|
ANNUAL 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.)
|
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
Common Stock, no par value
|
MTRN
|
New York Stock Exchange
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
|
|
|
|
|
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
|
|
|
Item 15.
|
||
Item 16.
|
||
|
▪
|
Actual net sales, operating rates, and margins for 2020;
|
▪
|
The global economy, including the impact of tariffs and trade agreements;
|
▪
|
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: semiconductor, industrial, aerospace and defense, automotive, energy, consumer electronics, and telecom and data center;
|
▪
|
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 identifying acquisition candidates and in acquiring and integrating such businesses;
|
▪
|
The impact of the results of acquisitions on our ability to fully achieve the strategic and financial objectives related to these acquisitions;
|
▪
|
Our success in implementing our strategic plans and the timely and successful completion and start-up of any capital projects;
|
▪
|
Other financial and economic factors, including the cost and availability of raw materials (both base and precious metals), physical inventory valuations, metal financing fees, tax rates, exchange rates, interest rates, pension costs and required cash contributions and other employee benefit costs, energy costs, regulatory compliance costs, the cost and availability of insurance, credit availability, 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 elsewhere in Item 1A of this Form 10-K.
|
Item 1.
|
BUSINESS
|
•
|
Advanced Alloys manufactures and globally provides to our customers three upstream (primary) product lines: alloyed metals, high-performance beryllium products, and beryllium hydroxide. Alloyed metals are made with copper and/or nickel (with or without beryllium) in ingot, shot, billet, plate, rod, bar, tube forms, and customized shapes. Depending on the application, the materials may provide one or a combination of superior strength, specific strength, wear and corrosion resistance, thermal and electrical conductivity, tribological benefits, and machinability. Applications for alloyed metals products include oil & gas drilling and production components, bearings, bushings, welding electrodes, plastic injection or metal die casting mold tooling, and electrical or electronic connectors. Major end markets for alloyed metals include industrial, automotive, aerospace and defense, energy, and telecom and data center. Alloyed metals compete with companies around the world that produce alloys with similar properties. Key competitors include NGK Insulators, IBC Advanced Alloys Corp., Ningxia Orient Tantalum Industry Co., Ltd., Ulba Metallurgical, Le Bronze Alloys, Minotti Metals, SA, KME AG & Co. KG, Aurubis AG, MKM Mansfelder Kupfer und Messing GmbH, AMPCO Metal, and Chuetsu Metal Works Ltd. High performance beryllium products are primarily beryllium metal products, which may also be alloys or other mixtures with aluminum and may be beryllium oxide. The materials are manufactured in billet, ingot, plate, sheet, powder, and customized shape forms. These materials are used in applications that require high stiffness and/or low density or high thermal conductivity and/or high electrical resistance, which are provided from the unique combination of material properties, or in applications requiring specific interactions with sub-atomic, high-energy particles, or in applications requiring strong affinity for oxygen such as in the manufacture of primary aluminum and magnesium. Direct competitors include American Beryllia Inc., CBL Ceramics Limited, CoorsTek, Inc., Ulba Metallurgical, and Ningxia Orient Tantalum Industry Co., Ltd. Beryllium hydroxide is produced at our milling operations in Utah from our bertrandite ore mine and purchased beryl ore. The hydroxide is used primarily as a raw material input for beryllium-containing alloys and, to a lesser extent, beryllium products. A key competitor is Ulba Metallurgical.
|
•
|
Specialty Materials produces and provides our customers various thicknesses of precision strip products as well as various diameters of rod and wire products. The strip, rod, and wire products are beryllium and non-beryllium containing alloys that are made primarily with copper and nickel to provide unique combinations of high conductivity, high reliability, and high formability for use as connectors, contacts, springs, switches, relays, shielding, and bearings. In addition, Specialty Materials also produces and provides unique engineered strip metal products, which incorporate clad inlay and overlay metals, including precious and base metal electroplated systems, electron beam welded systems, contour profiled systems, and solder-coated metal systems. These engineered strip metal products provide a variety of thermal, electrical, or mechanical properties from a surface area or particular section of the material. Our precision cladding and plating capabilities allow for precious metal or other base metals to be applied in continuous strip form, only where it is needed, reducing the material cost to our customers as well as providing design flexibility and performance. Major end markets
|
•
|
Performance Solutions provides engineered end-product technologies to our customers, including near-net shape and finished machined beryllium containing and non-beryllium containing products. These products and materials are used in applications that require high stiffness and/or low density due to their unique combination of properties. Performance Solutions provides beryllium metal and beryllium alloy components mainly to the aerospace and defense and energy end markets. Beryllium foil products are provided for radiographic and acoustic applications, beryllium oxide ceramics are provided for a wide range of heat sink and high temperature industrial applications, and our copper beryllium products meet the demanding strength and corrosion resistance specifications required for sub-sea telecommunication equipment. In addition, our engineering teams have developed several innovative non-beryllium materials to meet demanding wear resistance or strength-to-weight applications used in a variety of industries. Our ToughMetTM alloys provide extended life for industrial bushings and bearings and tremendous wear resistance in oil and gas rig components. Our SupremEXTM products offer the industry’s highest quality aluminum silicon carbide metal matrix composite formulation, well suited for a wide range of applications from high performance engine components and aerospace structural components to high-stiffness consumer electronic components. Direct competitors include IBC Advanced Alloys, NGK Metals, CBL Ceramics Limited, and CoorsTek, Inc.
|
•
|
burdens to comply with multiple and potentially conflicting foreign laws and regulations, including export requirements, tariffs and other barriers, environmental health and safety requirements, increasingly complex requirements concerning privacy and data security, including the European Union's General Data Protection Regulation, and unexpected changes in any of these factors;
|
•
|
disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the Foreign Corrupt Practices Act (FCPA);
|
•
|
disruptions in our business or the businesses of our suppliers or customers due to cyber security incidents, public health concerns (including viral outbreaks, such as the coronavirus) or natural disasters.
|
Item 1B.
|
UNRESOLVED STAFF COMMENTS
|
Item 2.
|
PROPERTIES
|
Location
|
Owned or Leased
|
Approximate
Number of
Square Feet
|
|
Corporate and Administrative Offices
|
|
|
|
Mayfield Heights, Ohio (1)(2)
|
Leased
|
79,130
|
|
Manufacturing Facilities
|
|
|
|
Albuquerque, New Mexico (2)
|
Owned/Leased
|
13,000/63,223
|
|
Alzenau, Germany (2)
|
Leased
|
136,433
|
|
Bloomfield, Connecticut (3)
|
Leased
|
44,800
|
|
Brewster, New York (2)
|
Leased
|
75,000
|
|
Buffalo, New York (2)
|
Owned
|
97,000
|
|
Delta, Utah (1)
|
Owned
|
100,836
|
|
Elmore, Ohio (1)
|
Owned/Leased
|
681,000/191,000
|
|
Farnborough, England (1)
|
Leased
|
10,000
|
|
Fremont, California (1)
|
Leased
|
40,000
|
|
Limerick, Ireland (2)
|
Leased
|
23,000
|
|
Lincoln, Rhode Island (1)
|
Owned/Leased
|
130,000/26,451
|
|
Lorain, Ohio (1)
|
Owned
|
55,000
|
|
Milwaukee, Wisconsin (2)
|
Owned
|
98,750
|
|
Reading, Pennsylvania (1)
|
Owned
|
128,863
|
|
Santa Clara, California (2)
|
Leased
|
5,800
|
|
Shanghai, China (3)
|
Leased
|
101,400
|
|
Singapore (1)(2)
|
Leased
|
24,500
|
|
Subic Bay, Philippines (2)
|
Leased
|
5,000
|
|
Suzhou, China (2)
|
Leased
|
21,743
|
|
Taoyuan City, Taiwan (2)
|
Leased
|
32,523
|
|
Tucson, Arizona (1)
|
Owned
|
53,000
|
|
Tyngsboro, Massachusetts (3)
|
Leased
|
38,000
|
|
Westford, Massachusetts (3)
|
Leased
|
53,000
|
|
Wheatfield, New York (2)
|
Owned
|
35,000
|
|
Windsor, Connecticut (3)
|
Leased
|
34,700
|
|
Service, Sales, and Distribution Centers
|
|
|
|
Elmhurst, Illinois (1)
|
Leased
|
28,500
|
|
Maastricht, The Netherlands (2)
|
Leased
|
450
|
|
Seoul, Korea (2)
|
Leased
|
13,654
|
|
Stuttgart, Germany (1)
|
Leased
|
24,800
|
|
Tokyo, Japan (1)
|
Leased
|
7,200
|
|
Warren, Michigan (1)
|
Leased
|
34,500
|
|
(1)
|
PAC
|
(2)
|
Advanced Materials
|
(3)
|
Precision Coatings
|
Item 3.
|
LEGAL PROCEEDINGS
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Item 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
|
|
Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs (2)
|
||||||
September 28 through November 1, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
15,081,991
|
|
November 2 through November 29, 2019
|
|
230
|
|
|
59.50
|
|
|
—
|
|
|
15,081,991
|
|
||
November 30 through December 31, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,081,991
|
|
||
Total
|
|
230
|
|
|
$
|
59.50
|
|
|
—
|
|
|
$
|
15,081,991
|
|
(1)
|
Represents shares surrendered to the Company by employees to satisfy tax withholding obligations on stock appreciation rights issued under the Company's stock incentive plan.
|
|
(2)
|
On January 14, 2014, we announced that our Board of Directors authorized the repurchase of up to $50.0 million of our common stock; this Board authorization does not have an expiration date. During the three months ended December 31, 2019, we did not repurchase any shares under this program.
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||
Materion Corporation
|
|
$
|
120
|
|
|
$
|
172
|
|
|
$
|
214
|
|
|
$
|
199
|
|
|
$
|
265
|
|
Russell 2000
|
|
162
|
|
|
196
|
|
|
225
|
|
|
200
|
|
|
251
|
|
|||||
S&P SmallCap 600
|
|
170
|
|
|
215
|
|
|
244
|
|
|
223
|
|
|
273
|
|
|||||
S&P SmallCap 600 - Materials
|
|
127
|
|
|
196
|
|
|
216
|
|
|
168
|
|
|
202
|
|
Item 6.
|
SELECTED FINANCIAL DATA
|
(Thousands except per share data)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
For the year
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
1,185,424
|
|
|
$
|
1,207,815
|
|
|
$
|
1,139,447
|
|
|
$
|
969,236
|
|
|
$
|
1,025,272
|
|
Income before income taxes(1)
|
|
61,990
|
|
|
16,342
|
|
|
36,396
|
|
|
25,315
|
|
|
42,818
|
|
|||||
Income tax expense (benefit)(2)
|
|
11,330
|
|
|
(4,504
|
)
|
|
24,945
|
|
|
(425
|
)
|
|
10,660
|
|
|||||
Net income
|
|
50,660
|
|
|
20,846
|
|
|
11,451
|
|
|
25,740
|
|
|
32,158
|
|
|||||
Earnings per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
2.49
|
|
|
1.03
|
|
|
0.57
|
|
|
1.29
|
|
|
1.60
|
|
|||||
Diluted
|
|
2.45
|
|
|
1.01
|
|
|
0.56
|
|
|
1.27
|
|
|
1.58
|
|
|||||
Dividends per share of common stock
|
|
0.435
|
|
|
0.415
|
|
|
0.395
|
|
|
0.375
|
|
|
0.355
|
|
|||||
Depreciation, depletion, and amortization
|
|
41,116
|
|
|
35,524
|
|
|
42,751
|
|
|
45,651
|
|
|
37,817
|
|
|||||
Capital expenditures
|
|
24,251
|
|
|
27,702
|
|
|
27,516
|
|
|
27,177
|
|
|
29,505
|
|
|||||
Mine development expenditures
|
|
2,277
|
|
|
6,558
|
|
|
1,560
|
|
|
9,861
|
|
|
22,585
|
|
|||||
Year-end position
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net current assets
|
|
$
|
369,547
|
|
|
$
|
299,573
|
|
|
$
|
283,834
|
|
|
$
|
254,907
|
|
|
$
|
249,616
|
|
Ratio of current assets to current liabilities
|
|
4.0 to 1
|
|
|
3.1 to 1
|
|
|
3.2 to 1
|
|
|
3.8 to 1
|
|
|
3.6 to 1
|
|
|||||
Property, plant, and equipment:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
At cost
|
|
916,965
|
|
|
898,251
|
|
|
891,789
|
|
|
861,267
|
|
|
833,834
|
|
|||||
Cost less depreciation, depletion, and amortization
|
|
232,276
|
|
|
251,018
|
|
|
255,578
|
|
|
252,631
|
|
|
263,629
|
|
|||||
Total assets
|
|
852,670
|
|
|
800,341
|
|
|
791,084
|
|
|
741,298
|
|
|
742,293
|
|
|||||
Long-term liabilities(3)
|
|
112,432
|
|
|
101,401
|
|
|
161,097
|
|
|
150,853
|
|
|
157,182
|
|
|||||
Long-term debt
|
|
1,260
|
|
|
2,066
|
|
|
2,827
|
|
|
3,605
|
|
|
4,276
|
|
|||||
Shareholders’ equity
|
|
610,677
|
|
|
553,906
|
|
|
494,981
|
|
|
494,089
|
|
|
482,957
|
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
(Thousands except per share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
$
|
1,185,424
|
|
|
$
|
1,207,815
|
|
|
$
|
1,139,447
|
|
Value-added sales
|
|
733,689
|
|
|
738,958
|
|
|
677,697
|
|
|||
Gross margin
|
|
259,144
|
|
|
251,105
|
|
|
212,829
|
|
|||
Gross margin as a % of Value-added sales
|
|
35
|
%
|
|
34
|
%
|
|
31
|
%
|
|||
Selling, general, and administrative (SG&A) expense
|
|
147,164
|
|
|
153,489
|
|
|
144,280
|
|
|||
SG&A expense as a % of Value-added sales
|
|
20
|
%
|
|
21
|
%
|
|
21
|
%
|
|||
Research and development (R&D) expense
|
|
18,271
|
|
|
15,187
|
|
|
13,981
|
|
|||
R&D expense as a % of Value-added sales
|
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|||
Goodwill impairment charges
|
|
11,560
|
|
|
—
|
|
|
—
|
|
|||
Asset impairment charges
|
|
2,581
|
|
|
—
|
|
|
—
|
|
|||
Restructuring expense
|
|
785
|
|
|
5,599
|
|
|
644
|
|
|||
Other — net
|
|
11,783
|
|
|
15,334
|
|
|
13,893
|
|
|||
Operating profit
|
|
67,000
|
|
|
61,496
|
|
|
40,031
|
|
|||
Other non-operating expense — net
|
|
3,431
|
|
|
42,683
|
|
|
1,452
|
|
|||
Interest expense — net
|
|
1,579
|
|
|
2,471
|
|
|
2,183
|
|
|||
Income before income taxes
|
|
61,990
|
|
|
16,342
|
|
|
36,396
|
|
|||
Income tax expense (benefit)
|
|
11,330
|
|
|
(4,504
|
)
|
|
24,945
|
|
|||
Net income
|
|
50,660
|
|
|
20,846
|
|
|
11,451
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted earnings per share
|
|
2.45
|
|
|
1.01
|
|
|
0.56
|
|
(Thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
$
|
500,201
|
|
|
$
|
500,590
|
|
|
$
|
429,442
|
|
Value-added sales
|
|
428,084
|
|
|
425,471
|
|
|
363,465
|
|
|||
Operating profit
|
|
70,652
|
|
|
58,832
|
|
|
21,978
|
|
(Thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
$
|
573,763
|
|
|
$
|
586,643
|
|
|
$
|
590,789
|
|
Value-added sales
|
|
224,254
|
|
|
223,714
|
|
|
228,062
|
|
|||
Operating profit
|
|
24,740
|
|
|
17,651
|
|
|
32,763
|
|
(Thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
$
|
111,460
|
|
|
$
|
120,582
|
|
|
$
|
119,216
|
|
Value-added sales
|
|
87,310
|
|
|
94,231
|
|
|
90,678
|
|
|||
Operating (loss) profit
|
|
(3,550
|
)
|
|
11,468
|
|
|
8,445
|
|
(Thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Value-added sales
|
|
(5,959
|
)
|
|
(4,458
|
)
|
|
(4,508
|
)
|
|||
Operating loss
|
|
(24,842
|
)
|
|
(26,455
|
)
|
|
(23,155
|
)
|
(Thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
Performance Alloys and Composites
|
|
$
|
500,201
|
|
|
$
|
500,590
|
|
|
$
|
429,442
|
|
Advanced Materials
|
|
573,763
|
|
|
586,643
|
|
|
590,789
|
|
|||
Precision Coatings
|
|
111,460
|
|
|
120,582
|
|
|
119,216
|
|
|||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
1,185,424
|
|
|
$
|
1,207,815
|
|
|
$
|
1,139,447
|
|
|
|
|
|
|
|
|
||||||
Less: pass-through metal costs
|
|
|
|
|
|
|
||||||
Performance Alloys and Composites
|
|
$
|
72,117
|
|
|
$
|
75,119
|
|
|
$
|
65,977
|
|
Advanced Materials
|
|
349,509
|
|
|
362,929
|
|
|
362,727
|
|
|||
Precision Coatings
|
|
24,150
|
|
|
26,351
|
|
|
28,538
|
|
|||
Other
|
|
5,959
|
|
|
4,458
|
|
|
4,508
|
|
|||
Total
|
|
$
|
451,735
|
|
|
$
|
468,857
|
|
|
$
|
461,750
|
|
|
|
|
|
|
|
|
||||||
Value-added sales
|
|
|
|
|
|
|
||||||
Performance Alloys and Composites
|
|
$
|
428,084
|
|
|
$
|
425,471
|
|
|
$
|
363,465
|
|
Advanced Materials
|
|
224,254
|
|
|
223,714
|
|
|
228,062
|
|
|||
Precision Coatings
|
|
87,310
|
|
|
94,231
|
|
|
90,678
|
|
|||
Other
|
|
(5,959
|
)
|
|
(4,458
|
)
|
|
(4,508
|
)
|
|||
Total
|
|
$
|
733,689
|
|
|
$
|
738,958
|
|
|
$
|
677,697
|
|
(Thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash provided by operating activities
|
|
$
|
99,222
|
|
|
$
|
76,374
|
|
|
$
|
67,795
|
|
Net cash (used in) investing activities
|
|
(26,484
|
)
|
|
(33,828
|
)
|
|
(43,358
|
)
|
|||
Net cash (used in) financing activities
|
|
(18,054
|
)
|
|
(13,605
|
)
|
|
(15,445
|
)
|
|||
Effects of exchange rate changes
|
|
(322
|
)
|
|
(140
|
)
|
|
1,388
|
|
|||
Net change in cash and cash equivalents
|
|
$
|
54,362
|
|
|
$
|
28,801
|
|
|
$
|
10,380
|
|
|
|
December 31,
|
||||||
(Thousands)
|
|
2019
|
|
2018
|
||||
Cash
|
|
$
|
125,007
|
|
|
$
|
70,645
|
|
Total outstanding debt
|
|
2,218
|
|
|
3,041
|
|
||
Net cash
|
|
122,789
|
|
|
67,604
|
|
||
Available borrowing capacity
|
|
$
|
340,906
|
|
|
$
|
275,488
|
|
(Millions)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
There-
after
|
|
Total
|
||||||||||||||
Total debt (1)
|
|
$
|
0.9
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.2
|
|
Finance lease payments (2)
|
|
2.2
|
|
|
2.2
|
|
|
2.2
|
|
|
1.5
|
|
|
1.2
|
|
|
20.9
|
|
|
30.2
|
|
|||||||
Interest payments on total debt (3)
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||||
Non-cancelable lease payments (4)
|
|
7.8
|
|
|
6.7
|
|
|
4.8
|
|
|
3.8
|
|
|
1.9
|
|
|
3.3
|
|
|
28.3
|
|
|||||||
Pension plan contributions (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other long-term liabilities (6)
|
|
1.0
|
|
|
2.7
|
|
|
0.4
|
|
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
|
5.9
|
|
|||||||
Purchase obligations
|
|
5.7
|
|
|
0.6
|
|
|
0.3
|
|
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
7.6
|
|
|||||||
Total
|
|
$
|
17.7
|
|
|
$
|
13.5
|
|
|
$
|
7.7
|
|
|
$
|
6.4
|
|
|
$
|
4.2
|
|
|
$
|
24.8
|
|
|
$
|
74.3
|
|
(5)
|
Our domestic defined benefit pension plan is overfunded as of December 31, 2019. Contributions in future periods, if any, will be dependent upon regulatory requirements, the plan funded ratio, plan investment performance, discount rates, actuarial assumptions, plan amendments, our contribution objectives, and other factors. We anticipate funding those contributions with cash on hand, cash generated from operations, or borrowings under our existing lines of credit. It is not practical to estimate the required contributions beyond 2020 at the present time.
|
(6)
|
Other long-term liabilities include environmental remediation costs. We have an active environmental compliance program. We estimate the probable cost of identified environmental remediation projects and establish reserves accordingly. The environmental remediation reserve balance was $5.9 million at December 31, 2019 and $6.5 million at December 31, 2018.
|
|
|
Proven
|
|
Probable
|
|
Total
|
|||
As of December 31, 2019
|
|
|
|
|
|
|
|||
Tonnage (in thousands)
|
|
7,851
|
|
|
962
|
|
|
8,813
|
|
Grade (% beryllium)
|
|
0.246
|
%
|
|
0.258
|
%
|
|
0.248
|
%
|
Beryllium pounds (in millions)
|
|
38.67
|
|
|
4.97
|
|
|
43.64
|
|
|
|
|
|
|
|
|
|||
As of December 31, 2018
|
|
|
|
|
|
|
|||
Tonnage (in thousands)
|
|
8,047
|
|
|
945
|
|
|
8,992
|
|
Grade (% beryllium)
|
|
0.248
|
%
|
|
0.257
|
%
|
|
0.249
|
%
|
Beryllium pounds (in millions)
|
|
39.96
|
|
|
4.85
|
|
|
44.81
|
|
(Thousands of Pounds of Beryllium)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||
Domestic ore
|
|
358
|
|
|
368
|
|
|
326
|
|
|
339
|
|
|
439
|
|
Purchased ore
|
|
3
|
|
|
—
|
|
|
12
|
|
|
23
|
|
|
26
|
|
Unyielded total
|
|
361
|
|
|
368
|
|
|
338
|
|
|
362
|
|
|
465
|
|
Annual yield
|
|
90
|
%
|
|
88
|
%
|
|
88
|
%
|
|
88
|
%
|
|
89
|
%
|
Beryllium produced
|
|
324
|
|
|
324
|
|
|
296
|
|
|
318
|
|
|
412
|
|
% of mill capacity
|
|
50
|
%
|
|
50
|
%
|
|
47
|
%
|
|
42
|
%
|
|
55
|
%
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
Financial Statements
|
Page
|
Management’s Report on Internal Control over Financial Reporting
|
|
Reports of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Income for the Years Ended December 31, 2019, 2018, and 2017
|
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2019, 2018, and 2017
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018, and 2017
|
|
Consolidated Balance Sheets as of December 31, 2019 and 2018
|
|
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2019, 2018, and 2017
|
|
Notes to Consolidated Financial Statements
|
|
Schedule II - Valuation and Qualifying Accounts
|
|
Quantitative Impairment Assessment of Large Area Coatings Goodwill
|
Description of the matter
|
As discussed in Note L to the consolidated financial statements, during third quarter of 2019, the Large Area Coatings (LAC) reporting unit began to experience a decline in sales volume from a significant customer and initiated a restructuring plan. The Company considered these factors to be impairment indicators and as a result the Company performed a quantitative goodwill impairment analysis utilizing a discounted cash flow analysis to determine the fair value of the reporting unit. As a result, the Company recognized a $11.6 million impairment charge, which is the amount by which the carrying value exceeded the estimated fair value of the reporting unit.
Auditing the interim quantitative impairment assessment of the LAC reporting unit is complex as the income approach requires the Company to make assumptions and estimates regarding future market conditions, growth rates, capital expenditures, and working capital changes. The fair value of the reporting unit is based on a number of subjective factors including; consideration of valuation approaches, consideration of the Company’s business outlook, and assumptions regarding the weighted average cost of capital (discount rate), annual growth rates, terminal growth rate and estimated future cash flows.
|
How we addressed the matter in our audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s quantitative goodwill impairment process to determine the fair value of the LAC reporting unit and measure the goodwill impairment. This included controls over management's review of the significant assumptions underlying the fair value determination.
To test the estimated fair value of the LAC reporting unit, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to current industry and economic trends. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions. We involved our specialist to assist in the evaluation of the forecast assumptions (e.g. annual growth rates, weighted average cost of capital (WACC), and terminal growth rate) used in the assessment.
|
(Thousands except per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
$
|
1,185,424
|
|
|
$
|
1,207,815
|
|
|
$
|
1,139,447
|
|
Cost of sales
|
926,280
|
|
|
956,710
|
|
|
926,618
|
|
|||
Gross margin
|
259,144
|
|
|
251,105
|
|
|
212,829
|
|
|||
Selling, general, and administrative expense
|
147,164
|
|
|
153,489
|
|
|
144,280
|
|
|||
Research and development expense
|
18,271
|
|
|
15,187
|
|
|
13,981
|
|
|||
Goodwill impairment charges (Note L)
|
11,560
|
|
|
—
|
|
|
—
|
|
|||
Asset impairment charges (Note L)
|
2,581
|
|
|
—
|
|
|
—
|
|
|||
Restructuring expense (Note D)
|
785
|
|
|
5,599
|
|
|
644
|
|
|||
Other — net (Note E)
|
11,783
|
|
|
15,334
|
|
|
13,893
|
|
|||
Operating profit
|
67,000
|
|
|
61,496
|
|
|
40,031
|
|
|||
Other non-operating expense — net (Note N)
|
3,431
|
|
|
42,683
|
|
|
1,452
|
|
|||
Interest expense — net (Note F)
|
1,579
|
|
|
2,471
|
|
|
2,183
|
|
|||
Income before income taxes
|
61,990
|
|
|
16,342
|
|
|
36,396
|
|
|||
Income tax expense (benefit) (Note G)
|
11,330
|
|
|
(4,504
|
)
|
|
24,945
|
|
|||
Net income
|
$
|
50,660
|
|
|
$
|
20,846
|
|
|
$
|
11,451
|
|
Basic earnings per share:
|
|
|
|
|
|
||||||
Net income per share of common stock
|
$
|
2.49
|
|
|
$
|
1.03
|
|
|
$
|
0.57
|
|
Diluted earnings per share:
|
|
|
|
|
|
||||||
Net income per share of common stock
|
$
|
2.45
|
|
|
$
|
1.01
|
|
|
$
|
0.56
|
|
|
|
|
|
|
|
||||||
Weighted-average number of shares of common stock outstanding:
|
|
|
|
|
|
||||||
Basic
|
20,365
|
|
|
20,212
|
|
|
20,027
|
|
|||
Diluted
|
20,655
|
|
|
20,613
|
|
|
20,415
|
|
(Thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
50,660
|
|
|
$
|
20,846
|
|
|
$
|
11,451
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(421
|
)
|
|
(484
|
)
|
|
1,552
|
|
|||
Derivative and hedging activity, net of tax benefit (expense) of $5, $672, and ($271)
|
(4
|
)
|
|
138
|
|
|
(1,074
|
)
|
|||
Pension and post-employment benefit adjustment, net of tax (expense) of ($4,741), ($13,300), and ($13,820)
|
13,197
|
|
|
45,049
|
|
|
(17,234
|
)
|
|||
Other comprehensive income (loss)
|
12,772
|
|
|
44,703
|
|
|
(16,756
|
)
|
|||
Comprehensive income (loss)
|
$
|
63,432
|
|
|
$
|
65,549
|
|
|
$
|
(5,305
|
)
|
(Thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
50,660
|
|
|
$
|
20,846
|
|
|
$
|
11,451
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion, and amortization
|
41,116
|
|
|
35,524
|
|
|
42,751
|
|
|||
Amortization of deferred financing costs in interest expense
|
962
|
|
|
1,009
|
|
|
919
|
|
|||
Stock-based compensation expense (non-cash)
|
7,170
|
|
|
5,313
|
|
|
4,957
|
|
|||
Amortization of pension and post-retirement costs
|
386
|
|
|
5,551
|
|
|
4,865
|
|
|||
Loss on sale of property, plant, and equipment
|
344
|
|
|
518
|
|
|
234
|
|
|||
Deferred income tax expense (benefit)
|
2,584
|
|
|
(1,318
|
)
|
|
20,256
|
|
|||
Impairment charges
|
14,141
|
|
|
—
|
|
|
—
|
|
|||
Net pension curtailments and settlements
|
3,328
|
|
|
41,406
|
|
|
—
|
|
|||
Changes in assets and liabilities net of acquired assets and liabilities:
|
|
|
|
|
|
||||||
Decrease (increase) in accounts receivable
|
(23,933
|
)
|
|
(7,219
|
)
|
|
(18,484
|
)
|
|||
Decrease (increase) in inventory
|
24,031
|
|
|
4,234
|
|
|
(9,462
|
)
|
|||
Decrease (increase) in prepaid and other current assets
|
1,418
|
|
|
1,162
|
|
|
(11,606
|
)
|
|||
Increase (decrease) in accounts payable and accrued expenses
|
(18,575
|
)
|
|
8,820
|
|
|
34,433
|
|
|||
Increase (decrease) in unearned revenue
|
(2,538
|
)
|
|
477
|
|
|
4,336
|
|
|||
Increase (decrease) in interest and taxes payable
|
(805
|
)
|
|
435
|
|
|
(514
|
)
|
|||
Domestic pension plan contributions
|
(4,500
|
)
|
|
(42,000
|
)
|
|
(16,000
|
)
|
|||
Other — net
|
3,433
|
|
|
1,616
|
|
|
(341
|
)
|
|||
Net cash provided by operating activities
|
99,222
|
|
|
76,374
|
|
|
67,795
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Payments for purchase of property, plant, and equipment
|
(24,251
|
)
|
|
(27,702
|
)
|
|
(27,516
|
)
|
|||
Payments for mine development
|
(2,277
|
)
|
|
(6,558
|
)
|
|
(1,560
|
)
|
|||
Payments for acquisition
|
—
|
|
|
—
|
|
|
(16,504
|
)
|
|||
Proceeds from sale of property, plant, and equipment
|
44
|
|
|
432
|
|
|
2,222
|
|
|||
Net cash used in investing activities
|
(26,484
|
)
|
|
(33,828
|
)
|
|
(43,358
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
—
|
|
|
—
|
|
|
55,000
|
|
|||
Repayment of long-term debt
|
(823
|
)
|
|
(777
|
)
|
|
(55,797
|
)
|
|||
Principal payments under finance lease obligations
|
(1,200
|
)
|
|
(861
|
)
|
|
(843
|
)
|
|||
Cash dividends paid
|
(8,856
|
)
|
|
(8,389
|
)
|
|
(7,913
|
)
|
|||
Deferred financing costs
|
(2,130
|
)
|
|
—
|
|
|
(300
|
)
|
|||
Repurchase of common stock
|
(199
|
)
|
|
(422
|
)
|
|
(1,086
|
)
|
|||
Payments of withholding taxes for stock-based compensation awards
|
(4,846
|
)
|
|
(3,156
|
)
|
|
(4,506
|
)
|
|||
Net cash used in financing activities
|
(18,054
|
)
|
|
(13,605
|
)
|
|
(15,445
|
)
|
|||
Effects of exchange rate changes
|
(322
|
)
|
|
(140
|
)
|
|
1,388
|
|
|||
Net change in cash and cash equivalents
|
54,362
|
|
|
28,801
|
|
|
10,380
|
|
|||
Cash and cash equivalents at beginning of period
|
70,645
|
|
|
41,844
|
|
|
31,464
|
|
|||
Cash and cash equivalents at end of period
|
$
|
125,007
|
|
|
$
|
70,645
|
|
|
$
|
41,844
|
|
(Thousands)
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents (Note A)
|
$
|
125,007
|
|
|
$
|
70,645
|
|
Accounts receivable (Note A)
|
154,751
|
|
|
130,538
|
|
||
Inventories, net (Notes A and I)
|
190,390
|
|
|
214,871
|
|
||
Prepaid and other current assets
|
21,839
|
|
|
23,299
|
|
||
Total current assets
|
491,987
|
|
|
439,353
|
|
||
Deferred income taxes (Notes A and G)
|
1,666
|
|
|
5,616
|
|
||
Property, plant, and equipment (Notes A and J)
|
916,965
|
|
|
898,251
|
|
||
Less allowances for depreciation, depletion, and amortization
|
(684,689
|
)
|
|
(647,233
|
)
|
||
Property, plant, and equipment — net
|
232,276
|
|
|
251,018
|
|
||
Operating lease, right-of-use asset (Note K)
|
23,413
|
|
|
—
|
|
||
Intangible assets (Notes A and L)
|
6,380
|
|
|
6,461
|
|
||
Other assets (Note N)
|
17,937
|
|
|
7,236
|
|
||
Goodwill (Notes A and L)
|
79,011
|
|
|
90,657
|
|
||
Total Assets
|
$
|
852,670
|
|
|
$
|
800,341
|
|
|
|
|
|
||||
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Short-term debt (Note M)
|
$
|
868
|
|
|
$
|
823
|
|
Accounts payable
|
43,206
|
|
|
49,622
|
|
||
Salaries and wages
|
41,167
|
|
|
47,501
|
|
||
Other liabilities and accrued items
|
32,477
|
|
|
33,301
|
|
||
Income taxes (Notes A and G)
|
1,342
|
|
|
2,615
|
|
||
Unearned revenue
|
3,380
|
|
|
5,918
|
|
||
Total current liabilities
|
122,440
|
|
|
139,780
|
|
||
Other long-term liabilities
|
11,560
|
|
|
14,764
|
|
||
Operating lease liabilities (Note K)
|
18,091
|
|
|
—
|
|
||
Finance lease liabilities (Note K)
|
17,424
|
|
|
15,221
|
|
||
Retirement and post-employment benefits (Note N)
|
32,466
|
|
|
38,853
|
|
||
Unearned income (Notes A and J)
|
32,891
|
|
|
32,563
|
|
||
Long-term income taxes (Notes A and G)
|
3,451
|
|
|
2,993
|
|
||
Deferred income taxes (Notes A and G)
|
2,410
|
|
|
195
|
|
||
Long-term debt (Note M)
|
1,260
|
|
|
2,066
|
|
||
Shareholders’ equity
|
|
|
|
||||
Serial preferred stock (no par value; 5,000 authorized shares, none issued)
|
—
|
|
|
—
|
|
||
Common stock (no par value; 60,000 authorized shares, issued shares of 27,148 for both 2019 and 2018)
|
249,674
|
|
|
234,704
|
|
||
Retained earnings
|
589,888
|
|
|
548,374
|
|
||
Common stock in treasury (6,744 shares for 2019 and 6,906 shares for 2018)
|
(186,845
|
)
|
|
(175,426
|
)
|
||
Accumulated other comprehensive loss (Note O)
|
(45,462
|
)
|
|
(58,234
|
)
|
||
Other equity
|
3,422
|
|
|
4,488
|
|
||
Total shareholders’ equity
|
610,677
|
|
|
553,906
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
852,670
|
|
|
$
|
800,341
|
|
|
Common Shares
|
|
Shareholders' Equity
|
||||||||||||||||||||||||||
(Thousands)
|
Common Shares
|
|
Common Shares Held in Treasury
|
|
Common
Stock |
|
Retained
Earnings |
|
Common
Stock In Treasury |
|
Accumulated Other
Comprehensive Income (Loss) |
|
Other
Equity |
|
Total
|
||||||||||||||
Balance at January 1, 2017
|
19,949
|
|
|
7,200
|
|
|
$
|
212,702
|
|
|
$
|
517,903
|
|
|
$
|
(154,399
|
)
|
|
$
|
(86,181
|
)
|
|
$
|
4,064
|
|
|
$
|
494,089
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
11,451
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,451
|
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,081
|
)
|
|
—
|
|
|
(2,081
|
)
|
||||||
Tax Cuts and Jobs Act Reclassification
|
—
|
|
|
—
|
|
|
—
|
|
|
14,675
|
|
|
—
|
|
|
(14,675
|
)
|
|
—
|
|
|
—
|
|
||||||
Cash dividends declared ($0.395 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,913
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,913
|
)
|
||||||
Stock-based compensation activity
|
296
|
|
|
(296
|
)
|
|
10,750
|
|
|
—
|
|
|
(5,794
|
)
|
|
—
|
|
|
—
|
|
|
4,956
|
|
||||||
Payments for withholding taxes for stock-based compensation awards
|
(108
|
)
|
|
108
|
|
|
—
|
|
|
—
|
|
|
(4,506
|
)
|
|
—
|
|
|
—
|
|
|
(4,506
|
)
|
||||||
Repurchase of shares
|
(32
|
)
|
|
32
|
|
|
—
|
|
|
—
|
|
|
(1,086
|
)
|
|
—
|
|
|
—
|
|
|
(1,086
|
)
|
||||||
Directors' deferred compensation
|
2
|
|
|
(2
|
)
|
|
32
|
|
|
—
|
|
|
(343
|
)
|
|
—
|
|
|
382
|
|
|
71
|
|
||||||
Balance at December 31, 2017
|
20,107
|
|
|
7,042
|
|
|
$
|
223,484
|
|
|
$
|
536,116
|
|
|
$
|
(166,128
|
)
|
|
$
|
(102,937
|
)
|
|
$
|
4,446
|
|
|
$
|
494,981
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
20,846
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,846
|
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,722
|
|
|
—
|
|
|
2,722
|
|
||||||
Net pension curtailments and settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,406
|
|
|
—
|
|
|
41,406
|
|
||||||
Tax Cuts and Jobs Act Reclassification
|
—
|
|
|
—
|
|
|
—
|
|
|
(575
|
)
|
|
—
|
|
|
575
|
|
|
—
|
|
|
—
|
|
||||||
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
425
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
425
|
|
||||||
Cash dividends declared ($0.415 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,389
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,389
|
)
|
||||||
Stock-based compensation activity
|
202
|
|
|
(203
|
)
|
|
11,131
|
|
|
(49
|
)
|
|
(5,768
|
)
|
|
—
|
|
|
—
|
|
|
5,314
|
|
||||||
Payments for withholding taxes for stock-based compensation awards
|
(60
|
)
|
|
60
|
|
|
—
|
|
|
—
|
|
|
(3,156
|
)
|
|
—
|
|
|
—
|
|
|
(3,156
|
)
|
||||||
Repurchase of shares
|
(10
|
)
|
|
10
|
|
|
—
|
|
|
—
|
|
|
(422
|
)
|
|
—
|
|
|
—
|
|
|
(422
|
)
|
||||||
Directors’ deferred compensation
|
3
|
|
|
(3
|
)
|
|
89
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
42
|
|
|
179
|
|
||||||
Balance at December 31, 2018
|
20,242
|
|
|
6,906
|
|
|
$
|
234,704
|
|
|
$
|
548,374
|
|
|
$
|
(175,426
|
)
|
|
$
|
(58,234
|
)
|
|
$
|
4,488
|
|
|
$
|
553,906
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
50,660
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,660
|
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,444
|
|
|
—
|
|
|
9,444
|
|
||||||
Net pension curtailments and settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,328
|
|
|
—
|
|
|
3,328
|
|
||||||
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
(179
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(179
|
)
|
||||||
Cash dividends declared ($0.435 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,856
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,856
|
)
|
||||||
Stock-based compensation activity
|
252
|
|
|
(252
|
)
|
|
14,876
|
|
|
(111
|
)
|
|
(7,595
|
)
|
|
—
|
|
|
—
|
|
|
7,170
|
|
||||||
Payments for withholding taxes for stock-based compensation awards
|
(89
|
)
|
|
89
|
|
|
—
|
|
|
—
|
|
|
(4,846
|
)
|
|
—
|
|
|
—
|
|
|
(4,846
|
)
|
||||||
Repurchase of shares
|
(5
|
)
|
|
5
|
|
|
—
|
|
|
—
|
|
|
(199
|
)
|
|
—
|
|
|
—
|
|
|
(199
|
)
|
||||||
Directors’ deferred compensation
|
4
|
|
|
(4
|
)
|
|
94
|
|
|
—
|
|
|
1,221
|
|
|
—
|
|
|
(1,066
|
)
|
|
249
|
|
||||||
Balance at December 31, 2019
|
20,404
|
|
|
6,744
|
|
|
$
|
249,674
|
|
|
$
|
589,888
|
|
|
$
|
(186,845
|
)
|
|
$
|
(45,462
|
)
|
|
$
|
3,422
|
|
|
$
|
610,677
|
|
|
Years
|
Land improvements
|
10 to 20
|
Buildings
|
20 to 40
|
Leasehold improvements
|
Life of lease
|
Machinery and equipment
|
3 to 15
|
Furniture and fixtures
|
4 to 10
|
Automobiles and trucks
|
3 to 8
|
Research equipment
|
3 to 10
|
Computer hardware
|
3 to 10
|
Computer software
|
3 to 10
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Thousands)
|
|
Performance
Alloys and
Composites
|
|
Advanced Materials
|
|
Precision Coatings
|
|
Other
|
|
Total
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
500,201
|
|
|
$
|
573,763
|
|
|
$
|
111,460
|
|
|
$
|
—
|
|
|
$
|
1,185,424
|
|
Intersegment sales
|
|
38
|
|
|
70,047
|
|
|
—
|
|
|
—
|
|
|
70,085
|
|
|||||
Operating profit (loss)
|
|
70,652
|
|
|
24,740
|
|
|
(3,550
|
)
|
|
(24,842
|
)
|
|
67,000
|
|
|||||
Depreciation, depletion, and amortization
|
|
24,437
|
|
|
8,955
|
|
|
5,695
|
|
|
2,029
|
|
|
41,116
|
|
|||||
Expenditures for long-lived assets
|
|
15,520
|
|
|
7,572
|
|
|
1,045
|
|
|
2,391
|
|
|
26,528
|
|
|||||
Total Assets
|
|
400,022
|
|
|
215,368
|
|
|
78,981
|
|
|
158,299
|
|
|
852,670
|
|
|||||
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
500,590
|
|
|
$
|
586,643
|
|
|
$
|
120,582
|
|
|
$
|
—
|
|
|
$
|
1,207,815
|
|
Intersegment sales
|
|
37
|
|
|
50,460
|
|
|
—
|
|
|
—
|
|
|
50,497
|
|
|||||
Operating profit (loss)
|
|
58,832
|
|
|
17,651
|
|
|
11,468
|
|
|
(26,455
|
)
|
|
61,496
|
|
|||||
Depreciation, depletion, and amortization
|
|
17,434
|
|
|
8,575
|
|
|
7,066
|
|
|
2,449
|
|
|
35,524
|
|
|||||
Expenditures for long-lived assets
|
|
15,396
|
|
|
15,523
|
|
|
1,983
|
|
|
1,358
|
|
|
34,260
|
|
|||||
Total Assets
|
|
410,239
|
|
|
207,183
|
|
|
90,537
|
|
|
92,382
|
|
|
800,341
|
|
|||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
429,442
|
|
|
$
|
590,789
|
|
|
$
|
119,216
|
|
|
$
|
—
|
|
|
$
|
1,139,447
|
|
Intersegment sales
|
|
114
|
|
|
58,056
|
|
|
—
|
|
|
—
|
|
|
58,170
|
|
|||||
Operating profit (loss)
|
|
21,978
|
|
|
32,763
|
|
|
8,445
|
|
|
(23,155
|
)
|
|
40,031
|
|
|||||
Depreciation, depletion, and amortization
|
|
23,209
|
|
|
7,354
|
|
|
9,721
|
|
|
2,467
|
|
|
42,751
|
|
|||||
Expenditures for long-lived assets
|
|
10,427
|
|
|
13,318
|
|
|
3,048
|
|
|
2,283
|
|
|
29,076
|
|
|||||
Total Assets
|
|
418,798
|
|
|
202,389
|
|
|
97,504
|
|
|
72,393
|
|
|
791,084
|
|
(Thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
743,345
|
|
|
$
|
726,881
|
|
|
$
|
650,675
|
|
Asia
|
|
256,114
|
|
|
270,672
|
|
|
265,991
|
|
|||
Europe
|
|
169,132
|
|
|
186,081
|
|
|
205,118
|
|
|||
All other
|
|
16,833
|
|
|
24,181
|
|
|
17,663
|
|
|||
Total
|
|
$
|
1,185,424
|
|
|
$
|
1,207,815
|
|
|
$
|
1,139,447
|
|
Long-lived assets by country deployed
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
194,596
|
|
|
$
|
215,395
|
|
|
$
|
227,412
|
|
All other
|
|
37,680
|
|
|
35,623
|
|
|
28,166
|
|
|||
Total
|
|
$
|
232,276
|
|
|
$
|
251,018
|
|
|
$
|
255,578
|
|
(Thousands)
|
|
Performance Alloys and Composites
|
|
Advanced Materials
|
|
Precision Coatings
|
|
Other
|
|
Total
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
End Market
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Semiconductor
|
|
$
|
5,353
|
|
|
$
|
432,658
|
|
|
$
|
711
|
|
|
$
|
—
|
|
|
$
|
438,722
|
|
Industrial
|
|
106,334
|
|
|
29,917
|
|
|
14,253
|
|
|
—
|
|
|
150,504
|
|
|||||
Aerospace and Defense
|
|
109,717
|
|
|
5,647
|
|
|
20,731
|
|
|
—
|
|
|
136,095
|
|
|||||
Consumer Electronics
|
|
72,360
|
|
|
1,254
|
|
|
18,201
|
|
|
—
|
|
|
91,815
|
|
|||||
Automotive
|
|
69,057
|
|
|
8,179
|
|
|
969
|
|
|
—
|
|
|
78,205
|
|
|||||
Energy
|
|
41,101
|
|
|
74,613
|
|
|
—
|
|
|
—
|
|
|
115,714
|
|
|||||
Telecom and Data Center
|
|
61,344
|
|
|
2,981
|
|
|
—
|
|
|
—
|
|
|
64,325
|
|
|||||
Other
|
|
34,935
|
|
|
18,514
|
|
|
56,595
|
|
|
—
|
|
|
110,044
|
|
|||||
Total
|
|
$
|
500,201
|
|
|
$
|
573,763
|
|
|
$
|
111,460
|
|
|
$
|
—
|
|
|
$
|
1,185,424
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
End Market
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Semiconductor
|
|
$
|
5,020
|
|
|
$
|
436,807
|
|
|
$
|
1,460
|
|
|
$
|
—
|
|
|
$
|
443,287
|
|
Industrial
|
|
111,149
|
|
|
32,246
|
|
|
12,756
|
|
|
—
|
|
|
156,151
|
|
|||||
Aerospace and Defense
|
|
88,041
|
|
|
3,813
|
|
|
20,044
|
|
|
—
|
|
|
111,898
|
|
|||||
Consumer Electronics
|
|
62,816
|
|
|
1,002
|
|
|
18,838
|
|
|
—
|
|
|
82,656
|
|
|||||
Automotive
|
|
93,720
|
|
|
7,843
|
|
|
1,362
|
|
|
—
|
|
|
102,925
|
|
|||||
Energy
|
|
40,877
|
|
|
72,027
|
|
|
—
|
|
|
—
|
|
|
112,904
|
|
|||||
Telecom and Data Center
|
|
67,157
|
|
|
2,792
|
|
|
—
|
|
|
—
|
|
|
69,949
|
|
|||||
Other
|
|
31,810
|
|
|
30,113
|
|
|
66,122
|
|
|
—
|
|
|
128,045
|
|
|||||
Total
|
|
$
|
500,590
|
|
|
$
|
586,643
|
|
|
$
|
120,582
|
|
|
$
|
—
|
|
|
$
|
1,207,815
|
|
(Thousands)
|
|
December 31, 2019
|
|
December 31, 2018
|
|
$ change
|
|
% change
|
|||||||
Accounts receivable, trade
|
|
$
|
141,168
|
|
|
$
|
124,498
|
|
|
$
|
16,670
|
|
|
13
|
%
|
Unbilled receivables
|
|
13,583
|
|
|
4,619
|
|
|
8,964
|
|
|
194
|
%
|
|||
Unearned revenue
|
|
3,380
|
|
|
5,918
|
|
|
(2,538
|
)
|
|
(43
|
)%
|
(Thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Performance Alloys & Composites
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
Advanced Materials
|
|
—
|
|
|
5,599
|
|
|
—
|
|
|||
Precision Coatings
|
|
328
|
|
|
—
|
|
|
431
|
|
|||
Other
|
|
457
|
|
|
—
|
|
|
229
|
|
|||
Total
|
|
$
|
785
|
|
|
$
|
5,599
|
|
|
$
|
644
|
|
|
|
(Income) Expense
|
||||||||||
(Thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Metal consignment fees
|
|
$
|
9,247
|
|
|
$
|
10,999
|
|
|
$
|
8,782
|
|
Amortization of intangible assets
|
|
1,400
|
|
|
2,265
|
|
|
4,629
|
|
|||
Foreign currency loss (gain)
|
|
666
|
|
|
1,487
|
|
|
(722
|
)
|
|||
Net loss (gain) on disposal of fixed assets
|
|
344
|
|
|
518
|
|
|
234
|
|
|||
Rental income
|
|
(87
|
)
|
|
(416
|
)
|
|
(168
|
)
|
|||
Other items
|
|
213
|
|
|
481
|
|
|
1,138
|
|
|||
Total other-net
|
|
$
|
11,783
|
|
|
$
|
15,334
|
|
|
$
|
13,893
|
|
(Thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest incurred, net
|
|
$
|
1,641
|
|
|
$
|
2,870
|
|
|
$
|
2,608
|
|
Less: Capitalized interest
|
|
62
|
|
|
399
|
|
|
425
|
|
|||
Total net expense
|
|
$
|
1,579
|
|
|
$
|
2,471
|
|
|
$
|
2,183
|
|
Interest paid
|
|
$
|
1,799
|
|
|
$
|
1,436
|
|
|
$
|
1,646
|
|
(Thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Income before income taxes:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
56,725
|
|
|
$
|
20,272
|
|
|
$
|
28,327
|
|
Foreign
|
|
5,265
|
|
|
(3,930
|
)
|
|
8,069
|
|
|||
Total income before income taxes
|
|
$
|
61,990
|
|
|
$
|
16,342
|
|
|
$
|
36,396
|
|
Income tax expense:
|
|
|
|
|
|
|
||||||
Current income tax expense:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
7,544
|
|
|
$
|
(5,896
|
)
|
|
$
|
1,912
|
|
Foreign
|
|
1,202
|
|
|
2,710
|
|
|
2,777
|
|
|||
Total current
|
|
$
|
8,746
|
|
|
$
|
(3,186
|
)
|
|
$
|
4,689
|
|
Deferred income tax expense (benefit):
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
1,326
|
|
|
$
|
(4,083
|
)
|
|
$
|
19,935
|
|
Foreign
|
|
1,258
|
|
|
2,765
|
|
|
321
|
|
|||
Total deferred
|
|
$
|
2,584
|
|
|
$
|
(1,318
|
)
|
|
$
|
20,256
|
|
Total income tax expense (benefit)
|
|
$
|
11,330
|
|
|
$
|
(4,504
|
)
|
|
$
|
24,945
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||
U.S. federal statutory rate
|
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal tax effect
|
|
1.0
|
|
|
0.1
|
|
|
2.3
|
|
Effect of excess of percentage depletion over cost depletion
|
|
(4.5
|
)
|
|
(17.8
|
)
|
|
(10.0
|
)
|
Manufacturing production deduction, including impact of NOL carryback
|
|
—
|
|
|
6.3
|
|
|
(0.8
|
)
|
Foreign derived intangible income deduction
|
|
(3.2
|
)
|
|
(2.9
|
)
|
|
—
|
|
Non-deductible goodwill impairment
|
|
1.2
|
|
|
—
|
|
|
—
|
|
Tax Cuts and Jobs Act impact
|
|
2.5
|
|
|
(67.8
|
)
|
|
47.1
|
|
Foreign rate differential
|
|
(0.1
|
)
|
|
1.5
|
|
|
(3.4
|
)
|
Research and development tax credit
|
|
(1.2
|
)
|
|
(7.6
|
)
|
|
(2.6
|
)
|
Foreign tax credit
|
|
(0.3
|
)
|
|
(1.9
|
)
|
|
(1.1
|
)
|
Foreign repatriation
|
|
0.4
|
|
|
2.0
|
|
|
1.3
|
|
Incremental fixed asset basis
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
Adjustment to unrecognized tax benefits
|
|
0.2
|
|
|
2.7
|
|
|
2.8
|
|
Stock compensation - excess tax benefits
|
|
(3.4
|
)
|
|
(4.4
|
)
|
|
(1.9
|
)
|
Valuation allowance
|
|
2.2
|
|
|
38.7
|
|
|
2.4
|
|
Other items
|
|
2.5
|
|
|
2.5
|
|
|
0.8
|
|
Effective tax rate
|
|
18.3
|
%
|
|
(27.6
|
)%
|
|
68.5
|
%
|
|
|
December 31,
|
||||||
(Thousands)
|
|
2019
|
|
2018
|
||||
Asset (liability)
|
|
|
|
|
||||
Post-employment benefits other than pensions
|
|
$
|
1,626
|
|
|
$
|
2,198
|
|
Other reserves
|
|
543
|
|
|
693
|
|
||
Deferred compensation
|
|
3,314
|
|
|
3,539
|
|
||
Environmental reserves
|
|
1,384
|
|
|
1,463
|
|
||
Inventory
|
|
2,740
|
|
|
3,032
|
|
||
Lease liabilities
|
|
4,614
|
|
|
—
|
|
||
Pensions
|
|
5,149
|
|
|
8,105
|
|
||
Accrued compensation expense
|
|
5,364
|
|
|
6,215
|
|
||
Net operating loss and credit carryforwards
|
|
13,513
|
|
|
12,002
|
|
||
Research and development tax credit carryforward
|
|
25
|
|
|
744
|
|
||
Foreign tax credit carryforward
|
|
—
|
|
|
2,385
|
|
||
Subtotal
|
|
38,272
|
|
|
40,376
|
|
||
Valuation allowance
|
|
(17,676
|
)
|
|
(15,917
|
)
|
||
Total deferred tax assets
|
|
20,596
|
|
|
24,459
|
|
||
Depreciation
|
|
(10,780
|
)
|
|
(10,280
|
)
|
||
Lease assets
|
|
(4,428
|
)
|
|
—
|
|
||
Amortization
|
|
(2,426
|
)
|
|
(3,635
|
)
|
||
Mine development
|
|
(3,706
|
)
|
|
(5,123
|
)
|
||
Total deferred tax liabilities
|
|
(21,340
|
)
|
|
(19,038
|
)
|
||
Net deferred tax (liabilities) assets
|
|
$
|
(744
|
)
|
|
$
|
5,421
|
|
(Thousands)
|
|
2019
|
|
2018
|
||||
Balance at January 1
|
|
$
|
2,883
|
|
|
$
|
2,944
|
|
Additions to tax provisions related to the current year
|
|
—
|
|
|
443
|
|
||
Additions to tax positions related to prior years
|
|
399
|
|
|
4
|
|
||
Reduction to tax positions related to prior years
|
|
—
|
|
|
(508
|
)
|
||
Lapses on statutes of limitations
|
|
(61
|
)
|
|
—
|
|
||
Balance at December 31
|
|
$
|
3,221
|
|
|
$
|
2,883
|
|
(Thousands except per share amounts)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator for basic and diluted EPS:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
50,660
|
|
|
$
|
20,846
|
|
|
$
|
11,451
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Denominator for basic EPS:
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding
|
|
20,365
|
|
|
20,212
|
|
|
20,027
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock appreciation rights
|
|
72
|
|
|
170
|
|
|
174
|
|
|||
Restricted stock units
|
|
75
|
|
|
85
|
|
|
96
|
|
|||
Performance-based restricted stock units
|
|
143
|
|
|
146
|
|
|
118
|
|
|||
Diluted potential common shares
|
|
290
|
|
|
401
|
|
|
388
|
|
|||
Denominator for diluted EPS:
|
|
|
|
|
|
|
||||||
Adjusted weighted-average shares outstanding
|
|
20,655
|
|
|
20,613
|
|
|
20,415
|
|
|||
Basic EPS
|
|
$
|
2.49
|
|
|
$
|
1.03
|
|
|
$
|
0.57
|
|
Diluted EPS
|
|
$
|
2.45
|
|
|
$
|
1.01
|
|
|
$
|
0.56
|
|
|
|
December 31,
|
||||||
(Thousands)
|
|
2019
|
|
2018
|
||||
Raw materials and supplies
|
|
$
|
35,612
|
|
|
$
|
33,182
|
|
Work in process
|
|
177,780
|
|
|
195,879
|
|
||
Finished goods
|
|
25,506
|
|
|
30,643
|
|
||
Subtotal
|
|
238,898
|
|
|
259,704
|
|
||
Less: LIFO reserve balance
|
|
48,508
|
|
|
44,833
|
|
||
Inventories
|
|
$
|
190,390
|
|
|
$
|
214,871
|
|
|
|
December 31,
|
||||||
(Thousands)
|
|
2019
|
|
2018
|
||||
Land
|
|
$
|
4,874
|
|
|
$
|
4,874
|
|
Buildings
|
|
150,323
|
|
|
149,701
|
|
||
Machinery and equipment
|
|
639,310
|
|
|
631,421
|
|
||
Software
|
|
44,652
|
|
|
42,678
|
|
||
Construction in progress
|
|
16,699
|
|
|
14,468
|
|
||
Allowances for depreciation
|
|
(669,250
|
)
|
|
(642,365
|
)
|
||
Subtotal
|
|
186,608
|
|
|
200,777
|
|
||
Finance leases
|
|
26,069
|
|
|
22,150
|
|
||
Allowances for depreciation
|
|
(3,569
|
)
|
|
(2,412
|
)
|
||
Subtotal
|
|
22,500
|
|
|
19,738
|
|
||
Mineral resources
|
|
4,980
|
|
|
4,980
|
|
||
Mine development
|
|
30,058
|
|
|
27,979
|
|
||
Allowances for amortization and depletion
|
|
(11,870
|
)
|
|
(2,456
|
)
|
||
Subtotal
|
|
23,168
|
|
|
30,503
|
|
||
Property, plant, and equipment — net
|
|
$
|
232,276
|
|
|
$
|
251,018
|
|
(Thousands)
|
|
2019
|
||
Components of lease expense
|
|
|
||
Operating lease cost
|
|
$
|
9,835
|
|
|
|
|
||
Finance lease cost
|
|
|
||
Amortization of right-of-use assets
|
|
1,414
|
|
|
Interest on lease liabilities
|
|
1,028
|
|
|
Total lease cost
|
|
$
|
12,277
|
|
|
|
Dec. 31,
|
||
(Thousands)
|
|
2019
|
||
Supplemental balance sheet information
|
|
|
||
|
|
|
||
Operating Leases
|
|
|
||
Operating lease right-of-use assets
|
|
$
|
23,413
|
|
Other liabilities and accrued items
|
|
6,542
|
|
|
Operating lease liabilities
|
|
18,091
|
|
|
|
|
|
||
Finance Leases
|
|
|
||
Property, plant, and equipment
|
|
$
|
26,069
|
|
Allowances for depreciation, depletion, and amortization
|
|
(3,570
|
)
|
|
Finance lease assets, net
|
|
$
|
22,499
|
|
Other liabilities and accrued items
|
|
$
|
1,265
|
|
Finance lease liabilities
|
|
17,424
|
|
|
Total principal payable on finance leases
|
|
$
|
18,689
|
|
|
|
Finance
|
|
Operating
|
||||
(Thousands)
|
|
Leases
|
|
Leases
|
||||
2020
|
|
$
|
2,224
|
|
|
$
|
7,759
|
|
2021
|
|
2,224
|
|
|
6,725
|
|
||
2022
|
|
2,224
|
|
|
4,754
|
|
||
2023
|
|
1,515
|
|
|
3,807
|
|
||
2024
|
|
1,160
|
|
|
1,891
|
|
||
2025 and thereafter
|
|
20,875
|
|
|
3,341
|
|
||
Total lease payments
|
|
30,222
|
|
|
28,277
|
|
||
Less amount of lease payment representing interest
|
|
11,533
|
|
|
3,644
|
|
||
Total present value of lease payments
|
|
$
|
18,689
|
|
|
$
|
24,633
|
|
|
|
Capital
|
|
Operating
|
||||
(Thousands)
|
|
Leases
|
|
Leases
|
||||
2019
|
|
$
|
2,172
|
|
|
$
|
7,287
|
|
2020
|
|
2,172
|
|
|
6,525
|
|
||
2021
|
|
2,172
|
|
|
4,966
|
|
||
2022
|
|
2,172
|
|
|
3,790
|
|
||
2023
|
|
1,463
|
|
|
3,532
|
|
||
2024 and thereafter
|
|
21,056
|
|
|
4,287
|
|
||
Total minimum lease payments
|
|
31,207
|
|
|
$
|
30,387
|
|
|
Less amount of lease payment representing interest
|
|
19,338
|
|
|
|
|||
Total present value of net minimum lease payments
|
|
$
|
11,869
|
|
|
|
|
|
|
Dec. 31,
|
||
(Thousands)
|
|
2019
|
||
Supplemental cash flow information
|
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
15,841
|
|
Operating cash flows from finance leases
|
|
1,028
|
|
|
Financing cash flows from finance leases
|
|
1,200
|
|
|
|
2019
|
|
2018
|
||||||||||||||||||||
(Thousands)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Customer relationships
|
|
$
|
39,601
|
|
|
$
|
(37,692
|
)
|
|
$
|
1,909
|
|
|
$
|
39,601
|
|
|
$
|
(37,077
|
)
|
|
$
|
2,524
|
|
Technology
|
|
13,377
|
|
|
(12,816
|
)
|
|
561
|
|
|
13,377
|
|
|
(12,238
|
)
|
|
1,139
|
|
||||||
Licenses and other
|
|
4,257
|
|
|
(3,046
|
)
|
|
1,211
|
|
|
4,257
|
|
|
(2,725
|
)
|
|
1,532
|
|
||||||
Total
|
|
$
|
57,235
|
|
|
$
|
(53,554
|
)
|
|
$
|
3,681
|
|
|
$
|
57,235
|
|
|
$
|
(52,040
|
)
|
|
$
|
5,195
|
|
|
|
Amortization
|
||
(Thousands)
|
|
Expense
|
||
2019
|
|
$
|
1,400
|
|
2020
|
|
615
|
|
|
2021
|
|
523
|
|
|
2022
|
|
523
|
|
|
2023
|
|
513
|
|
|
2024
|
|
421
|
|
(Thousands)
|
|
Performance Alloys and Composites
|
|
Advanced Materials
|
|
Precision Coatings
|
|
Total
|
||||||||
Balance at December 31, 2018
|
|
$
|
1,899
|
|
|
$
|
50,276
|
|
|
$
|
38,482
|
|
|
$
|
90,657
|
|
Impairment charge
|
|
—
|
|
|
—
|
|
|
(11,560
|
)
|
|
(11,560
|
)
|
||||
Other
|
|
—
|
|
|
(86
|
)
|
|
—
|
|
|
(86
|
)
|
||||
Balance at December 31, 2019
|
|
$
|
1,899
|
|
|
50,190
|
|
|
$
|
26,922
|
|
|
$
|
79,011
|
|
|
|
December 31,
|
||||||
(Thousands)
|
|
2019
|
|
2018
|
||||
Fixed rate industrial development revenue bonds payable in annual installments through 2021
|
|
$
|
2,218
|
|
|
$
|
3,041
|
|
Total debt outstanding
|
|
2,218
|
|
|
3,041
|
|
||
Current portion of long-term debt
|
|
(868
|
)
|
|
(823
|
)
|
||
Gross long-term debt
|
|
1,350
|
|
|
2,218
|
|
||
Unamortized deferred financing fees
|
|
(90
|
)
|
|
(152
|
)
|
||
Long-term debt
|
|
$
|
1,260
|
|
|
$
|
2,066
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(Thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
170,136
|
|
|
$
|
313,728
|
|
|
$
|
11,375
|
|
|
$
|
14,166
|
|
Service cost
|
|
5,918
|
|
|
6,953
|
|
|
67
|
|
|
111
|
|
||||
Interest cost
|
|
6,292
|
|
|
9,554
|
|
|
399
|
|
|
396
|
|
||||
Net pension curtailments and settlements
|
|
(12,212
|
)
|
|
(112,644
|
)
|
|
—
|
|
|
—
|
|
||||
Actuarial loss (gain)
|
|
20,409
|
|
|
(31,824
|
)
|
|
(2,192
|
)
|
|
(2,453
|
)
|
||||
Benefit payments
|
|
(3,170
|
)
|
|
(13,700
|
)
|
|
(981
|
)
|
|
(876
|
)
|
||||
Foreign currency exchange rate changes and other
|
|
(613
|
)
|
|
(1,931
|
)
|
|
13
|
|
|
31
|
|
||||
Benefit obligation at end of year
|
|
186,760
|
|
|
170,136
|
|
|
8,681
|
|
|
11,375
|
|
||||
Change in plan assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
|
145,046
|
|
|
234,976
|
|
|
—
|
|
|
—
|
|
||||
Plan settlements
|
|
—
|
|
|
(111,542
|
)
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
|
27,264
|
|
|
(8,570
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
|
4,702
|
|
|
42,227
|
|
|
—
|
|
|
—
|
|
||||
Employee contributions
|
|
124
|
|
|
146
|
|
|
—
|
|
|
—
|
|
||||
Benefit payments from fund
|
|
(2,933
|
)
|
|
(10,826
|
)
|
|
—
|
|
|
—
|
|
||||
Expenses paid from assets
|
|
(391
|
)
|
|
(890
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign currency exchange rate changes and other
|
|
234
|
|
|
(475
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
|
174,046
|
|
|
145,046
|
|
|
—
|
|
|
—
|
|
||||
Funded status at end of year
|
|
$
|
(12,714
|
)
|
|
$
|
(25,090
|
)
|
|
$
|
(8,681
|
)
|
|
$
|
(11,375
|
)
|
Amounts recognized in the Consolidated
Balance Sheets consist of:
|
|
|
|
|
|
|
|
|
||||||||
Other assets
|
|
$
|
11,298
|
|
|
$
|
1,948
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other liabilities and accrued items
|
|
(997
|
)
|
|
(411
|
)
|
|
(1,012
|
)
|
|
(1,258
|
)
|
||||
Retirement and post-employment benefits
|
|
(23,015
|
)
|
|
(26,627
|
)
|
|
(7,669
|
)
|
|
(10,117
|
)
|
||||
|
|
$
|
(12,714
|
)
|
|
$
|
(25,090
|
)
|
|
$
|
(8,681
|
)
|
|
$
|
(11,375
|
)
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(Thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Amounts recognized in other comprehensive income (before tax) consist of:
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss (gain)
|
|
$
|
48,073
|
|
|
$
|
61,599
|
|
|
$
|
(4,529
|
)
|
|
$
|
(2,429
|
)
|
Net prior service cost (credit)
|
|
—
|
|
|
3,810
|
|
|
(5,049
|
)
|
|
(6,546
|
)
|
||||
|
|
$
|
48,073
|
|
|
$
|
65,409
|
|
|
$
|
(9,578
|
)
|
|
$
|
(8,975
|
)
|
Amortizations expected to be recognized during next fiscal year (before tax):
|
|
|
|
|
|
|
|
|
||||||||
Amortization of net loss
|
|
$
|
1,707
|
|
|
$
|
3,769
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net prior service cost (credit)
|
|
—
|
|
|
482
|
|
|
(1,497
|
)
|
|
(1,497
|
)
|
||||
|
|
$
|
1,707
|
|
|
$
|
4,251
|
|
|
$
|
(1,497
|
)
|
|
$
|
(1,497
|
)
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(Thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Additional information
|
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligation for all defined benefit pension plans
|
|
$
|
185,402
|
|
|
$
|
161,169
|
|
|
$
|
—
|
|
|
$
|
—
|
|
For defined benefit pension plans with benefit obligations in excess of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Aggregate benefit obligation
|
|
25,640
|
|
|
165,344
|
|
|
—
|
|
|
—
|
|
||||
Aggregate fair value of plan assets
|
|
3,045
|
|
|
138,305
|
|
|
—
|
|
|
—
|
|
||||
For defined benefit pension plans with accumulated benefit obligations in excess of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Aggregate accumulated benefit obligation
|
|
24,482
|
|
|
156,639
|
|
|
—
|
|
|
—
|
|
||||
Aggregate fair value of plan assets
|
|
3,045
|
|
|
138,305
|
|
|
—
|
|
|
—
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
(Thousands)
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Net benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
5,918
|
|
|
$
|
6,953
|
|
|
$
|
7,587
|
|
|
$
|
67
|
|
|
$
|
111
|
|
|
$
|
91
|
|
Interest cost
|
|
6,292
|
|
|
9,554
|
|
|
9,949
|
|
|
399
|
|
|
396
|
|
|
398
|
|
||||||
Expected return on plan assets
|
|
(8,777
|
)
|
|
(14,231
|
)
|
|
(13,760
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
|
483
|
|
|
(123
|
)
|
|
(274
|
)
|
|
(1,497
|
)
|
|
(1,497
|
)
|
|
(1,497
|
)
|
||||||
Recognized net actuarial loss (gain)
|
|
3,304
|
|
|
7,171
|
|
|
6,636
|
|
|
(93
|
)
|
|
—
|
|
|
—
|
|
||||||
Net periodic cost
|
|
7,220
|
|
|
9,324
|
|
|
10,138
|
|
|
(1,124
|
)
|
|
(990
|
)
|
|
(1,008
|
)
|
||||||
Net pension curtailments and settlements
|
|
3,328
|
|
|
41,406
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total net benefit cost
|
|
$
|
10,548
|
|
|
$
|
50,730
|
|
|
$
|
10,138
|
|
|
$
|
(1,124
|
)
|
|
$
|
(990
|
)
|
|
$
|
(1,008
|
)
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
(Thousands)
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Change in other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OCI at beginning of year
|
$
|
65,409
|
|
|
$
|
122,802
|
|
|
$
|
121,329
|
|
|
$
|
(8,976
|
)
|
|
$
|
(8,020
|
)
|
|
$
|
(9,961
|
)
|
Increase (decrease) in OCI:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Recognized during year — prior service cost (credit)
|
(3,811
|
)
|
|
123
|
|
|
274
|
|
|
1,497
|
|
|
1,497
|
|
|
1,497
|
|
||||||
Recognized during year — net actuarial (losses) gains
|
(3,304
|
)
|
|
(7,171
|
)
|
|
(6,636
|
)
|
|
93
|
|
|
—
|
|
|
—
|
|
||||||
Occurring during year — prior service cost
|
—
|
|
|
—
|
|
|
3,804
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Occurring during year — net actuarial losses (gains)
|
2,062
|
|
|
(8,997
|
)
|
|
4,055
|
|
|
(2,192
|
)
|
|
(2,453
|
)
|
|
444
|
|
||||||
Other adjustments
|
(12,212
|
)
|
|
(41,406
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency exchange rate changes
|
(71
|
)
|
|
58
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
OCI at end of year
|
$
|
48,073
|
|
|
$
|
65,409
|
|
|
$
|
122,802
|
|
|
$
|
(9,578
|
)
|
|
$
|
(8,976
|
)
|
|
$
|
(8,020
|
)
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Weighted-average assumptions used to determine benefit obligations at fiscal year end
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
3.12
|
%
|
|
4.07
|
%
|
|
3.53
|
%
|
|
3.20
|
%
|
|
4.11
|
%
|
|
3.43
|
%
|
Rate of compensation increase
|
|
3.00
|
%
|
|
3.87
|
%
|
|
3.93
|
%
|
|
3.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
Weighted-average assumptions used to determine net cost for the fiscal year
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.16
|
%
|
|
3.63
|
%
|
|
3.93
|
%
|
|
4.11
|
%
|
|
3.43
|
%
|
|
3.68
|
%
|
Expected long-term return on plan assets
|
|
6.06
|
%
|
|
6.63
|
%
|
|
6.89
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
|
2.99
|
%
|
|
3.98
|
%
|
|
3.91
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
Assumed health care trend rates at fiscal year end
|
|
2019
|
|
2018
|
Health care trend rate assumed for next year
|
|
6.25%
|
|
6.50%
|
Rate that the trend rate gradually declines to (ultimate trend rate)
|
|
5.00%
|
|
5.00%
|
Year that the rate reaches the ultimate trend rate
|
|
2025
|
|
2025
|
|
|
1-Percentage-
Point Increase
|
|
1-Percentage-
Point Decrease
|
||||||||||||
(Thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Effect on total of service and interest cost components
|
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
(6
|
)
|
|
$
|
(6
|
)
|
Effect on post-employment benefit obligation
|
|
149
|
|
|
163
|
|
|
(139
|
)
|
|
(152
|
)
|
|
|
December 31, 2019
|
||||||||||||||
(Thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash
|
|
$
|
1,718
|
|
|
$
|
1,718
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities (a)
|
|
47,722
|
|
|
47,722
|
|
|
—
|
|
|
—
|
|
||||
Fixed-income securities (b)
|
|
3,923
|
|
|
3,923
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
|
||||||||
Real estate fund (c)
|
|
3,121
|
|
|
3,121
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
56,484
|
|
|
56,484
|
|
|
—
|
|
|
—
|
|
||||
Investments measured at NAV: (d)
|
|
|
|
|
|
|
|
|
||||||||
Pooled investment fund (e)
|
|
113,187
|
|
|
|
|
|
|
|
|
|
|||||
Multi-strategy hedge funds (f)
|
|
4,277
|
|
|
|
|
|
|
|
|
|
|
||||
Intermediate-term bonds (g)
|
|
—
|
|
|
|
|
|
|
|
|||||||
Private equity funds
|
|
98
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets at fair value
|
|
$
|
174,046
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 31, 2018
|
||||||||||||||
(Thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash
|
|
$
|
21,881
|
|
|
$
|
21,881
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities (a)
|
|
50,862
|
|
|
50,862
|
|
|
—
|
|
|
—
|
|
||||
Fixed-income securities (b)
|
|
18,211
|
|
|
18,211
|
|
|
—
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
|
||||||||
Real estate fund (c)
|
|
3,257
|
|
|
3,257
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
94,211
|
|
|
94,211
|
|
|
—
|
|
|
—
|
|
||||
Investments measured at NAV: (d)
|
|
|
|
|
|
|
|
|
||||||||
Pooled investment fund (e)
|
|
24,947
|
|
|
|
|
|
|
|
|
||||||
Multi-strategy hedge funds (f)
|
|
4,113
|
|
|
|
|
|
|
|
|
||||||
Intermediate-term bonds (g)
|
|
21,678
|
|
|
|
|
|
|
|
|||||||
Private equity funds
|
|
97
|
|
|
|
|
|
|
|
|
||||||
Total assets at fair value
|
|
$
|
145,046
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Equity securities are primarily comprised of corporate stock and mutual funds directly held by the plans. Equity securities are valued using the closing price reported on the active market on which the individual securities are traded.
|
(b)
|
Fixed income securities are primarily comprised of governmental and corporate bonds directly held by the plans. Governmental and corporate bonds are valued using both market observable inputs for similar assets that are traded on an active market and the closing price on the active market on which the individual securities are traded.
|
(c)
|
Includes a mutual fund that typically invests at least 80% of its assets in equity and debt securities of companies in the real estate industry or related industries or in companies which own significant real estate assets at the time of investment.
|
(d)
|
Certain assets that are measured at fair value using the NAV practical expedient have not been classified in the fair value hierarchy.
|
(e)
|
Pooled investment fund consists of various investment types including equity investments covering a range of geographies and including investment managers that hold long and short positions, property investments, and other multi-strategy funds which combine a range of different credit, equity, and macro-orientated ideas and dynamically allocate funds across asset classes.
|
(f)
|
Includes a fund that invests in a broad portfolio of hedge funds.
|
(g)
|
Includes a mutual fund that employs a value-oriented approach to fixed income investment management and a mutual fund that invests primarily in investment-grade debt securities.
|
|
|
Other Benefits
|
||||||||||
(Thousands)
|
|
Pension Benefits
|
|
Gross Benefit
Payment
|
|
Net of
Medicare
Part D
Subsidy
|
||||||
2020
|
|
$
|
3,752
|
|
|
$
|
1,012
|
|
|
$
|
997
|
|
2021
|
|
3,921
|
|
|
979
|
|
|
966
|
|
|||
2022
|
|
4,799
|
|
|
884
|
|
|
872
|
|
|||
2023
|
|
6,231
|
|
|
804
|
|
|
794
|
|
|||
2024
|
|
6,410
|
|
|
722
|
|
|
713
|
|
|||
2025 through 2029
|
|
42,020
|
|
|
2,544
|
|
|
2,518
|
|
|
|
Gains and Losses
On Cash Flow Hedges
|
|
Pension and Post- Employment Benefits
|
|
Foreign Currency Translation
|
|
|
||||||||||||||||||||
(Thousands)
|
|
Foreign Currency
|
|
Precious Metals
|
|
Copper
|
|
Total
|
Total
|
|||||||||||||||||||
Balance at December 31, 2016
|
|
$
|
1,837
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,837
|
|
|
$
|
(82,358
|
)
|
|
$
|
(5,660
|
)
|
|
$
|
(86,181
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(1,180
|
)
|
|
(463
|
)
|
|
—
|
|
|
(1,643
|
)
|
|
(8,279
|
)
|
|
1,552
|
|
|
(8,370
|
)
|
|||||||
Amounts reclassified from accumulated other comprehensive income
|
|
632
|
|
|
208
|
|
|
—
|
|
|
840
|
|
|
4,865
|
|
|
—
|
|
|
5,705
|
|
|||||||
Other comprehensive income (loss) before tax
|
|
(548
|
)
|
|
(255
|
)
|
|
—
|
|
|
(803
|
)
|
|
(3,414
|
)
|
|
1,552
|
|
|
(2,665
|
)
|
|||||||
Deferred taxes on current period activity
|
|
330
|
|
|
(59
|
)
|
|
—
|
|
|
271
|
|
|
13,820
|
|
|
—
|
|
|
14,091
|
|
|||||||
Other comprehensive income (loss) after tax
|
|
(878
|
)
|
|
(196
|
)
|
|
—
|
|
|
(1,074
|
)
|
|
(17,234
|
)
|
|
1,552
|
|
|
(16,756
|
)
|
|||||||
Balance at December 31, 2017
|
|
$
|
959
|
|
|
$
|
(196
|
)
|
|
$
|
—
|
|
|
$
|
763
|
|
|
$
|
(99,592
|
)
|
|
$
|
(4,108
|
)
|
|
$
|
(102,937
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2017
|
|
$
|
959
|
|
|
$
|
(196
|
)
|
|
$
|
—
|
|
|
$
|
763
|
|
|
$
|
(99,592
|
)
|
|
$
|
(4,108
|
)
|
|
$
|
(102,937
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(333
|
)
|
|
467
|
|
|
(569
|
)
|
|
(435
|
)
|
|
11,396
|
|
|
(484
|
)
|
|
10,477
|
|
|||||||
Amounts reclassified from accumulated other comprehensive income
|
|
10
|
|
|
(109
|
)
|
|
—
|
|
|
(99
|
)
|
|
46,953
|
|
|
—
|
|
|
46,854
|
|
|||||||
Other comprehensive income (loss) before tax
|
|
(323
|
)
|
|
358
|
|
|
(569
|
)
|
|
(534
|
)
|
|
58,349
|
|
|
(484
|
)
|
|
57,331
|
|
|||||||
Deferred taxes on current period activity
|
|
(627
|
)
|
|
83
|
|
|
(128
|
)
|
|
(672
|
)
|
|
13,300
|
|
|
—
|
|
|
12,628
|
|
|||||||
Other comprehensive income (loss) after tax
|
|
304
|
|
|
275
|
|
|
(441
|
)
|
|
138
|
|
|
45,049
|
|
|
(484
|
)
|
|
44,703
|
|
|||||||
Balance at December 31, 2018
|
|
$
|
1,263
|
|
|
$
|
79
|
|
|
$
|
(441
|
)
|
|
$
|
901
|
|
|
$
|
(54,543
|
)
|
|
$
|
(4,592
|
)
|
|
$
|
(58,234
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2018
|
|
$
|
1,263
|
|
|
$
|
79
|
|
|
$
|
(441
|
)
|
|
$
|
901
|
|
|
$
|
(54,543
|
)
|
|
$
|
(4,592
|
)
|
|
$
|
(58,234
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
108
|
|
|
(1,285
|
)
|
|
209
|
|
|
(968
|
)
|
|
9,085
|
|
|
(421
|
)
|
|
7,696
|
|
|||||||
Amounts reclassified from accumulated other comprehensive income
|
|
(29
|
)
|
|
595
|
|
|
393
|
|
|
959
|
|
|
8,853
|
|
|
—
|
|
|
9,812
|
|
|||||||
Other comprehensive income (loss) before tax
|
|
79
|
|
|
(690
|
)
|
|
602
|
|
|
(9
|
)
|
|
17,938
|
|
|
(421
|
)
|
|
17,508
|
|
|||||||
Deferred taxes on current period activity
|
|
18
|
|
|
(159
|
)
|
|
136
|
|
|
(5
|
)
|
|
4,741
|
|
|
—
|
|
|
4,736
|
|
|||||||
Other comprehensive income (loss) after tax
|
|
61
|
|
|
(531
|
)
|
|
466
|
|
|
(4
|
)
|
|
13,197
|
|
|
(421
|
)
|
|
12,772
|
|
|||||||
Balance at December 31, 2019
|
|
$
|
1,324
|
|
|
$
|
(452
|
)
|
|
$
|
25
|
|
|
$
|
897
|
|
|
$
|
(41,346
|
)
|
|
$
|
(5,013
|
)
|
|
$
|
(45,462
|
)
|
(Shares in thousands)
|
|
Number of
SARs
|
|
Weighted-
average
Exercise
Price Per
Share
|
|
Aggregate
Intrinsic
Value (thousands)
|
|
Weighted-
average
Remaining
Term (Years)
|
|||||
Outstanding at December 31, 2018
|
|
379
|
|
|
$
|
33.01
|
|
|
|
|
|
||
Granted
|
|
73
|
|
|
58.30
|
|
|
|
|
|
|||
Exercised
|
|
(196
|
)
|
|
26.71
|
|
|
$
|
6,730
|
|
|
|
|
Cancelled
|
|
(6
|
)
|
|
49.93
|
|
|
|
|
|
|||
Outstanding at December 31, 2019
|
|
250
|
|
|
44.95
|
|
|
$
|
3,631
|
|
|
4.8
|
|
Vested and expected to vest as of December 31, 2019
|
|
250
|
|
|
44.95
|
|
|
3,631
|
|
|
4.8
|
||
Exercisable at December 31, 2019
|
|
72
|
|
|
37.70
|
|
|
1,557
|
|
|
3.8
|
(Shares in thousands)
|
|
Number of
SARs
|
|
Weighted-
average
Grant
Date
Fair Value
|
|||
Nonvested as of December 31, 2018
|
|
319
|
|
|
$
|
10.33
|
|
Granted
|
|
73
|
|
|
17.76
|
|
|
Vested
|
|
(208
|
)
|
|
9.02
|
|
|
Cancelled
|
|
(6
|
)
|
|
15.35
|
|
|
Nonvested as of December 31, 2019
|
|
178
|
|
|
$
|
14.72
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Risk-free interest rate
|
|
2.47
|
%
|
|
2.58
|
%
|
|
1.92
|
%
|
Dividend yield
|
|
0.7
|
%
|
|
0.8
|
%
|
|
1.1
|
%
|
Volatility
|
|
31.7
|
%
|
|
31.9
|
%
|
|
34.0
|
%
|
Expected lives (in years)
|
|
5.2
|
|
|
5.5
|
|
|
5.6
|
|
(Shares in thousands)
|
|
Number of
Shares
|
|
Weighted-
average
Grant Date
Fair Value
|
|||
Outstanding at December 31, 2018
|
|
130
|
|
|
$
|
38.99
|
|
Granted
|
|
70
|
|
|
58.33
|
|
|
Vested
|
|
(44
|
)
|
|
27.52
|
|
|
Forfeited
|
|
(11
|
)
|
|
52.15
|
|
|
Outstanding at December 31, 2019
|
|
145
|
|
|
$
|
50.79
|
|
(Shares in thousands)
|
|
Number of
Shares |
|
Weighted-
average Grant Date Fair Value |
|||
Outstanding at December 31, 2018
|
|
202
|
|
|
$
|
35.76
|
|
Granted
|
|
56
|
|
|
69.84
|
|
|
Vested
|
|
(83
|
)
|
|
22.77
|
|
|
Forfeited
|
|
(6
|
)
|
|
58.93
|
|
|
Outstanding at December 31, 2019
|
|
169
|
|
|
$
|
52.74
|
|
(Shares in thousands)
|
|
Number of
Shares
|
|
Weighted-
average
Grant Date
Fair Value
|
|||
Outstanding at December 31, 2018
|
|
152
|
|
|
$
|
23.55
|
|
Granted
|
|
13
|
|
|
66.35
|
|
|
Distributed
|
|
(57
|
)
|
|
63.81
|
|
|
Outstanding at December 31, 2019
|
|
108
|
|
|
$
|
56.02
|
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
(Thousands)
|
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Other
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation investments
|
|
$
|
3,391
|
|
|
$
|
3,391
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
188
|
|
|
—
|
|
|
188
|
|
|
—
|
|
||||
Precious metal swaps
|
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
||||
Copper swaps
|
|
61
|
|
|
—
|
|
|
61
|
|
|
—
|
|
||||
Total
|
|
$
|
3,675
|
|
|
$
|
3,391
|
|
|
$
|
284
|
|
|
$
|
—
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liability
|
|
$
|
3,391
|
|
|
$
|
3,391
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
211
|
|
|
—
|
|
|
211
|
|
|
—
|
|
||||
Precious metal swaps
|
|
623
|
|
|
—
|
|
|
623
|
|
|
—
|
|
||||
Copper swaps
|
|
28
|
|
|
—
|
|
|
28
|
|
|
—
|
|
||||
Total
|
|
$
|
4,253
|
|
|
$
|
3,391
|
|
|
$
|
862
|
|
|
$
|
—
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation investments
|
|
$
|
2,156
|
|
|
$
|
2,156
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
246
|
|
|
—
|
|
|
246
|
|
|
—
|
|
||||
Precious metal swaps
|
|
237
|
|
|
—
|
|
|
237
|
|
|
—
|
|
||||
Total
|
|
$
|
2,639
|
|
|
$
|
2,156
|
|
|
$
|
483
|
|
|
$
|
—
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liability
|
|
$
|
2,156
|
|
|
$
|
2,156
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
432
|
|
|
—
|
|
|
432
|
|
|
—
|
|
||||
Precious metal swaps
|
|
135
|
|
|
—
|
|
|
135
|
|
|
—
|
|
||||
Copper swaps
|
|
569
|
|
|
—
|
|
|
569
|
|
|
—
|
|
||||
Total
|
|
$
|
3,292
|
|
|
$
|
2,156
|
|
|
$
|
1,136
|
|
|
$
|
—
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
(Thousands)
|
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value
|
||||||||
Foreign currency forward contracts
|
|
|
|
|
|
|
|
|
||||||||
Prepaid expenses
|
|
$
|
13,734
|
|
|
$
|
95
|
|
|
$
|
8,767
|
|
|
$
|
244
|
|
Other liabilities and accrued items
|
|
5,757
|
|
|
16
|
|
|
8,771
|
|
|
249
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
(Thousands)
|
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value
|
||||||||
Prepaid expenses
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts - yen
|
|
$
|
1,025
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts - euro
|
|
3,466
|
|
|
83
|
|
|
725
|
|
|
2
|
|
||||
Precious metal swaps
|
|
1,116
|
|
|
34
|
|
|
4,533
|
|
|
237
|
|
||||
Copper swaps
|
|
1,951
|
|
|
61
|
|
|
—
|
|
|
—
|
|
||||
|
|
7,558
|
|
|
188
|
|
|
5,258
|
|
|
239
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other assets
|
|
|
|
|
|
|
|
|
||||||||
Precious metal swaps
|
|
157
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other liabilities and accrued items
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts - yen
|
|
2,355
|
|
|
12
|
|
|
1,264
|
|
|
17
|
|
||||
Foreign currency forward contracts - euro
|
|
15,686
|
|
|
183
|
|
|
19,158
|
|
|
166
|
|
||||
Precious metal swaps
|
|
7,034
|
|
|
618
|
|
|
2,864
|
|
|
135
|
|
||||
Copper swaps
|
|
1,266
|
|
|
28
|
|
|
11,170
|
|
|
569
|
|
||||
|
|
26,341
|
|
|
841
|
|
|
34,456
|
|
|
887
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other long-term liabilities
|
|
|
|
|
|
|
|
|
||||||||
Precious metal swaps
|
|
149
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
$
|
34,205
|
|
|
$
|
657
|
|
|
$
|
39,714
|
|
|
$
|
648
|
|
(Thousands)
|
|
|
|
2019
|
||
Hedging relationship
|
|
Line item
|
|
|
||
Foreign currency forward contracts
|
|
Net sales
|
|
$
|
(29
|
)
|
Precious metal swaps
|
|
Cost of sales
|
|
595
|
|
|
Copper swaps
|
|
Cost of sales
|
|
393
|
|
|
Total
|
|
|
|
$
|
959
|
|
(Thousands)
|
|
2019
|
|
2018
|
||||
Reserve balance at beginning of year
|
|
$
|
6,521
|
|
|
$
|
6,499
|
|
Expensed
|
|
482
|
|
|
718
|
|
||
Paid
|
|
(1,066
|
)
|
|
(696
|
)
|
||
Reserve balance at end of year
|
|
$
|
5,937
|
|
|
$
|
6,521
|
|
Ending balance recorded in:
|
|
|
|
|
||||
Other liabilities and accrued items
|
|
$
|
982
|
|
|
$
|
1,168
|
|
Other long-term liabilities
|
|
4,955
|
|
|
5,353
|
|
|
|
2019
|
||||||||||||||||||
(Thousands except per share amounts)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
Net sales
|
|
$
|
301,441
|
|
|
$
|
297,843
|
|
|
$
|
305,979
|
|
|
$
|
280,161
|
|
|
$
|
1,185,424
|
|
Gross margin
|
|
69,312
|
|
|
69,594
|
|
|
65,231
|
|
|
55,007
|
|
|
259,144
|
|
|||||
Percent of net sales
|
|
23.0
|
%
|
|
23.4
|
%
|
|
21.3
|
%
|
|
19.6
|
%
|
|
21.9
|
%
|
|||||
Net income(1)
|
|
$
|
16,906
|
|
|
$
|
15,540
|
|
|
$
|
3,463
|
|
|
$
|
14,751
|
|
|
$
|
50,660
|
|
Net income per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.83
|
|
|
$
|
0.76
|
|
|
$
|
0.17
|
|
|
$
|
0.72
|
|
|
$
|
2.49
|
|
Diluted
|
|
0.82
|
|
|
0.75
|
|
|
0.17
|
|
|
0.71
|
|
|
2.45
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
2018
|
||||||||||||||||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
Net sales
|
|
$
|
303,467
|
|
|
$
|
309,085
|
|
|
$
|
297,193
|
|
|
$
|
298,070
|
|
|
$
|
1,207,815
|
|
Gross margin
|
|
58,280
|
|
|
61,838
|
|
|
64,935
|
|
|
66,052
|
|
|
251,105
|
|
|||||
Percent of net sales
|
|
19.2
|
%
|
|
20.0
|
%
|
|
21.8
|
%
|
|
22.2
|
%
|
|
20.8
|
%
|
|||||
Net income (loss)
|
|
$
|
10,564
|
|
|
$
|
11,144
|
|
|
$
|
19,966
|
|
|
$
|
(20,828
|
)
|
|
$
|
20,846
|
|
Net income (loss) per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic(2)
|
|
$
|
0.52
|
|
|
$
|
0.55
|
|
|
$
|
0.99
|
|
|
$
|
(1.03
|
)
|
|
$
|
1.03
|
|
Diluted(2)(3)
|
|
0.51
|
|
|
0.54
|
|
|
0.97
|
|
|
(1.03
|
)
|
|
1.01
|
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 9B.
|
OTHER INFORMATION
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
|
Age
|
|
Positions and Offices Held
|
Jugal K. Vijayvargiya
|
|
51
|
|
President and Chief Executive Officer (March 2017-Present); President Delphi Electronics and Safety, a global technology solutions provider to the automotive and transportation sectors (prior to March 2017)
|
Joseph P. Kelley
|
|
47
|
|
Vice President, Finance and Chief Financial Officer
|
Gregory R. Chemnitz
|
|
62
|
|
Vice President, General Counsel and Secretary (January 2017-Present); Vice President, General Counsel (prior to January 2017)
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
1. Financial Statements and Supplemental Information
|
(a)
|
2. Financial Statement Schedules
|
(a)
|
3. Exhibits
|
3.1
|
|
Amended and Restated Articles of Incorporation of Materion Corporation (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the period ended on June 27, 2014), incorporated herein by reference.
|
3.2
|
|
Amended and Restated Code of Regulations (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 27, 2014), incorporated herein by reference.
|
4.1#
|
|
|
4.2
|
|
Third Amended and Restated Credit Agreement, dated September 24, 2019, by and among Materion Corporation, Materion Netherlands B.V., the other foreign borrowers from time to time party thereto, the financial institutions from time to time party thereto as lenders, JPMorgan Chase Bank, N.A. as administrative agent, Wells Fargo Bank, National Association and Bank of America, N.A., as co-syndication agents, and KeyBank National Association, as documentation agent (filed as Exhibit 10.1 to the Company's 8-K filed on September 30, 2019) incorporated herein by reference.
|
|
|
Pursuant to Regulation S-K, Item 601(b)(4), the Company agrees to furnish to the Securities and Exchange Commission, upon its request, a copy of the instruments defining the rights of holders of long-term debt of the Company that are not being filed with this report.
|
10.1
|
|
Metals Consignment Agreement, dated as of August 27, 2019, among Materion Corporation, certain of its subsidiaries and Bank of Montreal (filed as Exhibit 10.1 to the Company's Form 8-K Filed on August 29, 2019), incorporated herein by reference.
|
10.2
|
|
The Bank of Nova Scotia Consignment Agreement with Materion Advanced Materials Germany GMBH dated as of February 28, 2017 (filed as Exhibit 99.1 to the Company's Form 8-K filed on March 1, 2017), incorporated herein by reference.
|
10.3
|
|
Form of Indemnification Agreement entered into by the Company and its executive officers (filed as Exhibit 10a to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008), incorporated herein by reference.
|
10.4
|
|
Form of Indemnification Agreement entered into by the Company and its directors (filed as Exhibit 10b to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008), incorporated herein by reference.
|
10.5*
|
|
Amended and Restated Form of Severance Agreement for Executive Officers (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 27, 2008), incorporated herein by reference.
|
10.6*
|
|
Amendment No. 1 to Amended and Restated Severance Agreement, dated May 4, 2011 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended July 1, 2011), incorporated herein by reference.
|
10.7*
|
|
Amended and Restated Form of Severance Agreement for Key Employees (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 27, 2008), incorporated herein by reference.
|
10.8*
|
|
Form of Severance Agreement for Key Employees (filed as Exhibit 10f to the Company's Annual Report on Form 10-K for the year ended December 31, 2015), incorporated herein by reference.
|
10.9*
|
|
Severance Agreement for Jugal Vijayvargiya dated as of March 3, 2017 (filed as Exhibit 10.2 to the Company's Form 8-K filed on March 3, 2017), incorporated herein by reference.
|
10.10*
|
|
CEO Offer Letter for Jugal Vijayvargiya dated as of March 1, 2017 (filed as Exhibit 10.1 to the Company's Form 8-K filed on March 3, 2017), incorporated herein by reference.
|
10.11*
|
|
Form of Trust Agreement between the Company and Key Trust Company of Ohio, N.A. (formerly Ameritrust Company National Association) on behalf of the Company’s executive officers (filed as Exhibit 10e to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994), incorporated herein by reference.
|
10.12#*
|
|
|
10.13*
|
|
Materion Corporation 2006 Stock Incentive Plan (as Amended and Restated as of May 3, 2017) (filed as Exhibit 4.3 to the Registration Statement on Form S-8 (Registration No. 333-217633), incorporated herein by reference.
|
10.14*
|
|
Form of 2016 Restricted Stock Units Agreement (Cash-settled) (filed as Exhibit 10t to the Company's Annual Report on Form 10-K for the year ended December 31, 2015), incorporated herein by reference.
|
10.15*
|
|
Form of 2016 Restricted Stock Units Agreement (Stock-settled) (filed as Exhibit 10u to the Company's Annual Report on Form 10-K for the year ended December 31, 2015), incorporated herein by reference.
.
|
10.16*
|
|
Form of 2016 Performance-Based Restricted Stock Units (Cash-settled) (filed as Exhibit 10v to the Company's Annual Report on Form 10-K for the year ended December 31, 2015), incorporated herein by reference.
.
|
10.17*
|
|
Form of 2016 Performance-Based Restricted Stock Units (Stock-settled) (filed as Exhibit 10w to the Company's Annual Report on Form 10-K for the year ended December 31, 2015), incorporated herein by reference.
.
|
10.18*
|
|
Form of 2010 Stock Appreciation Rights Agreement (filed as Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009), incorporated herein by reference.
|
10.19*
|
|
Form of 2016 Stock Appreciation Rights Agreement (filed as Exhibit 10ad to the Company's Annual Report on Form 10-K for the year ended December 31, 2015), incorporated herein by reference.
.
|
10.20*
|
|
Materion Corporation Supplemental Retirement Benefit Plan (filed as Exhibit 10.1 to the Company’s Form 8-K filed on September 19, 2011), incorporated herein by reference.
|
10.21*
|
|
Amendment No. 1 to the Supplemental Retirement Benefit Plan (filed as Exhibit 10al to the Company's Annual Report on Form 10-K for the year ended December 31, 2012), incorporated herein by reference.
|
10.22*
|
|
Amendment No. 2 to the Supplemental Retirement Benefit Plan (filed as Exhibit 10ah to the Company's Annual Report on Form 10-K for the year ended December 31, 2013), incorporated herein by reference.
|
10.23*
|
|
Materion Corporation 2006 Non-employee Director Equity Plan (as Amended and Restated as of May 3, 2017) (filed as Exhibit 4.3 to the Registration Statement on Form S-8 (Registration No. 333-217618), incorporated herein by reference.
|
10.24*
|
|
Amended and Restated Executive Deferred Compensation Plan II (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 28, 2008), incorporated herein by reference.
|
10.25*
|
|
Amendment No. 1 to the Amended and Restated Executive Deferred Compensation Plan II (filed as Exhibit 10bf to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008), incorporated herein by reference.
|
10.26*
|
|
Amendment No. 2 to the Amended and Restated Executive Deferred Compensation Plan II (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended July 3, 2009), incorporated herein by reference.
|
10.27*
|
|
Amendment No. 3 to the Amended and Restated Executive Deferred Compensation Plan II, dated July 6, 2011 (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended July 1, 2011), incorporated herein by reference.
|
10.28*
|
|
Materion Corporation Restoration & Deferred Compensation Plan, dated March 4, 2015 (filed as Exhibit 10.1 to the Company's Form 8-K filed on March 10, 2015), incorporated herein by reference.
|
10.29*
|
|
Trust Agreement between the Company and Fidelity Investments dated September 26, 2006 for certain deferred compensation plans for Non-employee Directors of the Company (filed as Exhibit 99.4 to the Current Report on Form 8-K filed by the Company on September 29, 2006), incorporated herein by reference.
|
10.30*
|
|
Trust Agreement between the Company and Fidelity Management Trust Company, dated June 25, 2009 relating to the Executive Deferred Compensation Plan II (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended July 3, 2009), incorporated herein by reference.
|
10.31*
|
|
Form of 2018 Non-Employee Directors Restricted Stock Unit Agreement (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 29, 2018), incorporated herein by reference.
|
10.32*
|
|
Form of 2018 Restricted Stock Unit Agreement covering grants made in 2018 and 2019 (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 30, 2018), incorporated herein by reference.
|
10.33*
|
|
Form of 2018 Performance-Based Restricted Stock Unit Agreement covering grants made in 2018 and 2019 (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended March 30, 2018), incorporated herein by reference.
|
(21)#
|
|
|
(23)#
|
|
|
(24)#
|
|
(31.1)#
|
|
|
(31.2)#
|
|
|
(32)#
|
|
|
(95)#
|
|
(101.INS)#
|
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
(101.SCH)#
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
(101.CAL)#
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
(101.DEF)#
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
(101.LAB)#
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
(101.PRE)#
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
(104)#
|
|
Cover Page Interactive Data File (formatted in Inline XBRL and contained in the Exhibit 101 attachments)
|
*
|
|
Denotes a compensatory plan or arrangement.
|
#
|
|
Filed or furnished herewith.
|
Item 16.
|
FORM 10-K SUMMARY
|
MATERION CORPORATION
|
|||
|
|
|
|
By:
|
|
/s/ Jugal K. Vijayvargiya
|
|
|
|
Jugal K. Vijayvargiya
|
|
|
|
President and Chief Executive Officer
|
/s/ Jugal K. Vijayvargiya
|
|
President and Chief Executive Officer and Director (Principal Executive Officer)
|
|
February 13, 2020
|
Jugal K. Vijayvargiya
|
|
|
||
|
|
|
|
|
/s/ Joseph P. Kelley
|
|
Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
February 13, 2020
|
Joseph P. Kelley
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
February 13, 2020
|
Vinod M. Khilnani
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 13, 2020
|
Emily M. Liggett
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 13, 2020
|
Robert J. Phillippy
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 13, 2020
|
Patrick Prevost
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 13, 2020
|
N. Mohan Reddy
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 13, 2020
|
Craig S. Shular
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 13, 2020
|
Darlene J. S. Solomon
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 13, 2020
|
Robert B. Toth
|
|
|
|
*
|
Joseph P. Kelley, by signing his name hereto, does sign and execute this report on behalf of each of the above-named officers and directors of Materion Corporation, pursuant to Powers of Attorney executed by each such officer and director filed with the Securities and Exchange Commission.
|
|
|
By:
|
|
/s/ Joseph P. Kelley
|
|
|
|
|
Joseph P. Kelley
|
February 13, 2020
|
|
|
|
Attorney-in-Fact
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
(Thousands)
|
|
Balance at Beginning of Period
|
|
ADDITIONS
|
|
Deduction
|
|
Balance at End
of Period
|
||||||||||||
|
Charged to Costs
and Expenses
|
|
Charged to Other
Accounts
|
|
||||||||||||||||
Year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts receivable
|
|
$
|
616
|
|
|
$
|
(39
|
)
|
|
$
|
—
|
|
|
$
|
185
|
|
(A)
|
$
|
392
|
|
Inventory reserves and obsolescence
|
|
12,026
|
|
|
2,238
|
|
|
—
|
|
|
735
|
|
(B)
|
13,529
|
|
|||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts receivable
|
|
$
|
640
|
|
|
$
|
271
|
|
|
$
|
—
|
|
|
$
|
295
|
|
(A)
|
$
|
616
|
|
Inventory reserves and obsolescence
|
|
13,176
|
|
|
3,341
|
|
|
—
|
|
|
4,491
|
|
(B)
|
12,026
|
|
|||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts receivable
|
|
$
|
857
|
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
301
|
|
(A)
|
$
|
640
|
|
Inventory reserves and obsolescence
|
|
14,407
|
|
|
3,521
|
|
|
—
|
|
|
4,752
|
|
(B)
|
13,176
|
|
Name of Subsidiary
|
State or Country of Incorporation
|
Aerospace Metal Composites Limited
|
England
|
Egbert Corp.
|
Ohio
|
Materion Advanced Chemicals Inc.
|
Wisconsin
|
Materion Advanced Materials Technologies and Services Netherlands BV
|
Netherlands
|
Materion Advanced Materials Technologies and Services Suzhou Ltd.
|
China
|
Materion Advanced Materials Technologies and Services Corp.
|
New Mexico
|
Materion Singapore PTE. Ltd.
|
Singapore
|
Materion Advanced Materials Technologies and Services Inc.
|
New York
|
Materion Taiwan Co. Ltd.
|
Taiwan
|
Materion Advanced Materials Germany GmbH
|
Germany
|
Materion Japan Ltd.
|
Japan
|
Materion Brush (Singapore) PTE Ltd.
|
Singapore
|
Materion Brush GmbH
|
Germany
|
Materion Brush Inc.
|
Ohio
|
Materion Brush Singapore Shanghai
|
China
|
Materion Brush Singapore India SRO
|
India
|
Materion Brush Ltd.
|
England
|
Materion Czech S.R.O.
|
Czech Republic
|
Materion Ireland Holdings Ltd.
|
Ireland
|
Materion Ireland Ltd.
|
Ireland
|
Materion Large Area Coatings LLC
|
Delaware
|
Materion Natural Resources Inc.
|
Utah
|
Materion Korea Ltd.
|
Korea
|
Materion Precision Optics (Shanghai) Limited
|
China
|
Materion UK Limited
|
England
|
Materion Precision Optics and Thin Film Coatings Inc.
|
Massachusetts
|
Materion Services Inc.
|
Ohio
|
Materion Technical Materials Inc.
|
Ohio
|
Materion Advanced Materials Technologies and Services Far East Philippines PTD LTD.
|
Philippines
|
EIS Optics Limited Taiwan
|
Taiwan
|
(1)
|
Registration Statement Number 333-88994 on Form S-8 dated May 24, 2002;
|
(2)
|
Registration Statement Number 333-127130 on Form S-8 dated August 3, 2005;
|
(3)
|
Registration Statement Number 333-133428 on Form S-8 dated April 20, 2006;
|
(4)
|
Registration Statement Number 333-133429 on Form S-8 dated April 20, 2006;
|
(5)
|
Registration Statement Number 333-145149 on Form S-8 dated August 6, 2007;
|
(6)
|
Registration Statement Number 333-173915 on Form S-8 dated May 4, 2011;
|
(7)
|
Registration Statement Number 333-173916 on Form S-8 dated May 4, 2011;
|
(8)
|
Registration Statement Number 333-173917 on Form S-8 dated May 4, 2011;
|
(9)
|
Registration Statement Number 333-195761 on Form S-8 dated May 7, 2014;
|
(10)
|
Registration Statement Number 333-195762 on Form S-8 dated May 7, 2014;
|
(11)
|
Registration Statement Number 333-217633 on Form S-8 dated May 3, 2017; and
|
(12)
|
Registration Statement Number 333-217618 on Form S-8 dated May 3, 2017.
|
/s/ JUGAL K. VIJAYVARGIYA
|
|
|
Jugal K. Vijayvargiya, President,
|
|
|
Chief Executive Officer and Director
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ JOSEPH P. KELLEY
|
|
|
Joseph P. Kelley, Vice President, Finance
|
|
|
and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
/s/ VINOD M. KHILNANI
|
|
|
Vinod M. Khilnani, Director
|
|
|
|
|
|
/s/ EMILY M. LIGGETT
|
|
/s/ CRAIG S. SHULAR
|
Emily M. Liggett, Director
|
|
Craig S. Shular, Director
|
|
|
|
/s/ ROBERT J. PHILLIPPY
|
|
/s/ DARLENE J. S. SOLOMON
|
Robert J. Phillippy, Director
|
|
Darlene J. S. Solomon, Director
|
|
|
|
/s/ PATRICK PREVOST
|
|
/s/ ROBERT B. TOTH
|
Patrick Prevost, Director
|
|
Robert B. Toth, Director
|
|
|
|
/s/ N. MOHAN REDDY
|
|
|
N. Mohan Reddy, Director
|
|
|
1)
|
I have reviewed this annual report on Form 10-K 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/ Jugal K. Vijayvargiya
|
Dated: February 13, 2020
|
|
Jugal K. Vijayvargiya
|
|
|
President and Chief Executive Officer
|
|
|
|
1)
|
I have reviewed this annual report on Form 10-K 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.
|
|
|
|
Dated: February 13, 2020
|
|
/s/ Joseph P. Kelley
|
|
|
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/ Jugal K. Vijayvargiya
|
Jugal K. Vijayvargiya
|
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
|
0
|
|
|
(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
|
|
$605
|
|
(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
|
|