QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Ohio
|
|
34-1919973
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, no par value
|
MTRN
|
New York Stock Exchange
|
|
|
First Quarter Ended
|
||||||
(Thousands, except per share amounts)
|
|
March 27, 2020
|
|
March 29, 2019
|
||||
Net sales
|
|
$
|
277,946
|
|
|
$
|
301,441
|
|
Cost of sales
|
|
232,371
|
|
|
232,129
|
|
||
Gross margin
|
|
45,575
|
|
|
69,312
|
|
||
Selling, general, and administrative expense
|
|
30,744
|
|
|
40,064
|
|
||
Research and development expense
|
|
4,185
|
|
|
3,740
|
|
||
Goodwill impairment charges
|
|
9,053
|
|
|
—
|
|
||
Held-for-sale impairment charges
|
|
1,713
|
|
|
—
|
|
||
Restructuring expense
|
|
2,164
|
|
|
—
|
|
||
Other—net
|
|
2,279
|
|
|
4,121
|
|
||
Operating (loss) profit
|
|
(4,563
|
)
|
|
21,387
|
|
||
Other non-operating (income) expense—net
|
|
(944
|
)
|
|
245
|
|
||
Interest expense—net
|
|
246
|
|
|
466
|
|
||
(Loss) Income before income taxes
|
|
(3,865
|
)
|
|
20,676
|
|
||
Income tax (benefit) expense
|
|
(762
|
)
|
|
3,770
|
|
||
Net (loss) income
|
|
$
|
(3,103
|
)
|
|
$
|
16,906
|
|
Basic earnings per share:
|
|
|
|
|
||||
Net (loss) income per share of common stock
|
|
$
|
(0.15
|
)
|
|
$
|
0.83
|
|
Diluted earnings per share:
|
|
|
|
|
||||
Net (loss) income per share of common stock
|
|
$
|
(0.15
|
)
|
|
$
|
0.82
|
|
Weighted-average number of shares of common stock outstanding:
|
|
|
|
|
||||
Basic
|
|
20,384
|
|
|
20,267
|
|
||
Diluted
|
|
20,384
|
|
|
20,606
|
|
|
|
First Quarter Ended
|
||||||
|
|
March 27,
|
|
March 29,
|
||||
(Thousands)
|
|
2020
|
|
2019
|
||||
Net (loss) income
|
|
$
|
(3,103
|
)
|
|
$
|
16,906
|
|
Other comprehensive (loss) income:
|
|
|
|
|
||||
Foreign currency translation adjustment
|
|
(873
|
)
|
|
(503
|
)
|
||
Derivative and hedging activity, net of tax
|
|
(854
|
)
|
|
927
|
|
||
Pension and post-employment benefit adjustment, net of tax
|
|
16
|
|
|
540
|
|
||
Other comprehensive (loss) income
|
|
(1,711
|
)
|
|
964
|
|
||
Comprehensive (loss) income
|
|
$
|
(4,814
|
)
|
|
$
|
17,870
|
|
|
|
(Unaudited)
|
|
|
||||
|
|
March 27,
|
|
Dec. 31,
|
||||
(Thousands)
|
|
2020
|
|
2019
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
107,576
|
|
|
$
|
125,007
|
|
Accounts receivable, net
|
|
138,803
|
|
|
154,751
|
|
||
Inventories, net
|
|
204,702
|
|
|
190,390
|
|
||
Prepaid and other current assets
|
|
20,515
|
|
|
21,839
|
|
||
Assets held for sale
|
|
7,188
|
|
|
—
|
|
||
Total current assets
|
|
478,784
|
|
|
491,987
|
|
||
Deferred income taxes
|
|
1,648
|
|
|
1,666
|
|
||
Property, plant, and equipment
|
|
910,050
|
|
|
916,965
|
|
||
Less allowances for depreciation, depletion, and amortization
|
|
(675,074
|
)
|
|
(684,689
|
)
|
||
Property, plant, and equipment—net
|
|
234,976
|
|
|
232,276
|
|
||
Operating lease, right-of-use assets
|
|
36,465
|
|
|
23,413
|
|
||
Intangible assets
|
|
5,972
|
|
|
6,380
|
|
||
Other assets
|
|
18,399
|
|
|
17,937
|
|
||
Goodwill
|
|
69,832
|
|
|
79,011
|
|
||
Total Assets
|
|
$
|
846,076
|
|
|
$
|
852,670
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Short-term debt
|
|
$
|
877
|
|
|
$
|
868
|
|
Accounts payable
|
|
54,145
|
|
|
43,206
|
|
||
Salaries and wages
|
|
18,820
|
|
|
41,167
|
|
||
Other liabilities and accrued items
|
|
32,920
|
|
|
32,477
|
|
||
Income taxes
|
|
1,387
|
|
|
1,342
|
|
||
Unearned revenue
|
|
2,317
|
|
|
3,380
|
|
||
Liabilities held for sale
|
|
3,204
|
|
|
—
|
|
||
Total current liabilities
|
|
113,670
|
|
|
122,440
|
|
||
Other long-term liabilities
|
|
10,575
|
|
|
11,560
|
|
||
Operating lease liabilities
|
|
32,374
|
|
|
18,091
|
|
||
Finance lease liabilities
|
|
16,652
|
|
|
17,424
|
|
||
Retirement and post-employment benefits
|
|
31,444
|
|
|
32,466
|
|
||
Unearned income
|
|
39,091
|
|
|
32,891
|
|
||
Long-term income taxes
|
|
3,480
|
|
|
3,451
|
|
||
Deferred income taxes
|
|
1,186
|
|
|
2,410
|
|
||
Long-term debt
|
|
1,126
|
|
|
1,260
|
|
||
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 at March 27 and December 31)
|
|
253,967
|
|
|
249,674
|
|
||
Retained earnings
|
|
584,505
|
|
|
589,888
|
|
||
Common stock in treasury
|
|
(198,311
|
)
|
|
(186,845
|
)
|
||
Accumulated other comprehensive loss
|
|
(47,173
|
)
|
|
(45,462
|
)
|
||
Other equity
|
|
3,490
|
|
|
3,422
|
|
||
Total shareholders' equity
|
|
596,478
|
|
|
610,677
|
|
||
Total Liabilities and Shareholders’ Equity
|
|
$
|
846,076
|
|
|
$
|
852,670
|
|
|
|
Three Months Ended
|
||||||
|
|
March 27,
|
|
March 29,
|
||||
(Thousands)
|
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(3,103
|
)
|
|
$
|
16,906
|
|
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
|
|
|
|
|
||||
Depreciation, depletion, and amortization
|
|
14,274
|
|
|
9,067
|
|
||
Amortization of deferred financing costs in interest expense
|
|
182
|
|
|
236
|
|
||
Stock-based compensation expense (non-cash)
|
|
1,492
|
|
|
1,547
|
|
||
Deferred income tax (benefit) expense
|
|
(1,227
|
)
|
|
371
|
|
||
Held-for-sale impairment charges
|
|
10,766
|
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Decrease (increase) in accounts receivable
|
|
11,049
|
|
|
(14,698
|
)
|
||
Decrease (increase) in inventory
|
|
(16,723
|
)
|
|
(9,561
|
)
|
||
Decrease (increase) in prepaid and other current assets
|
|
1,127
|
|
|
(556
|
)
|
||
Increase (decrease) in accounts payable and accrued expenses
|
|
(13,002
|
)
|
|
(16,030
|
)
|
||
Increase (decrease) in unearned revenue
|
|
(938
|
)
|
|
(724
|
)
|
||
Increase (decrease) in interest and taxes payable
|
|
368
|
|
|
2,525
|
|
||
Domestic pension plan contributions
|
|
—
|
|
|
(1,500
|
)
|
||
Other-net
|
|
4,865
|
|
|
(200
|
)
|
||
Net cash provided by (used in) operating activities
|
|
9,130
|
|
|
(12,617
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Payments for purchase of property, plant, and equipment
|
|
(14,789
|
)
|
|
(8,027
|
)
|
||
Payments for mine development
|
|
—
|
|
|
(1,352
|
)
|
||
Proceeds from sale of property, plant, and equipment
|
|
10
|
|
|
58
|
|
||
Net cash used in investing activities
|
|
(14,779
|
)
|
|
(9,321
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Repayment of long-term debt
|
|
(142
|
)
|
|
(197
|
)
|
||
Principal payments under finance lease obligations
|
|
(233
|
)
|
|
(298
|
)
|
||
Cash dividends paid
|
|
(2,245
|
)
|
|
(2,125
|
)
|
||
Repurchase of common stock
|
|
(6,766
|
)
|
|
(199
|
)
|
||
Payments of withholding taxes for stock-based compensation awards
|
|
(2,015
|
)
|
|
(3,978
|
)
|
||
Net cash used in financing activities
|
|
(11,401
|
)
|
|
(6,797
|
)
|
||
Effects of exchange rate changes
|
|
(381
|
)
|
|
(46
|
)
|
||
Net change in cash and cash equivalents
|
|
(17,431
|
)
|
|
(28,781
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
125,007
|
|
|
70,645
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
107,576
|
|
|
$
|
41,864
|
|
|
Common Shares
|
|
Shareholders' Equity
|
||||||||||||||||||||||||||
(Thousands, except per share amounts)
|
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 December 31, 2018
|
20,242
|
|
|
(6,906
|
)
|
|
$
|
234,704
|
|
|
$
|
548,374
|
|
|
$
|
(175,426
|
)
|
|
$
|
(58,234
|
)
|
|
$
|
4,488
|
|
|
$
|
553,906
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
16,906
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,906
|
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
964
|
|
|
—
|
|
|
964
|
|
||||||
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
(179
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(179
|
)
|
||||||
Cash dividends declared ($0.105 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,125
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,125
|
)
|
||||||
Stock-based compensation activity
|
192
|
|
|
192
|
|
|
6,759
|
|
|
(35
|
)
|
|
(5,177
|
)
|
|
—
|
|
|
—
|
|
|
1,547
|
|
||||||
Payments of withholding taxes for stock-based compensation awards
|
(75
|
)
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
(3,978
|
)
|
|
—
|
|
|
—
|
|
|
(3,978
|
)
|
||||||
Repurchase of shares
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(199
|
)
|
|
—
|
|
|
—
|
|
|
(199
|
)
|
||||||
Directors’ deferred compensation
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
50
|
|
|
35
|
|
||||||
Balance at March 29, 2019
|
20,354
|
|
|
(6,794
|
)
|
|
$
|
241,480
|
|
|
$
|
562,941
|
|
|
$
|
(184,812
|
)
|
|
$
|
(57,270
|
)
|
|
$
|
4,538
|
|
|
$
|
566,877
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2019
|
20,404
|
|
|
(6,744
|
)
|
|
$
|
249,674
|
|
|
$
|
589,888
|
|
|
$
|
(186,845
|
)
|
|
$
|
(45,462
|
)
|
|
$
|
3,422
|
|
|
$
|
610,677
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,103
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,103
|
)
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,711
|
)
|
|
—
|
|
|
(1,711
|
)
|
||||||
Cash dividends declared ($0.11 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,245
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,245
|
)
|
||||||
Stock-based compensation activity
|
99
|
|
|
99
|
|
|
4,262
|
|
|
(35
|
)
|
|
(2,643
|
)
|
|
—
|
|
|
—
|
|
|
1,584
|
|
||||||
Payments of withholding taxes for stock-based compensation awards
|
(36
|
)
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
(2,015
|
)
|
|
—
|
|
|
—
|
|
|
(2,015
|
)
|
||||||
Repurchase of shares
|
(158
|
)
|
|
(158
|
)
|
|
—
|
|
|
—
|
|
|
(6,766
|
)
|
|
—
|
|
|
—
|
|
|
(6,766
|
)
|
||||||
Directors’ deferred compensation
|
1
|
|
|
1
|
|
|
31
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
68
|
|
|
57
|
|
||||||
Balance at March 27, 2020
|
20,310
|
|
|
(6,838
|
)
|
|
$
|
253,967
|
|
|
$
|
584,505
|
|
|
$
|
(198,311
|
)
|
|
$
|
(47,173
|
)
|
|
$
|
3,490
|
|
|
$
|
596,478
|
|
(Thousands)
|
|
Performance
Alloys and
Composites
|
|
Advanced Materials
|
|
Precision Coatings
|
|
Other
|
|
Total
|
||||||||||
First Quarter 2020
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
99,067
|
|
|
$
|
160,165
|
|
|
$
|
18,714
|
|
|
$
|
—
|
|
|
$
|
277,946
|
|
Intersegment sales
|
|
215
|
|
|
9,191
|
|
|
—
|
|
|
—
|
|
|
9,406
|
|
|||||
Operating profit (loss)
|
|
4,791
|
|
|
4,785
|
|
|
(9,592
|
)
|
|
(4,547
|
)
|
|
(4,563
|
)
|
|||||
First Quarter 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
127,113
|
|
|
$
|
144,025
|
|
|
$
|
30,303
|
|
|
$
|
—
|
|
|
$
|
301,441
|
|
Intersegment sales
|
|
9
|
|
|
17,213
|
|
|
—
|
|
|
—
|
|
|
17,222
|
|
|||||
Operating profit (loss)
|
|
18,958
|
|
|
7,080
|
|
|
2,077
|
|
|
(6,728
|
)
|
|
21,387
|
|
(Thousands)
|
|
Performance Alloys and Composites
|
|
Advanced Materials
|
|
Precision Coatings
|
|
Other
|
|
Total
|
||||||||||
First Quarter 2020
|
|
|
|
|
|
|
|
|
|
|
||||||||||
End Market
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Semiconductor
|
|
$
|
906
|
|
|
$
|
120,819
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
121,736
|
|
Industrial
|
|
23,340
|
|
|
8,362
|
|
|
3,097
|
|
|
—
|
|
|
34,799
|
|
|||||
Aerospace and Defense
|
|
14,206
|
|
|
1,426
|
|
|
5,109
|
|
|
—
|
|
|
20,741
|
|
|||||
Consumer Electronics
|
|
14,695
|
|
|
118
|
|
|
3,541
|
|
|
—
|
|
|
18,354
|
|
|||||
Automotive
|
|
18,163
|
|
|
2,080
|
|
|
17
|
|
|
—
|
|
|
20,260
|
|
|||||
Energy
|
|
5,429
|
|
|
23,468
|
|
|
—
|
|
|
—
|
|
|
28,897
|
|
|||||
Telecom and Data Center
|
|
9,989
|
|
|
871
|
|
|
—
|
|
|
—
|
|
|
10,860
|
|
|||||
Other
|
|
12,339
|
|
|
3,021
|
|
|
6,939
|
|
|
—
|
|
|
22,299
|
|
|||||
Total
|
|
$
|
99,067
|
|
|
$
|
160,165
|
|
|
$
|
18,714
|
|
|
$
|
—
|
|
|
$
|
277,946
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Quarter 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
End Market
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Semiconductor
|
|
$
|
1,965
|
|
|
$
|
105,090
|
|
|
$
|
112
|
|
|
$
|
—
|
|
|
$
|
107,167
|
|
Industrial
|
|
26,430
|
|
|
7,928
|
|
|
4,150
|
|
|
—
|
|
|
38,508
|
|
|||||
Aerospace and Defense
|
|
27,074
|
|
|
1,493
|
|
|
4,871
|
|
|
—
|
|
|
33,438
|
|
|||||
Consumer Electronics
|
|
13,555
|
|
|
205
|
|
|
3,486
|
|
|
—
|
|
|
17,246
|
|
|||||
Automotive
|
|
20,713
|
|
|
1,353
|
|
|
221
|
|
|
—
|
|
|
22,287
|
|
|||||
Energy
|
|
11,094
|
|
|
22,197
|
|
|
—
|
|
|
—
|
|
|
33,291
|
|
|||||
Telecom and Data Center
|
|
17,592
|
|
|
202
|
|
|
—
|
|
|
—
|
|
|
17,794
|
|
|||||
Other
|
|
8,690
|
|
|
5,557
|
|
|
17,463
|
|
|
—
|
|
|
31,710
|
|
|||||
Total
|
|
$
|
127,113
|
|
|
$
|
144,025
|
|
|
$
|
30,303
|
|
|
$
|
—
|
|
|
$
|
301,441
|
|
(Thousands)
|
|
March 27, 2020
|
|
December 31, 2019
|
|
$ change
|
|
% change
|
|||||||
Accounts receivable, trade
|
|
$
|
129,139
|
|
|
$
|
141,168
|
|
|
$
|
(12,029
|
)
|
|
(9
|
)%
|
Unbilled receivables
|
|
9,265
|
|
|
13,583
|
|
|
(4,318
|
)
|
|
(32
|
)%
|
|||
Unearned revenue
|
|
2,317
|
|
|
3,380
|
|
|
(1,063
|
)
|
|
(31
|
)%
|
|
|
First Quarter Ended
|
||||||
|
|
March 27,
|
|
March 29,
|
||||
(Thousands)
|
|
2020
|
|
2019
|
||||
Metal consignment fees
|
|
$
|
2,229
|
|
|
$
|
3,091
|
|
Amortization of intangible assets
|
|
188
|
|
|
390
|
|
||
Foreign currency (gain) loss
|
|
(62
|
)
|
|
77
|
|
||
Net loss on disposal of fixed assets
|
|
46
|
|
|
24
|
|
||
Other items
|
|
(122
|
)
|
|
539
|
|
||
Total
|
|
$
|
2,279
|
|
|
$
|
4,121
|
|
|
|
First Quarter Ended
|
||||||
|
|
March 27,
|
|
March 29,
|
||||
(Thousands, except per share amounts)
|
|
2020
|
|
2019
|
||||
Numerator for basic and diluted EPS:
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(3,103
|
)
|
|
$
|
16,906
|
|
Denominator:
|
|
|
|
|
||||
Denominator for basic EPS:
|
|
|
|
|
||||
Weighted-average shares outstanding
|
|
20,384
|
|
|
20,267
|
|
||
Effect of dilutive securities:
|
|
|
|
|
||||
Stock appreciation rights
|
|
—
|
|
|
107
|
|
||
Restricted stock units
|
|
—
|
|
|
83
|
|
||
Performance-based restricted stock units
|
|
—
|
|
|
149
|
|
||
Diluted potential common shares
|
|
—
|
|
|
339
|
|
||
Denominator for diluted EPS:
|
|
|
|
|
||||
Adjusted weighted-average shares outstanding
|
|
20,384
|
|
|
20,606
|
|
||
Basic EPS
|
|
$
|
(0.15
|
)
|
|
$
|
0.83
|
|
Diluted EPS
|
|
$
|
(0.15
|
)
|
|
$
|
0.82
|
|
|
|
March 27,
|
|
December 31,
|
||||
(Thousands)
|
|
2020
|
|
2019
|
||||
Raw materials and supplies
|
|
$
|
46,843
|
|
|
$
|
35,612
|
|
Work in process
|
|
180,123
|
|
|
177,780
|
|
||
Finished goods
|
|
26,144
|
|
|
25,506
|
|
||
Subtotal
|
|
$
|
253,110
|
|
|
$
|
238,898
|
|
Less: LIFO reserve balance
|
|
48,408
|
|
|
48,508
|
|
||
Inventories
|
|
$
|
204,702
|
|
|
$
|
190,390
|
|
(Thousands)
|
|
Performance Alloys and Composites
|
|
Advanced Materials
|
|
Precision Coatings
|
|
Total
|
||||||||
Balance at December 31, 2019
|
|
$
|
1,899
|
|
|
$
|
50,190
|
|
|
$
|
26,922
|
|
|
$
|
79,011
|
|
Impairment charge
|
|
—
|
|
|
—
|
|
|
(9,053
|
)
|
|
(9,053
|
)
|
||||
Other
|
|
—
|
|
|
(126
|
)
|
|
—
|
|
|
(126
|
)
|
||||
Balance at March 27, 2020
|
|
$
|
1,899
|
|
|
$
|
50,064
|
|
|
$
|
17,869
|
|
|
$
|
69,832
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
First Quarter Ended
|
|
First Quarter Ended
|
||||||||||||
|
|
March 27,
|
|
March 29,
|
|
March 27,
|
|
March 29,
|
||||||||
(Thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Components of net periodic benefit cost (benefit)
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
1,340
|
|
|
$
|
15
|
|
|
$
|
17
|
|
Interest cost
|
|
1,215
|
|
|
1,557
|
|
|
53
|
|
|
100
|
|
||||
Expected return on plan assets
|
|
(2,205
|
)
|
|
(2,123
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost (benefit)
|
|
—
|
|
|
120
|
|
|
(374
|
)
|
|
(374
|
)
|
||||
Amortization of net loss (gain)
|
|
284
|
|
|
804
|
|
|
(83
|
)
|
|
(23
|
)
|
||||
Net periodic benefit (benefit) cost
|
|
$
|
(706
|
)
|
|
$
|
1,698
|
|
|
$
|
(389
|
)
|
|
$
|
(280
|
)
|
|
|
Gains and Losses on Cash Flow Hedges
|
|
|
|
|
|
|
||||||||||||||||||||
(Thousands)
|
|
Foreign Currency
|
|
Precious Metals
|
|
Copper
|
|
Total
|
|
Pension and Post-Employment Benefits
|
|
Foreign Currency Translation
|
|
Total
|
||||||||||||||
Balance at December 31, 2019
|
|
$
|
1,324
|
|
|
$
|
(452
|
)
|
|
$
|
25
|
|
|
$
|
897
|
|
|
$
|
(41,346
|
)
|
|
$
|
(5,013
|
)
|
|
$
|
(45,462
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
(142
|
)
|
|
(823
|
)
|
|
(778
|
)
|
|
(1,743
|
)
|
|
—
|
|
|
(873
|
)
|
|
(2,616
|
)
|
|||||||
Amounts reclassified from accumulated other comprehensive income
|
|
(1
|
)
|
|
318
|
|
|
321
|
|
|
638
|
|
|
(24
|
)
|
|
—
|
|
|
614
|
|
|||||||
Net current period other comprehensive income (loss) before tax
|
|
(143
|
)
|
|
(505
|
)
|
|
(457
|
)
|
|
(1,105
|
)
|
|
(24
|
)
|
|
(873
|
)
|
|
(2,002
|
)
|
|||||||
Deferred taxes
|
|
(33
|
)
|
|
(116
|
)
|
|
(102
|
)
|
|
(251
|
)
|
|
(40
|
)
|
|
—
|
|
|
(291
|
)
|
|||||||
Net current period other comprehensive income (loss) after tax
|
|
(110
|
)
|
|
(389
|
)
|
|
(355
|
)
|
|
(854
|
)
|
|
16
|
|
|
(873
|
)
|
|
(1,711
|
)
|
|||||||
Balance at March 27, 2020
|
|
$
|
1,214
|
|
|
$
|
(841
|
)
|
|
$
|
(330
|
)
|
|
$
|
43
|
|
|
$
|
(41,330
|
)
|
|
$
|
(5,886
|
)
|
|
$
|
(47,173
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2018
|
|
$
|
1,263
|
|
|
$
|
79
|
|
|
$
|
(441
|
)
|
|
$
|
901
|
|
|
$
|
(54,543
|
)
|
|
$
|
(4,592
|
)
|
|
$
|
(58,234
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
517
|
|
|
(73
|
)
|
|
884
|
|
|
1,328
|
|
|
—
|
|
|
(503
|
)
|
|
825
|
|
|||||||
Amounts reclassified from accumulated other comprehensive income
|
|
2
|
|
|
(61
|
)
|
|
(71
|
)
|
|
(130
|
)
|
|
660
|
|
|
—
|
|
|
530
|
|
|||||||
Net current period other comprehensive income (loss) before tax
|
|
519
|
|
|
(134
|
)
|
|
813
|
|
|
1,198
|
|
|
660
|
|
|
(503
|
)
|
|
1,355
|
|
|||||||
Deferred taxes
|
|
119
|
|
|
(31
|
)
|
|
183
|
|
|
271
|
|
|
120
|
|
|
—
|
|
|
391
|
|
|||||||
Net current period other comprehensive income (loss) after tax
|
|
400
|
|
|
(103
|
)
|
|
630
|
|
|
927
|
|
|
540
|
|
|
(503
|
)
|
|
964
|
|
|||||||
Balance at March 29, 2019
|
|
$
|
1,663
|
|
|
$
|
(24
|
)
|
|
$
|
189
|
|
|
$
|
1,828
|
|
|
$
|
(54,003
|
)
|
|
$
|
(5,095
|
)
|
|
$
|
(57,270
|
)
|
Risk-free interest rate
|
|
1.41
|
%
|
Dividend yield
|
|
0.9
|
%
|
Volatility
|
|
31.8
|
%
|
Expected term (in years)
|
|
4.8
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
(Thousands)
|
|
Total Carrying Value in the Consolidated Balance Sheets
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||||||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|||||||||||||||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deferred compensation investments
|
|
$
|
2,719
|
|
|
$
|
3,391
|
|
|
$
|
2,719
|
|
|
$
|
3,391
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
175
|
|
|
188
|
|
|
—
|
|
|
—
|
|
|
175
|
|
|
188
|
|
|
—
|
|
|
—
|
|
||||||||
Precious metal swaps
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
||||||||
Copper swaps
|
|
—
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
|
$
|
2,894
|
|
|
$
|
3,675
|
|
|
$
|
2,719
|
|
|
$
|
3,391
|
|
|
$
|
175
|
|
|
$
|
284
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deferred compensation liability
|
|
$
|
2,719
|
|
|
$
|
3,391
|
|
|
$
|
2,719
|
|
|
$
|
3,391
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
438
|
|
|
211
|
|
|
—
|
|
|
—
|
|
|
438
|
|
|
211
|
|
|
—
|
|
|
—
|
|
||||||||
Precious metal swaps
|
|
1,093
|
|
|
623
|
|
|
—
|
|
|
—
|
|
|
1,093
|
|
|
623
|
|
|
—
|
|
|
—
|
|
||||||||
Copper swaps
|
|
424
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
424
|
|
|
28
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
|
$
|
4,674
|
|
|
$
|
4,253
|
|
|
$
|
2,719
|
|
|
$
|
3,391
|
|
|
$
|
1,955
|
|
|
$
|
862
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
March 27, 2020
|
|
December 31, 2019
|
||||||||||||
(Thousands)
|
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value
|
||||||||
Foreign currency forward contracts
|
|
|
|
|
|
|
|
|
||||||||
Prepaid expenses
|
|
$
|
1,297
|
|
|
$
|
3
|
|
|
$
|
13,734
|
|
|
$
|
95
|
|
Other liabilities and accrued items
|
|
12,471
|
|
|
21
|
|
|
5,757
|
|
|
16
|
|
|
|
March 27, 2020
|
|
December 31, 2019
|
||||||||||||
(Thousands)
|
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value
|
||||||||
Prepaid expenses
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts - yen
|
|
$
|
807
|
|
|
$
|
16
|
|
|
$
|
1,025
|
|
|
$
|
10
|
|
Foreign currency forward contracts - euro
|
|
12,434
|
|
|
156
|
|
|
3,466
|
|
|
83
|
|
||||
Precious metal swaps
|
|
—
|
|
|
—
|
|
|
1,116
|
|
|
34
|
|
||||
Copper swaps
|
|
—
|
|
|
—
|
|
|
1,951
|
|
|
61
|
|
||||
Total
|
|
13,241
|
|
|
172
|
|
|
7,558
|
|
|
188
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other assets
|
|
|
|
|
|
|
|
|
||||||||
Precious metal swaps
|
|
—
|
|
|
—
|
|
|
157
|
|
|
1
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other liabilities and accrued items
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts - yen
|
|
2,780
|
|
|
32
|
|
|
2,355
|
|
|
12
|
|
||||
Foreign currency forward contracts - euro
|
|
6,956
|
|
|
328
|
|
|
15,686
|
|
|
183
|
|
||||
Precious metal swaps
|
|
8,441
|
|
|
1,093
|
|
|
7,034
|
|
|
618
|
|
||||
Copper swaps
|
|
3,140
|
|
|
424
|
|
|
1,266
|
|
|
28
|
|
||||
Total
|
|
21,317
|
|
|
1,877
|
|
|
26,341
|
|
|
841
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other long-term liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts - yen
|
|
109
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency forward contracts - euro
|
|
1,075
|
|
|
53
|
|
|
—
|
|
|
—
|
|
||||
Precious metal swaps
|
|
—
|
|
|
—
|
|
|
149
|
|
|
5
|
|
||||
Total
|
|
1,184
|
|
|
57
|
|
|
149
|
|
|
5
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
$
|
35,742
|
|
|
$
|
1,762
|
|
|
$
|
34,205
|
|
|
$
|
657
|
|
|
|
|
|
First Quarter Ended
|
|
First Quarter Ended
|
||||
(Thousands)
|
|
|
|
March 27, 2020
|
|
March 29, 2019
|
||||
Hedging relationship
|
|
Line item
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
Net sales
|
|
$
|
(1
|
)
|
|
$
|
2
|
|
Precious metal swaps
|
|
Cost of sales
|
|
318
|
|
|
(61
|
)
|
||
Copper swaps
|
|
Cost of sales
|
|
321
|
|
|
(71
|
)
|
||
Total
|
|
|
|
$
|
638
|
|
|
$
|
(130
|
)
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
First Quarter Ended
|
|||||||||||||
|
|
March 27,
|
|
March 29,
|
|
$
|
|
%
|
|||||||
(Thousands, except per share data)
|
|
2020
|
|
2019
|
|
Change
|
|
Change
|
|||||||
Net sales
|
|
$
|
277,946
|
|
|
$
|
301,441
|
|
|
$
|
(23,495
|
)
|
|
(8
|
)%
|
Value-added sales
|
|
158,666
|
|
|
187,681
|
|
|
(29,015
|
)
|
|
(15
|
)%
|
|||
Gross margin
|
|
45,575
|
|
|
69,312
|
|
|
(23,737
|
)
|
|
(34
|
)%
|
|||
Gross margin as a % of value-added sales
|
|
29
|
%
|
|
37
|
%
|
|
|
|
|
|||||
Selling, general, and administrative (SG&A) expense
|
|
30,744
|
|
|
40,064
|
|
|
(9,320
|
)
|
|
(23
|
)%
|
|||
SG&A expense as a % of value-added sales
|
|
19
|
%
|
|
21
|
%
|
|
|
|
|
|||||
Research and development (R&D) expense
|
|
4,185
|
|
|
3,740
|
|
|
445
|
|
|
12
|
%
|
|||
R&D expense as a % of value-added sales
|
|
3
|
%
|
|
2
|
%
|
|
|
|
|
|||||
Goodwill impairment charges
|
|
9,053
|
|
|
—
|
|
|
9,053
|
|
|
N/A
|
|
|||
Held-for-sale impairment charges
|
|
1,713
|
|
|
—
|
|
|
1,713
|
|
|
N/A
|
|
|||
Restructuring expense
|
|
2,164
|
|
|
—
|
|
|
2,164
|
|
|
N/A
|
|
|||
Other—net
|
|
2,279
|
|
|
4,121
|
|
|
(1,842
|
)
|
|
(45
|
)%
|
|||
Operating (loss) profit
|
|
(4,563
|
)
|
|
21,387
|
|
|
(25,950
|
)
|
|
(121
|
)%
|
|||
Other non-operating (income) expense—net
|
|
(944
|
)
|
|
245
|
|
|
(1,189
|
)
|
|
(485
|
)%
|
|||
Interest expense—net
|
|
246
|
|
|
466
|
|
|
(220
|
)
|
|
(47
|
)%
|
|||
(Loss) Income before income taxes
|
|
(3,865
|
)
|
|
20,676
|
|
|
(24,541
|
)
|
|
(119
|
)%
|
|||
Income tax (benefit) expense
|
|
(762
|
)
|
|
3,770
|
|
|
(4,532
|
)
|
|
(120
|
)%
|
|||
Net (loss) income
|
|
$
|
(3,103
|
)
|
|
$
|
16,906
|
|
|
$
|
(20,009
|
)
|
|
(118
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share
|
|
$
|
(0.15
|
)
|
|
$
|
0.82
|
|
|
$
|
(0.97
|
)
|
|
(118
|
)%
|
|
|
First Quarter Ended
|
||||||
|
|
March 27,
|
|
March 29,
|
||||
(Thousands)
|
|
2020
|
|
2019
|
||||
Net sales
|
|
|
|
|
||||
Performance Alloys and Composites
|
|
$
|
99,067
|
|
|
$
|
127,113
|
|
Advanced Materials
|
|
160,165
|
|
|
144,025
|
|
||
Precision Coatings
|
|
18,714
|
|
|
30,303
|
|
||
Other
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
277,946
|
|
|
$
|
301,441
|
|
|
|
|
|
|
||||
Less: pass-through metal costs
|
|
|
|
|
||||
Performance Alloys and Composites
|
|
$
|
15,352
|
|
|
$
|
17,512
|
|
Advanced Materials
|
|
100,977
|
|
|
86,518
|
|
||
Precision Coatings
|
|
1,725
|
|
|
7,766
|
|
||
Other
|
|
1,226
|
|
|
1,964
|
|
||
Total
|
|
$
|
119,280
|
|
|
$
|
113,760
|
|
|
|
|
|
|
||||
Value-added sales
|
|
|
|
|
||||
Performance Alloys and Composites
|
|
$
|
83,715
|
|
|
$
|
109,601
|
|
Advanced Materials
|
|
59,188
|
|
|
57,507
|
|
||
Precision Coatings
|
|
16,989
|
|
|
22,537
|
|
||
Other
|
|
(1,226
|
)
|
|
(1,964
|
)
|
||
Total
|
|
$
|
158,666
|
|
|
$
|
187,681
|
|
|
|
First Quarter Ended
|
|||||||||||||
|
|
March 27,
|
|
March 29,
|
|
$
|
|
%
|
|||||||
(Thousands)
|
|
2020
|
|
2019
|
|
Change
|
|
Change
|
|||||||
Net sales
|
|
$
|
99,067
|
|
|
$
|
127,113
|
|
|
$
|
(28,046
|
)
|
|
(22
|
)%
|
Value-added sales
|
|
83,715
|
|
|
109,601
|
|
|
(25,886
|
)
|
|
(24
|
)%
|
|||
Operating profit
|
|
4,791
|
|
|
18,958
|
|
|
(14,167
|
)
|
|
(75
|
)%
|
|
|
First Quarter Ended
|
||||||||||||
|
|
March 27,
|
|
March 29,
|
|
$
|
|
%
|
||||||
(Thousands)
|
|
2020
|
|
2019
|
|
Change
|
|
Change
|
||||||
Net sales
|
|
$
|
160,165
|
|
|
$
|
144,025
|
|
|
16,140
|
|
|
11
|
%
|
Value-added sales
|
|
59,188
|
|
|
57,507
|
|
|
1,681
|
|
|
3
|
%
|
||
Operating profit
|
|
4,785
|
|
|
7,080
|
|
|
(2,295
|
)
|
|
(32
|
)%
|
(Thousands)
|
|
First Quarter Ended
|
||||||||||||
March 27,
|
|
March 29,
|
|
$
|
|
%
|
||||||||
2020
|
|
2019
|
|
Change
|
|
Change
|
||||||||
Net sales
|
|
$
|
18,714
|
|
|
$
|
30,303
|
|
|
(11,589
|
)
|
|
(38
|
)%
|
Value-added sales
|
|
16,989
|
|
|
22,537
|
|
|
(5,548
|
)
|
|
(25
|
)%
|
||
Operating (loss) profit
|
|
(9,592
|
)
|
|
2,077
|
|
|
(11,669
|
)
|
|
(562
|
)%
|
(Thousands)
|
|
First Quarter Ended
|
||||||||||||
|
March 27,
|
|
March 29,
|
|
$
|
|
%
|
|||||||
|
2020
|
|
2019
|
|
Change
|
|
Change
|
|||||||
Net sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
%
|
Value-added sales
|
|
(1,226
|
)
|
|
(1,964
|
)
|
|
738
|
|
|
(38
|
)%
|
||
Operating loss
|
|
(4,547
|
)
|
|
(6,728
|
)
|
|
2,181
|
|
|
(32
|
)%
|
|
|
Three Months Ended
|
||||||||||
|
|
March 27,
|
|
March 29,
|
|
$
|
||||||
(Thousands)
|
|
2020
|
|
2019
|
|
Change
|
||||||
Net cash provided by (used in) operating activities
|
|
$
|
9,130
|
|
|
$
|
(12,617
|
)
|
|
$
|
21,747
|
|
Net cash used in investing activities
|
|
(14,779
|
)
|
|
(9,321
|
)
|
|
(5,458
|
)
|
|||
Net cash used in financing activities
|
|
(11,401
|
)
|
|
(6,797
|
)
|
|
(4,604
|
)
|
|||
Effects of exchange rate changes
|
|
(381
|
)
|
|
(46
|
)
|
|
(335
|
)
|
|||
Net change in cash and cash equivalents
|
|
$
|
(17,431
|
)
|
|
$
|
(28,781
|
)
|
|
$
|
11,350
|
|
|
|
March 27,
|
|
December 31,
|
||||
(Thousands)
|
|
2020
|
|
2019
|
||||
Cash and cash equivalents
|
|
$
|
107,576
|
|
|
$
|
125,007
|
|
Total outstanding debt
|
|
2,077
|
|
|
2,218
|
|
||
Net cash
|
|
$
|
105,499
|
|
|
$
|
122,789
|
|
Available borrowing capacity
|
|
$
|
345,772
|
|
|
$
|
340,906
|
|
▪
|
Actual net sales, operating rates, and margins for 2020;
|
▪
|
The global economy, including the impact of tariffs and trade agreements;
|
▪
|
The ultimate impact of the COVID-19 pandemic on our business, results of operations, financial condition, and liquidity;
|
▪
|
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;
|
▪
|
Our ability to successfully complete the disposition of our LAC business;
|
▪
|
The disruptions on operations from, and other effects of, catastrophic and other extraordinary events including the COVID-19 pandemic; and
|
•
|
The risk factors set forth in Part 1, Item 1A of our 2019 Annual Report on Form 10-K.
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
•
|
disruptions to our facilities, including as a result of facility closures, reductions in operating hours, labor shortages, and changes in operating procedures, including additional cleaning and disinfecting procedures;
|
•
|
disruptions in our supply chain due to transportation delays, travel restrictions, raw material cost increases, and closures of businesses or facilities;
|
•
|
reductions in our operating effectiveness due to workforce disruptions resulting from “shelter in place," “stay at home” orders, the need for social distancing, and the unavailability of key personnel necessary to conduct our business activities; and
|
•
|
volatility in the global financial markets, which could have a negative impact on our ability to access capital and additional sources of financing in the future.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share (1)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
|
||||||
January 1 through January 31, 2020
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
15,081,991
|
|
February 1 through February 28, 2020
|
|
44,782
|
|
|
49.24
|
|
|
36,000
|
|
|
13,300,234
|
|
||
February 29 through March 27, 2020
|
|
149,133
|
|
|
44.09
|
|
|
122,000
|
|
|
8,316,239
|
|
||
Total
|
|
193,915
|
|
|
$
|
45.28
|
|
|
158,000
|
|
|
$
|
8,316,239
|
|
(1)
|
Includes 8,782 and 27,133 shares surrendered to the Company in February and March, respectively, by employees to satisfy tax withholding obligations on equity awards issued under the Company's stock incentive plan.
|
|
|
|
|
(2)
|
On January 14, 2014, we announced that our Board of Directors had authorized the repurchase of up to $50.0 million of our common stock. During the three months ended March 27, 2020, we repurchased 158,000 shares at an average price of $42.82 per share, or $6.8 million in the aggregate. As of March 27, 2020, $8.3 million may still be purchased under the program.
|
Item 4.
|
Mine Safety Disclosures
|
Item 6.
|
Exhibits
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
31.1
|
|
Certification of Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a)*
|
31.2
|
|
Certification of Chief Financial Officer required by Rule 13a-14(a) or 15d-14(a)*
|
32
|
|
Certifications of Chief Executive Officer and Chief Financial Officer required by 18 U.S.C. Section 1350*
|
95
|
|
|
101.INS
|
|
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.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document*
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation 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 as Inline XBRL and contained in the Exhibit 101 attachments)
|
|
|
|
|
|
|
|
|
|
MATERION CORPORATION
|
|
|
|
||
Dated: April 23, 2020
|
|
|
|
|
|
|
|
|
/s/ Joseph P. Kelley
|
|
|
|
|
Joseph P. Kelley
|
|
|
|
|
Vice President, Finance and Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
1)
|
I have reviewed this quarterly report on Form 10-Q of Materion Corporation (the “registrant”);
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jugal K. Vijayvargiya
|
||
Dated: April 23, 2020
|
|
|
|
Jugal K. Vijayvargiya
|
||
|
|
|
|
President and Chief Executive Officer
|
1)
|
I have reviewed this quarterly report on Form 10-Q of Materion Corporation (the “registrant”);
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Joseph P. Kelley
|
||
Dated: April 23, 2020
|
|
|
|
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
|
|
$0
|
(G)
|
Total number of mining-related fatalities
|
|
0
|
(H)
|
Received notice from MSHA of a pattern of violations under Section 104(e) of the Mine Act
|
|
No
|
(I)
|
Received notice from MSHA of the potential to have a pattern of violations under Section 104(e) of the Mine Act
|
|
No
|
(J)
|
Total number of Legal Actions pending as of the last day of the Reporting Period
|
|
0
|
(K)
|
Total number of Legal Actions instituted during the Reporting Period
|
|
0
|
(L)
|
Total number of Legal Actions resolved during the Reporting Period
|
|
0
|