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
6905 Washington Avenue NE
Albuquerque, New Mexico 87109
|
Materion Advanced Materials Technologies and Services Corp. (f/k/a Academy Corporation)
5941 Midway Park Place NE
Albuquerque, New Mexico 87109
|
|
|
First Quarter Ended
|
||||||
|
|
Apr. 3,
|
|
Mar. 28,
|
||||
(Thousands, except per share amounts)
|
|
2015
|
|
2014
|
||||
Basic:
|
|
|
|
|
||||
Average shares outstanding
|
|
20,144
|
|
|
20,604
|
|
||
Net Income
|
|
$
|
9,629
|
|
|
$
|
7,331
|
|
Per share amount
|
|
$
|
0.48
|
|
|
$
|
0.36
|
|
|
|
|
|
|
||||
Diluted:
|
|
|
|
|
||||
Average shares outstanding
|
|
20,144
|
|
|
20,604
|
|
||
Dilutive stock securities based on the treasury stock method using average market price
|
|
303
|
|
|
358
|
|
||
Totals
|
|
20,447
|
|
|
20,962
|
|
||
Net Income
|
|
$
|
9,629
|
|
|
$
|
7,331
|
|
Per share amount
|
|
$
|
0.47
|
|
|
$
|
0.35
|
|
1)
|
I have reviewed this quarterly report on Form 10-Q of Materion Corporation (the “registrant”);
|
2)
|
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;
|
3)
|
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;
|
4)
|
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:
|
|
a)
|
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;
|
|
b)
|
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;
|
|
c)
|
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
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
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
|
|
b)
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Richard J. Hipple
|
||
Dated: May 1, 2015
|
|
|
|
Richard J. Hipple
|
||
|
|
|
|
Chairman, President and Chief Executive Officer
|
1)
|
I have reviewed this quarterly report on Form 10-Q of Materion Corporation (the “registrant”);
|
2)
|
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;
|
3)
|
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;
|
4)
|
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:
|
|
a)
|
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;
|
|
b)
|
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;
|
|
c)
|
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
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
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
|
|
b)
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Joseph P. Kelley
|
||
Dated: May 1, 2015
|
|
|
|
Joseph P. Kelley
|
||
|
|
|
|
Vice President, Finance and Chief Financial Officer
|
1.
|
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
|
2.
|
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.
|
/s/ Richard J. Hipple
|
Richard J. Hipple
|
Chairman, President and Chief Executive Officer
|
/s/ Joseph P. Kelley
|
Joseph P. Kelley
|
Vice President, Finance and Chief Financial Officer
|
(A)
|
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
|
3
|
(B)
|
Total number of orders issued under Section 104(b) of the Mine Act
|
0
|
(C)
|
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
|
0
|
(D)
|
Total number of alleged flagrant violations under Section 110(b)(2) of the Mine Act
|
0
|
(E)
|
Total number of imminent danger orders issued under Section 107(a) of the Mine Act
|
0
|
(F)
|
Total dollar value of proposed assessments from MSHA under the Mine Act
|
$0
|
(G)
|
Total number of mining-related fatalities
|
0
|
(H)
|
Received notice from MSHA of a pattern of violations under Section 104(e) of the Mine Act
|
No
|
(I)
|
Received notice from MSHA of the potential to have a pattern of violations under Section 104(e) of the Mine Act
|
No
|
(J)
|
Total number of Legal Actions pending as of the last day of the Reporting Period
|
0
|
(K)
|
Total number of Legal Actions instituted during the Reporting Period
|
0
|
(L)
|
Total number of Legal Actions resolved during the Reporting Period
|
0
|