Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 25, 2019 | |
Document Information [Line Items] | ||
Entity Registrant Name | GLOBAL BRASS & COPPER HOLDINGS, INC. | |
Entity Central Index Key | 0001533526 | |
Trading Symbol | brss | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding (in shares) | 21,952,777 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 110.3 | $ 125.5 |
Accounts receivable (net of allowance of $1.1 and $1.3 at March 31, 2019 and December 31, 2018, respectively) | 208.8 | 165.6 |
Inventories | 216.4 | 218.2 |
Prepaid expenses and other current assets | 10.5 | 8.5 |
Income tax receivable | 0.2 | 2.8 |
Total current assets | 546.2 | 520.6 |
Property, plant and equipment | 249.2 | 245.6 |
Less: Accumulated depreciation | (102.8) | (97.8) |
Property, plant and equipment, net | 146.4 | 147.8 |
Goodwill | 4.4 | 4.4 |
Intangible assets, net | 1.4 | 1.6 |
Deferred income taxes | 10.9 | 11.3 |
Other noncurrent assets | 11.6 | 5.3 |
Total assets | 720.9 | 691 |
Current liabilities: | ||
Current portion of debt | 4.3 | 4.6 |
Accounts payable | 133.4 | 114.1 |
Accrued liabilities | 26.6 | 40.2 |
Accrued interest | 0.3 | 0.1 |
Income tax payable | 2.5 | |
Total current liabilities | 167.1 | 159 |
Noncurrent portion of debt | 305 | 305.7 |
Other noncurrent liabilities | 44.3 | 38.5 |
Total liabilities | 516.4 | 503.2 |
Commitments and Contingencies (Note 14) | ||
Global Brass and Copper Holdings, Inc. stockholders’ equity: | ||
Common stock - $0.01 par value; 80,000,000 shares authorized; 22,541,310 shares issued at March 31, 2019 and December 31, 2018 | 0.2 | 0.2 |
Additional paid-in capital | 58.8 | 62.5 |
Retained earnings | 164.8 | 148.8 |
Treasury stock - 588,533 and 743,057 shares at March 31, 2019 and December 31, 2018, respectively | (18) | (22.6) |
Accumulated other comprehensive income (loss) | (6.5) | (6.1) |
Total Global Brass and Copper Holdings, Inc. stockholders’ equity | 199.3 | 182.8 |
Noncontrolling interest | 5.2 | 5 |
Total equity | 204.5 | 187.8 |
Total liabilities and equity | $ 720.9 | $ 691 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, allowance | $ 1.1 | $ 1.3 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 80,000,000 | 80,000,000 |
Common stock, shares issued (in shares) | 22,541,310 | 22,541,310 |
Treasury stock, shares (in shares) | 588,533 | 743,057 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net sales | $ 430.3 | $ 471.8 |
Cost of sales | (377.7) | (422.8) |
Gross profit | 52.6 | 49 |
Selling, general and administrative expenses | (23.9) | (23.4) |
Operating income | 28.7 | 25.6 |
Interest expense, net | (4) | (4.3) |
Other (expense) income, net | (0.1) | |
Income before provision for income taxes | 24.7 | 21.2 |
Provision for income taxes | (6.7) | (5.3) |
Net income | 18 | 15.9 |
Net income attributable to noncontrolling interest | (0.1) | (0.1) |
Net income attributable to Global Brass and Copper Holdings, Inc. | $ 17.9 | $ 15.8 |
Net income attributable to Global Brass and Copper Holdings, Inc. per common share: | ||
Basic (in dollars per share) | $ 0.83 | $ 0.72 |
Diluted (in dollars per share) | $ 0.82 | $ 0.71 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 21.7 | 21.9 |
Diluted (in shares) | 22 | 22.3 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net income | $ 18 | $ 15.9 |
Cash flow hedge: | ||
Unrealized gain (loss) on cash flow hedge | (1.6) | |
Income taxes on unrealized gain (loss) on cash flow hedge | 0.4 | |
Foreign currency translation: | ||
Foreign currency translation adjustment | 0.7 | 1.2 |
Income tax (expense) benefit on foreign currency translation adjustment | 0.2 | (0.3) |
Comprehensive income | 17.7 | 16.8 |
Comprehensive (income) loss attributable to noncontrolling interest | (0.2) | (0.2) |
Comprehensive income attributable to Global Brass and Copper Holdings, Inc. | $ 17.5 | $ 16.6 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Millions | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | AOCI Attributable to Parent [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance (in shares) at Dec. 31, 2017 | 21,907,188 | |||||||
Balance at Dec. 31, 2017 | $ 0.2 | $ 54.5 | $ 97.3 | $ (6.6) | $ (2.9) | $ 142.5 | $ 4.8 | $ 147.3 |
Share-based compensation (in shares) | 323,892 | |||||||
Share-based compensation | 1.7 | 1.7 | 1.7 | |||||
Exercise of stock options (in shares) | 43,974 | |||||||
Exercise of stock options | 0.7 | 0.7 | 0.7 | |||||
Share repurchases (in shares) | (114,627) | |||||||
Share repurchases | (3.4) | (3.4) | (3.4) | |||||
Dividends declared ($0.06 per common share) | (1.2) | (1.2) | (1.2) | |||||
Net income | 15.8 | 15.8 | 0.1 | 15.9 | ||||
Other comprehensive income (loss), net of tax | 0.8 | 0.8 | 0.1 | 0.9 | ||||
Balance (in shares) at Mar. 31, 2018 | 22,160,427 | |||||||
Balance at Mar. 31, 2018 | $ 0.2 | 56.9 | 111.9 | (10) | (2.1) | 156.9 | 5 | 161.9 |
Balance (in shares) at Dec. 31, 2018 | 21,798,253 | |||||||
Balance at Dec. 31, 2018 | $ 0.2 | 62.5 | 148.8 | (22.6) | (6.1) | 182.8 | 5 | 187.8 |
Share-based compensation (in shares) | 201,992 | |||||||
Share-based compensation | 2.4 | 2.4 | $ 2.4 | |||||
Share repurchases (in shares) | (47,468) | 0 | ||||||
Share repurchases | (1.5) | (1.5) | $ (1.5) | |||||
Dividends declared ($0.06 per common share) | (1.9) | (1.9) | (1.9) | |||||
Net income | 17.9 | 17.9 | 0.1 | 18 | ||||
Other comprehensive income (loss), net of tax | (0.4) | (0.4) | 0.1 | (0.3) | ||||
Shares reissued (in shares) | ||||||||
Shares reissued | (6.1) | 6.1 | ||||||
Balance (in shares) at Mar. 31, 2019 | 21,952,777 | |||||||
Balance at Mar. 31, 2019 | $ 0.2 | $ 58.8 | $ 164.8 | $ (18) | $ (6.5) | $ 199.3 | $ 5.2 | $ 204.5 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Common stock, dividends, per share, declared (in dollars per share) | $ 0.09 | $ 0.06 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Cash flows from operating activities | |||
Net income | $ 18 | $ 15.9 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Lower of cost or market adjustment to inventory | [1] | (2.8) | (0.9) |
Unrealized (gain) loss on derivatives | (3.3) | 2.4 | |
Depreciation | 5.6 | 5.1 | |
Amortization of intangible assets | 0.1 | 0.1 | |
Amortization of debt discount and issuance costs | 0.3 | 0.3 | |
Share-based compensation expense | 2.4 | 1.7 | |
Provision for bad debts, net of reductions | (0.1) | (0.1) | |
Deferred income taxes | 0.8 | 0.9 | |
Loss on disposal of property, plant and equipment | 0.2 | ||
Change in assets and liabilities, net of effects of business acquisition: | |||
Accounts receivable | (42.9) | (12.5) | |
Inventories | 4.9 | (0.3) | |
Prepaid expenses and other current assets | 0.4 | 0.6 | |
Accounts payable | 20.1 | 9.2 | |
Accrued liabilities | (13.1) | (10.8) | |
Accrued interest | 0.2 | ||
Income taxes, net | 5.3 | 1.6 | |
Other, net | 0.4 | 0.3 | |
Net cash provided by (used in) operating activities | (3.7) | 13.7 | |
Cash flows from investing activities | |||
Capital expenditures | (6.9) | (7.5) | |
Business acquisition | (1.6) | ||
Net cash used in investing activities | (6.9) | (9.1) | |
Cash flows from financing activities | |||
Borrowings on ABL Facility | 0.2 | 0.2 | |
Payments on ABL Facility | (0.2) | (0.2) | |
Payments on term loan | (0.8) | (0.8) | |
Principal payments under finance lease obligation | (0.5) | (0.5) | |
Dividends paid | (2) | (1.4) | |
Proceeds from exercise of stock options | 0.7 | ||
Share repurchases | (1.5) | (3.4) | |
Net cash used in financing activities | (4.8) | (5.4) | |
Effect of foreign currency exchange rates | 0.2 | (0.3) | |
Net increase (decrease) in cash | (15.2) | (1.1) | |
Cash and cash equivalents at beginning of period | 125.5 | 59 | |
Cash and cash equivalents at end of period | 110.3 | 57.9 | |
Noncash investing and financing activities | |||
Purchases of property, plant and equipment not yet paid | 1.6 | 3.4 | |
Acquisition of equipment under finance lease obligation | $ 0.1 | ||
[1] | Represents the impact of lower of cost or market adjustments to domestic metal inventory. |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | 1. Basis of Presentation and Principles of Consolidation Global Brass and Copper Holdings, Inc. (“Holdings,” “GBC,” the “Company,” “we,” “us,” or “our”) is operated and managed through three These unaudited consolidated financial statements include the accounts of the Company, our wholly-owned subsidiaries, and our majority-owned subsidiaries in which we have a controlling interest. All intercompany accounts and transactions are eliminated in consolidation. The accompanying unaudited, interim consolidated financial statements include all normal recurring adjustments that are, in the opinion of management, necessary to fairly state the results for the interim periods presented. The December 31, 2018 not The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. In addition, it requires management to make estimates and assumptions that affect the reported amount of net sales and expenses during the reporting periods. Actual amounts could differ from those estimates. Results of operations for the interim periods presented are not may January 1, 2019, 842, Leases Note 2, 10 December 31, 2018 Recently Issued and Recently Adopted Accounting Pronouncements In August 2018, 2018 15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350 40 2018 15 2018 15 December 15, 2019. In June 2016, 2016 13, Financial Instruments - Credit Losses (Topic 326 may 2016 13 December 15, 2019, In February 2016, 2016 02, Leases (Topic 842 12 We adopted the guidance in Topic 842 January 1, 2019, no 1 2 3 842 not $7.1 $7.4 not |
Note 2 - Leases
Note 2 - Leases | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Leases of Lessee Disclosure [Text Block] | 2. Leases We lease certain warehouse facilities, manufacturing facilities, office space, equipment, and vehicles. Leases with an initial term of 12 not We determine if an arrangement is a lease at inception. For lease arrangements, we recognize right-of-use assets and lease liabilities on the balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. On our consolidated balance sheets, operating lease right-of-use assets are included in Other noncurrent assets and finance lease right-of-use assets are included in Property, plant and equipment, net. Right-of-use assets and lease liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. Some of our leases include renewal options that are exercisable at our sole discretion. Our lease terms include the renewal option period when it is reasonably certain that we will exercise that option. As the implicit rate for most of our operating leases is not We have lease agreements with lease and non-lease components. We elected the option to not not Supplemental balance sheet information related to leases was as follows: (in millions) Classification As of March 31, 2019 Assets Operating lease assets Other noncurrent assets (a) $ 6.5 Finance lease assets Property, plant and equipment, net (a) 1.7 Total lease assets $ 8.2 Liabilities Current Operating Accrued liabilities $ 2.7 Finance Current portion of debt 1.1 Noncurrent Operating Other noncurrent liabilities 4.2 Finance Noncurrent portion of debt 1.1 Total lease liabilities $ 9.1 (a) Operating and finance lease assets are recorded net of accumulated amortization of $0.6 $6.4 March 31, 2019 The following table sets forth the components of lease expense: (in millions) Classification Three Months Ended March 31, 2019 Operating lease expense Cost of sales $ 0.7 Selling, general and administrative expenses 0.2 Total operating lease expense (a) 0.9 Finance lease expense Amortization of right-of-use assets Cost of sales 0.4 Interest on lease liabilities Interest expense, net 0.1 Total finance lease expense 0.5 Total lease expense $ 1.4 (a) Includes short-term lease expense and sublease income, which are not Supplemental cash flow information related to leases was as follows: (in millions) Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 0.9 Operating cash flows from finance leases 0.1 Financing cash flows from finance leases 0.5 Right-of-use assets obtained in exchange for lease obligations: Operating leases 7.3 Finance leases 0.1 The following table sets for the weighted-average remaining lease terms and discount rates: As of March 31, 2019 Weighted-average remaining lease term (years): Operating leases 3.1 Finance leases 3.0 Weighted-average discount rate: Operating leases 5.4 % Finance leases 5.4 % Maturities of lease liabilities are as follows: (in millions) Operating Leases Finance Leases Total 2019 (excluding the three months ending March 31, 2019) $ 2.4 $ 1.0 $ 3.4 2020 2.2 0.5 2.7 2021 1.6 0.4 2.0 2022 0.7 0.3 1.0 2023 0.4 0.1 0.5 Thereafter 0.2 0.1 0.3 Total lease payments 7.5 2.4 9.9 Less: Imputed interest (0.6 ) (0.2 ) (0.8 ) Present value of lease liabilities $ 6.9 $ 2.2 $ 9.1 Future minimum lease payments for operating and finance leases as of December 31, 2018 (in millions) Operating Leases Finance Leases Total 2019 $ 3.2 $ 1.5 $ 4.7 2020 2.1 0.5 2.6 2021 1.5 0.3 1.8 2022 0.6 0.3 0.9 2023 0.3 0.1 0.4 Thereafter 0.2 0.1 0.3 Total lease payments $ 7.9 $ 2.8 $ 10.7 |
Note 3 - Revenue
Note 3 - Revenue | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 3. Revenue The following table presents our revenue disaggregated by market based on the customer's primary market or the primary market for the shipped product: Three Months Ended March 31, (in millions) 2019 2018 Building and housing $ 140.1 $ 157.6 Automotive and transportation 74.5 88.9 Munitions 54.5 46.3 Coinage 47.3 45.2 Industrial machinery and equipment 36.2 40.9 Electronics / electrical components 32.2 39.1 Other 45.5 53.8 Net sales $ 430.3 $ 471.8 |
Note 4 - Earnings Per Share
Note 4 - Earnings Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 4. Earnings Per Share Basic earnings per share is computed based on the weighted-average number of common shares outstanding and diluted earnings per share is computed based on the weighted-average number of common shares outstanding including the number of additional shares that would have been outstanding had potentially dilutive common shares been issued. Potentially dilutive securities include nonvested share awards and stock options for which the exercise price was less than the average market price of our outstanding common stock. Nonvested performance-based share awards are included in the average diluted shares outstanding for each period if established performance criteria have been met at the end of the respective periods. The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended March 31, (in millions, except per share data) 2019 2018 Numerator Net income attributable to Global Brass and Copper Holdings, Inc. $ 17.9 $ 15.8 Denominator Weighted-average common shares outstanding 21.7 21.9 Effect of potentially dilutive securities: Stock options and nonvested share awards 0.3 0.4 Weighted-average common shares outstanding, assuming dilution 22.0 22.3 Anti-dilutive shares excluded from above 0.1 0.1 Net income attributable to Global Brass and Copper Holdings, Inc. per common share: Basic $ 0.83 $ 0.72 Diluted $ 0.82 $ 0.71 On July 31, 2018, “2018 may $35.0 September 30, 2020. no three March 31, 2019 2018 March 31, 2019 400,000 $12.6 $22.4 March 31, 2019 |
Note 5 - Segment Information
Note 5 - Segment Information | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 5. Segment Information Our Chief Operating Decision Maker allocates resources and evaluates performance at the divisional level. As such, we have determined that we have three Olin Brass is a leading manufacturer, fabricator, and converter of non-ferrous products, including sheet, strip, foil, tube, and fabricated products. While primarily a processor of copper and copper alloys, Olin Brass also rerolls and forms other alloys such as stainless steel, carbon steel, and aluminum. Sheet and strip is generally manufactured from copper and copper-alloy scrap. Olin Brass’s products are sold primarily to customers in building and housing, munitions, automotive, coinage, and electronics / electrical components. Chase Brass is a leading manufacturer of solid brass rod in North America. Chase Brass primarily manufactures solid rod in round and other shapes, ranging from 1/4 4.5 A.J. Oster is a processor and distributor of copper and copper-alloy sheet, strip, and foil, aluminum sheet, and coated aluminum products. A.J. Oster operates eleven Corporate includes compensation for corporate executives, corporate office and administrative salaries, and professional fees for accounting, tax and legal services. Corporate also includes interest expense and income, state and federal income taxes, certain overhead costs, share-based compensation expense, gains and losses associated with certain acquisitions and dispositions, unrealized gains and losses on hedging activities, and the elimination of intercompany sales and balances. The Chief Operating Decision Maker evaluates performance and determines resource allocations based on a number of factors, the primary performance measure being adjusted EBITDA. Adjusted EBITDA is defined as net income attributable to Global Brass and Copper Holdings, Inc., plus interest, taxes, depreciation, and amortization (“EBITDA”) adjusted to exclude the following: • unrealized gains and losses on derivative contracts in support of our balanced book approach; • unrealized gains and losses associated with derivative contracts related to energy and utility costs; • impact associated with lower of cost or market adjustments to inventory; • gains and losses due to the depletion of a last-in, first • refinancing costs; • restructuring and other business transformation charges; • inventory step-up costs related to acquisition accounting; • specified legal and professional expenses; and • certain other items. Each of these items are excluded because our management believes they are not Below is a reconciliation of adjusted EBITDA of segments to income before provision for income taxes: Three Months Ended March 31, (in millions) 2019 2018 Net Sales, External Customers Olin Brass $ 172.3 $ 178.7 Chase Brass 146.3 171.6 A.J. Oster 111.7 121.5 Total net sales, external customers $ 430.3 $ 471.8 Intersegment Net Sales Olin Brass $ 36.0 $ 21.4 Chase Brass - - A.J. Oster 0.1 - Total intersegment net sales $ 36.1 $ 21.4 Adjusted EBITDA Olin Brass $ 13.9 $ 14.0 Chase Brass 17.0 18.6 A.J. Oster 5.7 5.7 Total adjusted EBITDA of operating segments 36.6 38.3 Corporate (7.1 ) (6.0 ) Depreciation expense (5.6 ) (5.1 ) Amortization expense (0.1 ) (0.1 ) Interest expense, net (4.0 ) (4.3 ) Net income attributable to noncontrolling interest 0.1 0.1 Unrealized (loss) gain on derivative contracts (a) 3.3 (2.4 ) Specified legal / professional expenses (b) (1.3 ) - Lower of cost or market adjustment to inventory (c) 2.8 0.9 Step-up costs from acquisition accounting - (0.2 ) Income before provision for income taxes $ 24.7 $ 21.2 (a) Represents unrealized gains / losses on derivative contracts. (b) Represents selected professional fees for accounting, tax, legal and consulting services for merger and acquisition activity. (c) Represents the impact of lower of cost or market adjustments to domestic metal inventory. |
Note 6 - Inventories
Note 6 - Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 6. Inventories Inventories were as follows: As of (in millions) March 31, 2019 December 31, 2018 Raw materials and supplies $ 25.5 $ 31.9 Work-in-process 70.9 72.9 Finished goods 120.0 113.4 Total inventories $ 216.4 $ 218.2 Inventories include costs attributable to direct labor and manufacturing overhead, but are primarily comprised of metal costs. The metals component of inventories that is valued on a LIFO basis comprised 63% 67% March 31, 2019 December 31, 2018 first first During the three March 31, 2019 2018 three March 31, 2019 2018 $2.8 $0.9 Below is a summary of inventories valued at period-end market values compared to the as reported values: As of (in millions) March 31, 2019 December 31, 2018 Market value $ 312.3 $ 296.5 As reported 216.4 218.2 Excess of market over reported value $ 95.9 $ 78.3 |
Note 7 - Prepaid Expenses and O
Note 7 - Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Other Current Assets [Text Block] | 7. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets were as follows: As of (in millions) March 31, 2019 December 31, 2018 Workers’ compensation plan deposits $ 2.3 $ 2.9 Derivative contract assets 1.9 - Prepaid insurance 1.0 1.6 Other 5.3 4.0 Total prepaid expenses and other current assets $ 10.5 $ 8.5 |
Note 8 - Accrued Liabilities
Note 8 - Accrued Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 8. Accrued Liabilities Accrued liabilities consisted of the following: As of (in millions) March 31, 2019 December 31, 2018 Compensation and benefits $ 11.1 $ 23.4 Workers’ compensation 2.8 2.7 Operating lease liabilities 2.7 - Utilities 2.6 2.7 Professional fees 2.1 1.8 Taxes 1.2 1.2 Derivative contract liabilities - 0.9 Other 4.1 7.5 Total accrued liabilities $ 26.6 $ 40.2 |
Note 9 - Financing
Note 9 - Financing | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 9. Financing Long-term debt consisted of the following: As of (in millions) March 31, 2019 December 31, 2018 Term Loan B Facility $ 312.0 $ 312.8 Deferred financing fees and discount on debt (4.9 ) (5.1 ) Obligations under finance lease 2.2 2.6 Total debt 309.3 310.3 Less: Current portion of debt (4.3 ) (4.6 ) Noncurrent portion of debt $ 305.0 $ 305.7 Term Loan B Facility At March 31, 2019 $312.0 May 29, 2025 1 1.50% 2 2.50% In order to minimize the variability in cash flows caused by fluctuations in market interest rates, we entered into an interest rate swap agreement on May 25, 2018, May 31, 2023 . $150.0 2.75% March 31, 2019 5.12% The Term Loan B Credit Agreement requires mandatory prepayments based on various events and circumstances as are customary in such agreements. We are subject to a 50% 25% 0% may, In connection with the Term Loan B Facility, we are required to make quarterly payments of $0.8 ABL Facility We have an asset-based revolving loan facility (the “ABL Credit Agreement” and together with the facility thereunder, the “ABL Facility”) that matures on July 19, 2021 $200.0 As of March 31, 2019 no $195.4 $4.6 may $200.0 not The Credit Agreements The ABL Credit Agreement and the Term Loan B Credit Agreement (together, the “Credit Agreements”) contain various covenants consistent with debt agreements of this kind, such as restrictions on the amounts of dividends we can pay. As of March 31, 2019 |
Note 10 - Accumulated Other Com
Note 10 - Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Comprehensive Income (Loss) Note [Text Block] | 10. Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss) attributable to Global Brass and Copper Holdings, Inc., net of tax, were as follows: (in millions) Foreign Currency Translation Adjustment Total Balance at December 31, 2017 $ (2.9 ) $ (2.9 ) Other comprehensive income (loss) 0.8 0.8 Balance at March 31, 2018 $ (2.1 ) $ (2.1 ) (in millions) Unrealized Gain (Loss) on Cash Flow Hedge Foreign Currency Translation Adjustment Total Balance at December 31, 2018 $ (1.5 ) $ (4.6 ) $ (6.1 ) Other comprehensive income (loss) (1.2 ) 0.8 (0.4 ) Balance at March 31, 2019 $ (2.7 ) $ (3.8 ) $ (6.5 ) |
Note 11 - Income Taxes
Note 11 - Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 11. Income Taxes The effective income tax rate, which is the provision for income taxes as a percentage of income before provision for income taxes, was 27.1% 25.0% three March 31, 2019 2018 The increase in three March 31, 2019 driven by increased tax expense on stock compensation due to a reduction of shares vesting in 2019 three March 31, 2019 2018 21%, to state income taxes, stock compensation, and the utilization of tax credits. As of March 31, 2019 December 31, 2018 $23.9 $8.2 March 31, 2019 December 31, 2018 $2.8 $2.5 $26.7 $26.4 March 31, 2019 December 31, 2018 Our U.S. federal returns for the period ended December 31, 2015 December 31, 2014 |
Note 12 - Derivative Contracts
Note 12 - Derivative Contracts | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 12. Derivative Contracts We maintain a risk-management strategy that uses commodity derivative contracts to minimize significant, unanticipated gains or losses arising from fluctuations in certain commodity prices. We are also exposed to credit risk and market risk through our use of derivative contracts. Credit risk is the risk that the counterparty might fail to fulfill its performance obligations under the terms of the derivative contract. Market risk is the risk that the value of a derivative instrument might be adversely affected by a change in market prices and rates. We manage the market risk associated with derivative contracts by establishing and monitoring parameters that limit the types and degree of market risk that may We use a cash flow hedge to minimize the variability in cash flows caused by fluctuations in market interest rates. This derivative, which is a designated cash flow hedge, is carried at fair value. The change in fair value is recorded to accumulated other comprehensive income (loss) and reclassified to current earnings if hedge accounting cannot be applied because the hedge contract is not We manage credit risk associated with derivative contracts by executing derivative instruments with counterparties that we believe are credit-worthy. The amount of such credit risk is limited to the fair value of the derivative contract plus the unpaid portion of amounts due to us pursuant to terms of the derivative contracts, if any. If the credit-worthiness of these counterparties deteriorates, we believe the exposure is mitigated by provisions in the derivative arrangements which allow for the legal right of offset of amounts due to us from the counterparties, if any, with any amounts payable to the counterparties. The following tables provide a summary of our outstanding derivative contracts: As of (in millions) March 31, 2019 December 31, 2018 Cash flow hedge: Interest rate swap $ 150.0 $ 150.0 Commodity and energy derivative contracts: Metal 7.8 27.9 Energy and utilities 4.2 3.0 Total $ 162.0 $ 180.9 As of (in millions) March 31, 2019 December 31, 2018 Commodity and energy derivative contracts: Notional amount - long $ 50.5 $ 67.4 Notional amount - (short) (38.5 ) (36.5 ) Net long / (short) $ 12.0 $ 30.9 The fair values of derivative contracts in the consolidated balance sheets include the impact of netting derivative assets and liabilities when a legally enforceable master netting arrangement exists. The following tables summarize the gross amounts of open derivative contracts, the net amounts presented in the unaudited consolidated balance sheets, and the collateral deposited with counterparties: As of March 31, 2019 (in millions) Gross Amounts of Recognized Assets Gross Amounts Offset in Consolidated Balance Sheet Net Amounts of Assets Presented in Consolidated Balance Sheet Commodity and energy derivative contracts: Metal $ 3.0 $ (1.2 ) $ 1.8 Energy and utilities 0.2 (0.2 ) - Collateral on deposit 0.1 - 0.1 Total $ 3.3 $ (1.4 ) $ 1.9 Consolidated balance sheet location: Prepaid expenses and other current assets $ 1.9 As of March 31, 2019 (in millions) Gross Amounts of Recognized Liabilities Gross Amounts Offset in Consolidated Balance Sheet Net Amounts of Liabilities Presented in Consolidated Balance Sheet Cash flow hedge: Interest rate swap $ 3.6 $ - $ 3.6 Commodity and energy derivative contracts: Metal 1.2 (1.2 ) - Energy and utilities 0.2 (0.2 ) - Total $ 5.0 $ (1.4 ) $ 3.6 Consolidated balance sheet location: Other noncurrent liabilities $ 3.6 As of December 31, 2018 (in millions) Gross Amounts of Recognized Assets Gross Amounts Offset in Consolidated Balance Sheet Net Amounts of Assets Presented in Consolidated Balance Sheet Commodity and energy derivative contracts: Metal $ 3.3 $ (3.3 ) $ - Energy and utilities 0.1 (0.1 ) - Collateral on deposit 0.1 (0.1 ) - Total $ 3.5 $ (3.5 ) $ - As of December 31, 2018 (in millions) Gross Amounts of Recognized Liabilities Gross Amounts Offset in Consolidated Balance Sheet Net Amounts of Liabilities Presented in Consolidated Balance Sheet Cash flow hedge: Interest rate swap $ 2.0 $ - $ 2.0 Commodity and energy derivative contracts: Metal 4.2 (3.4 ) 0.8 Energy and utilities 0.3 (0.1 ) 0.2 Total $ 6.5 $ (3.5 ) $ 3.0 Consolidated balance sheet location: Accrued liabilities $ 0.9 Other noncurrent liabilities $ 2.1 The following table summarizes the effects of derivative contracts in the consolidated statements of comprehensive income and the consolidated statements of operations: Three Months Ended March 31, (in millions) 2019 2018 Cash flow hedge gains (losses) in other comprehensive income (loss) for: Interest rate swap $ (1.6 ) $ - Commodity and energy derivative contracts (gains) losses in cost of sales for: Metal $ (2.8 ) $ 1.9 Energy and utilities (0.2 ) - Total commodity derivative contract (gains) losses in cost of sales $ (3.0 ) $ 1.9 |
Note 13 - Fair Value Measuremen
Note 13 - Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 13. Fair Value Measurements ASC 820 • Level 1 • Level 2 not • Level 3 one As of March 31, 2019 December 31, 2018 asset $1.9 liability $1.0 820, 2 third not 24 As of March 31, 2019 December 31, 2018 liability $3.6 $2.0 2 We neither hold assets or liabilities requiring a Level 3 2019 2018 For purposes of financial reporting, we have determined that the carrying value of cash, accounts receivable, accounts payable, and accrued expenses approximates fair value due to their short term nature. As of March 31, 2019 December 31, 2018 $64.1 $58.7 1 Additionally, given the revolving nature and the variable interest rates, we have determined that the carrying value of the ABL Facility also approximates fair value. As of March 31, 2019 $310.4 $312.0 As of December 31, 2018 $304.2 $312.8 2 820 |
Note 14 - Commitments and Conti
Note 14 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 14. Commitments and Contingencies Environmental Considerations We are subject to a variety of environmental laws and regulations governing discharges to air and water, the handling, storage and disposal of hazardous or solid waste materials and the remediation of contamination associated with releases of hazardous substances. Although we believe we are in material compliance with all of the various regulations applicable to our business, there can be no not not not may On November 19, 2007 2007, Although we are not may January 2018, $0.7 three March 31, 2018 $6,000 not Legal Considerations We are party to various legal proceedings arising in the ordinary course of business. We believe that none |
Note 15 - Subsequent Event
Note 15 - Subsequent Event | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 15. Subsequent Event On April 9, 2019, 200 $44.00 second 2019. 2.1 8 April 11, 2019. The obligation of the parties to complete the merger is subject to customary closing conditions, including, among others: • the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon (the “Company Stockholder Approval”); • (i) the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, sixty not • the absence of any law, order or injunction of a court of competent jurisdiction or governmental entity restraining, enjoining or otherwise prohibiting the consummation of the merger; • the accuracy of the representations and warranties contained in the Merger Agreement (generally subject to certain materiality qualifiers); • the absence of a Company material adverse effect; and • the performance, in all material respects, by the parties of their respective obligations required by the Merger Agreement to be performed prior to the effective time. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Principles of Consolidation Global Brass and Copper Holdings, Inc. (“Holdings,” “GBC,” the “Company,” “we,” “us,” or “our”) is operated and managed through three These unaudited consolidated financial statements include the accounts of the Company, our wholly-owned subsidiaries, and our majority-owned subsidiaries in which we have a controlling interest. All intercompany accounts and transactions are eliminated in consolidation. The accompanying unaudited, interim consolidated financial statements include all normal recurring adjustments that are, in the opinion of management, necessary to fairly state the results for the interim periods presented. The December 31, 2018 not The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. In addition, it requires management to make estimates and assumptions that affect the reported amount of net sales and expenses during the reporting periods. Actual amounts could differ from those estimates. Results of operations for the interim periods presented are not may January 1, 2019, 842, Leases Note 2, 10 December 31, 2018 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued and Recently Adopted Accounting Pronouncements In August 2018, 2018 15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350 40 2018 15 2018 15 December 15, 2019. In June 2016, 2016 13, Financial Instruments - Credit Losses (Topic 326 may 2016 13 December 15, 2019, In February 2016, 2016 02, Leases (Topic 842 12 We adopted the guidance in Topic 842 January 1, 2019, no 1 2 3 842 not $7.1 $7.4 not |
Note 2 - Leases (Tables)
Note 2 - Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Tables | |
Schedule of Finance and Operating Lease Assets and Liabilities [Table Text Block] | (in millions) Classification As of March 31, 2019 Assets Operating lease assets Other noncurrent assets (a) $ 6.5 Finance lease assets Property, plant and equipment, net (a) 1.7 Total lease assets $ 8.2 Liabilities Current Operating Accrued liabilities $ 2.7 Finance Current portion of debt 1.1 Noncurrent Operating Other noncurrent liabilities 4.2 Finance Noncurrent portion of debt 1.1 Total lease liabilities $ 9.1 |
Schedule of Lease Expense [Table Text Block] | (in millions) Classification Three Months Ended March 31, 2019 Operating lease expense Cost of sales $ 0.7 Selling, general and administrative expenses 0.2 Total operating lease expense (a) 0.9 Finance lease expense Amortization of right-of-use assets Cost of sales 0.4 Interest on lease liabilities Interest expense, net 0.1 Total finance lease expense 0.5 Total lease expense $ 1.4 |
Schedule of Lease Cash Flow Information [Table Text Block] | (in millions) Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 0.9 Operating cash flows from finance leases 0.1 Financing cash flows from finance leases 0.5 Right-of-use assets obtained in exchange for lease obligations: Operating leases 7.3 Finance leases 0.1 |
Schedule of Lease Terms and Discount Rates [Table Text Block] | As of March 31, 2019 Weighted-average remaining lease term (years): Operating leases 3.1 Finance leases 3.0 Weighted-average discount rate: Operating leases 5.4 % Finance leases 5.4 % |
Lease Liability Maturity [Table Text Block] | (in millions) Operating Leases Finance Leases Total 2019 (excluding the three months ending March 31, 2019) $ 2.4 $ 1.0 $ 3.4 2020 2.2 0.5 2.7 2021 1.6 0.4 2.0 2022 0.7 0.3 1.0 2023 0.4 0.1 0.5 Thereafter 0.2 0.1 0.3 Total lease payments 7.5 2.4 9.9 Less: Imputed interest (0.6 ) (0.2 ) (0.8 ) Present value of lease liabilities $ 6.9 $ 2.2 $ 9.1 |
Schedule of Future Minimum Payments for Operating and Capital Leases [Table Text Block] | (in millions) Operating Leases Finance Leases Total 2019 $ 3.2 $ 1.5 $ 4.7 2020 2.1 0.5 2.6 2021 1.5 0.3 1.8 2022 0.6 0.3 0.9 2023 0.3 0.1 0.4 Thereafter 0.2 0.1 0.3 Total lease payments $ 7.9 $ 2.8 $ 10.7 |
Note 3 - Revenue (Tables)
Note 3 - Revenue (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended March 31, (in millions) 2019 2018 Building and housing $ 140.1 $ 157.6 Automotive and transportation 74.5 88.9 Munitions 54.5 46.3 Coinage 47.3 45.2 Industrial machinery and equipment 36.2 40.9 Electronics / electrical components 32.2 39.1 Other 45.5 53.8 Net sales $ 430.3 $ 471.8 |
Note 4 - Earnings Per Share (Ta
Note 4 - Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, (in millions, except per share data) 2019 2018 Numerator Net income attributable to Global Brass and Copper Holdings, Inc. $ 17.9 $ 15.8 Denominator Weighted-average common shares outstanding 21.7 21.9 Effect of potentially dilutive securities: Stock options and nonvested share awards 0.3 0.4 Weighted-average common shares outstanding, assuming dilution 22.0 22.3 Anti-dilutive shares excluded from above 0.1 0.1 Net income attributable to Global Brass and Copper Holdings, Inc. per common share: Basic $ 0.83 $ 0.72 Diluted $ 0.82 $ 0.71 |
Note 5 - Segment Information (T
Note 5 - Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended March 31, (in millions) 2019 2018 Net Sales, External Customers Olin Brass $ 172.3 $ 178.7 Chase Brass 146.3 171.6 A.J. Oster 111.7 121.5 Total net sales, external customers $ 430.3 $ 471.8 Intersegment Net Sales Olin Brass $ 36.0 $ 21.4 Chase Brass - - A.J. Oster 0.1 - Total intersegment net sales $ 36.1 $ 21.4 Adjusted EBITDA Olin Brass $ 13.9 $ 14.0 Chase Brass 17.0 18.6 A.J. Oster 5.7 5.7 Total adjusted EBITDA of operating segments 36.6 38.3 Corporate (7.1 ) (6.0 ) Depreciation expense (5.6 ) (5.1 ) Amortization expense (0.1 ) (0.1 ) Interest expense, net (4.0 ) (4.3 ) Net income attributable to noncontrolling interest 0.1 0.1 Unrealized (loss) gain on derivative contracts (a) 3.3 (2.4 ) Specified legal / professional expenses (b) (1.3 ) - Lower of cost or market adjustment to inventory (c) 2.8 0.9 Step-up costs from acquisition accounting - (0.2 ) Income before provision for income taxes $ 24.7 $ 21.2 |
Note 6 - Inventories (Tables)
Note 6 - Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | As of (in millions) March 31, 2019 December 31, 2018 Raw materials and supplies $ 25.5 $ 31.9 Work-in-process 70.9 72.9 Finished goods 120.0 113.4 Total inventories $ 216.4 $ 218.2 |
Inventory Market Value [Table Text Block] | As of (in millions) March 31, 2019 December 31, 2018 Market value $ 312.3 $ 296.5 As reported 216.4 218.2 Excess of market over reported value $ 95.9 $ 78.3 |
Note 7 - Prepaid Expenses and_2
Note 7 - Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Tables | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | As of (in millions) March 31, 2019 December 31, 2018 Workers’ compensation plan deposits $ 2.3 $ 2.9 Derivative contract assets 1.9 - Prepaid insurance 1.0 1.6 Other 5.3 4.0 Total prepaid expenses and other current assets $ 10.5 $ 8.5 |
Note 8 - Accrued Liabilities (T
Note 8 - Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | As of (in millions) March 31, 2019 December 31, 2018 Compensation and benefits $ 11.1 $ 23.4 Workers’ compensation 2.8 2.7 Operating lease liabilities 2.7 - Utilities 2.6 2.7 Professional fees 2.1 1.8 Taxes 1.2 1.2 Derivative contract liabilities - 0.9 Other 4.1 7.5 Total accrued liabilities $ 26.6 $ 40.2 |
Note 9 - Financing (Tables)
Note 9 - Financing (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | As of (in millions) March 31, 2019 December 31, 2018 Term Loan B Facility $ 312.0 $ 312.8 Deferred financing fees and discount on debt (4.9 ) (5.1 ) Obligations under finance lease 2.2 2.6 Total debt 309.3 310.3 Less: Current portion of debt (4.3 ) (4.6 ) Noncurrent portion of debt $ 305.0 $ 305.7 |
Note 10 - Accumulated Other C_2
Note 10 - Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Tables | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | (in millions) Foreign Currency Translation Adjustment Total Balance at December 31, 2017 $ (2.9 ) $ (2.9 ) Other comprehensive income (loss) 0.8 0.8 Balance at March 31, 2018 $ (2.1 ) $ (2.1 ) (in millions) Unrealized Gain (Loss) on Cash Flow Hedge Foreign Currency Translation Adjustment Total Balance at December 31, 2018 $ (1.5 ) $ (4.6 ) $ (6.1 ) Other comprehensive income (loss) (1.2 ) 0.8 (0.4 ) Balance at March 31, 2019 $ (2.7 ) $ (3.8 ) $ (6.5 ) |
Note 12 - Derivative Contracts
Note 12 - Derivative Contracts (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Tables | |
Schedule of Derivative Instruments [Table Text Block] | As of (in millions) March 31, 2019 December 31, 2018 Cash flow hedge: Interest rate swap $ 150.0 $ 150.0 Commodity and energy derivative contracts: Metal 7.8 27.9 Energy and utilities 4.2 3.0 Total $ 162.0 $ 180.9 As of (in millions) March 31, 2019 December 31, 2018 Commodity and energy derivative contracts: Notional amount - long $ 50.5 $ 67.4 Notional amount - (short) (38.5 ) (36.5 ) Net long / (short) $ 12.0 $ 30.9 |
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location [Table Text Block] | As of March 31, 2019 (in millions) Gross Amounts of Recognized Assets Gross Amounts Offset in Consolidated Balance Sheet Net Amounts of Assets Presented in Consolidated Balance Sheet Commodity and energy derivative contracts: Metal $ 3.0 $ (1.2 ) $ 1.8 Energy and utilities 0.2 (0.2 ) - Collateral on deposit 0.1 - 0.1 Total $ 3.3 $ (1.4 ) $ 1.9 Consolidated balance sheet location: Prepaid expenses and other current assets $ 1.9 As of March 31, 2019 (in millions) Gross Amounts of Recognized Liabilities Gross Amounts Offset in Consolidated Balance Sheet Net Amounts of Liabilities Presented in Consolidated Balance Sheet Cash flow hedge: Interest rate swap $ 3.6 $ - $ 3.6 Commodity and energy derivative contracts: Metal 1.2 (1.2 ) - Energy and utilities 0.2 (0.2 ) - Total $ 5.0 $ (1.4 ) $ 3.6 Consolidated balance sheet location: Other noncurrent liabilities $ 3.6 As of December 31, 2018 (in millions) Gross Amounts of Recognized Assets Gross Amounts Offset in Consolidated Balance Sheet Net Amounts of Assets Presented in Consolidated Balance Sheet Commodity and energy derivative contracts: Metal $ 3.3 $ (3.3 ) $ - Energy and utilities 0.1 (0.1 ) - Collateral on deposit 0.1 (0.1 ) - Total $ 3.5 $ (3.5 ) $ - As of December 31, 2018 (in millions) Gross Amounts of Recognized Liabilities Gross Amounts Offset in Consolidated Balance Sheet Net Amounts of Liabilities Presented in Consolidated Balance Sheet Cash flow hedge: Interest rate swap $ 2.0 $ - $ 2.0 Commodity and energy derivative contracts: Metal 4.2 (3.4 ) 0.8 Energy and utilities 0.3 (0.1 ) 0.2 Total $ 6.5 $ (3.5 ) $ 3.0 Consolidated balance sheet location: Accrued liabilities $ 0.9 Other noncurrent liabilities $ 2.1 Three Months Ended March 31, (in millions) 2019 2018 Cash flow hedge gains (losses) in other comprehensive income (loss) for: Interest rate swap $ (1.6 ) $ - Commodity and energy derivative contracts (gains) losses in cost of sales for: Metal $ (2.8 ) $ 1.9 Energy and utilities (0.2 ) - Total commodity derivative contract (gains) losses in cost of sales $ (3.0 ) $ 1.9 |
Note 1 - Basis of Presentatio_2
Note 1 - Basis of Presentation and Principles of Consolidation (Details Textual) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($) | Jan. 01, 2019USD ($) | ||
Number of Reportable Segments | 3 | ||
Operating Lease, Right-of-Use Asset | [1] | $ 6,500 | |
Accounting Standards Update 2016-02 [Member] | |||
Operating Lease, Right-of-Use Asset | $ 7,100 | ||
Operating Lease, Liability, Total | 7,400 | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 0 | ||
[1] | Operating and finance lease assets are recorded net of accumulated amortization of $0.6 million and $6.4 million, respectively, as of March 31, 2019. |
Note 2 - Leases (Details Textua
Note 2 - Leases (Details Textual) $ in Millions | Mar. 31, 2019USD ($) |
Operating Lease, Right-of-Use Asset, Accumulated Amortization | $ 0.6 |
Finance Lease, Right-of-Use Asset, Accumulated Amortization | $ 6.4 |
Note 2 - Leases - Balance Sheet
Note 2 - Leases - Balance Sheet Information (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 | |
Operating lease assets | [1] | $ 6.5 | |
Finance lease assets | [1] | 1.7 | |
Total lease assets | [1] | 8.2 | |
Operating | 2.7 | ||
Finance | 1.1 | ||
Operating | 4.2 | ||
Finance | 1.1 | ||
Total lease liabilities | $ 9.1 | ||
[1] | Operating and finance lease assets are recorded net of accumulated amortization of $0.6 million and $6.4 million, respectively, as of March 31, 2019. |
Note 2 - Leases - Lease Expense
Note 2 - Leases - Lease Expense (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2019USD ($) | ||
Operating lease expense | $ 0.9 | [1] |
Interest on lease liabilities | 0.1 | |
Total finance lease expense | 0.5 | |
Total lease expense | 1.4 | |
Cost of Sales [Member] | ||
Operating lease expense | 0.7 | |
Amortization of right-of-use assets | 0.4 | |
Selling, General and Administrative Expenses [Member] | ||
Operating lease expense | $ 0.2 | |
[1] | Includes short-term lease expense and sublease income, which are not material. |
Note 2 - Leases - Cash Flow Inf
Note 2 - Leases - Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating cash flows from operating leases | $ 0.9 | |
Operating cash flows from finance leases | 0.1 | |
Financing cash flows from finance leases | 0.5 | $ 0.5 |
Operating leases | 7.3 | |
Finance leases | $ 0.1 |
Note 2 - Leases - Remaining Ter
Note 2 - Leases - Remaining Terms and Discount Rates (Details) | Mar. 31, 2019 |
Operating leases (Year) | 3 years 36 days |
Finance leases (Year) | 3 years |
Operating leases | 5.40% |
Finance leases | 5.40% |
Note 2 - Leases - Maturities of
Note 2 - Leases - Maturities of Lease Liabilities (Details) $ in Millions | Mar. 31, 2019USD ($) |
2019 (excluding the three months ending March 31, 2019), operating lease | $ 2.4 |
2019 (excluding the three months ending March 31, 2019), finance lease | 1 |
2019 (excluding the three months ending March 31, 2019), total | 3.4 |
2020, operating lease | 2.2 |
2020, finance lease | 0.5 |
2020, total | 2.7 |
2021, operating lease | 1.6 |
2021, finance lease | 0.4 |
2021, total | 2 |
2022, operating lease | 0.7 |
2022, finance lease | 0.3 |
2022, total | 1 |
2023, operating lease | 0.4 |
2023, finance lease | 0.1 |
2023, total | 0.5 |
Thereafter, operating lease | 0.2 |
Thereafter, finance lease | 0.1 |
Thereafter, total | 0.3 |
Total lease payments, operating lease | 7.5 |
Total lease payments, finance lease | 2.4 |
Total lease payments, total | 9.9 |
Less: Imputed interest, operating lease | (0.6) |
Less: Imputed interest, finance lease | (0.2) |
Less: Imputed interest, total | (0.8) |
Present value of lease liabilities, operating lease | 6.9 |
Present value of lease liabilities, finance lease | 2.2 |
Present value of lease liabilities, total | $ 9.1 |
Note 2 - Leases - Future Minimu
Note 2 - Leases - Future Minimum Lease Payments for Operating and Finance Leases (Details) $ in Millions | Dec. 31, 2018USD ($) |
2019, operating lease | $ 3.2 |
2019, finance lease | 1.5 |
2019, total | 4.7 |
2020, operating lease | 2.1 |
2020, finance lease | 0.5 |
2020, total | 2.6 |
2021, operating lease | 1.5 |
2021, finance lease | 0.3 |
2021, total | 1.8 |
2022, operating lease | 0.6 |
2022, finance lease | 0.3 |
2022, total | 0.9 |
2023, operating lease | 0.3 |
2023, finance lease | 0.1 |
2023, total | 0.4 |
Thereafter, operating lease | 0.2 |
Thereafter, finance lease | 0.1 |
Thereafter, total | 0.3 |
Total lease payments, operating lease | 7.9 |
Total lease payments, finance lease | 2.8 |
Total lease payments, total | $ 10.7 |
Note 3 - Revenue - Disaggregati
Note 3 - Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net sales | $ 430.3 | $ 471.8 |
Building and Housing [Member] | ||
Net sales | 140.1 | 157.6 |
Automotive and Transportation [Member] | ||
Net sales | 74.5 | 88.9 |
Munitions [Member] | ||
Net sales | 54.5 | 46.3 |
Coinage [Member] | ||
Net sales | 47.3 | 45.2 |
Industrial Machinery and Equipment [Member] | ||
Net sales | 36.2 | 40.9 |
Electronic/Electrical Components [Member] | ||
Net sales | 32.2 | 39.1 |
Product and Service, Other [Member] | ||
Net sales | $ 45.5 | $ 53.8 |
Note 4 - Earnings Per Share (De
Note 4 - Earnings Per Share (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 8 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Jul. 31, 2018 | |
Stock Repurchase Program, Authorized Amount | $ 35 | |||
Treasury Stock, Shares, Acquired | 0 | 400,000 | ||
Treasury Stock, Value, Acquired, Cost Method | $ 1.5 | $ 3.4 | $ 12.6 | |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 22.4 | $ 22.4 |
Note 4 - Earnings Per Share - B
Note 4 - Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net income attributable to Global Brass and Copper Holdings, Inc. | $ 17.9 | $ 15.8 |
Weighted-average common shares outstanding (in shares) | 21.7 | 21.9 |
Effect of potentially dilutive securities: | ||
Stock options and nonvested share awards (in shares) | 0.3 | 0.4 |
Weighted-average common shares outstanding, assuming dilution (in shares) | 22 | 22.3 |
Anti-dilutive shares excluded from above (in shares) | 0.1 | 0.1 |
Net income attributable to Global Brass and Copper Holdings, Inc. per common share: | ||
Basic (in dollars per share) | $ 0.83 | $ 0.72 |
Diluted (in dollars per share) | $ 0.82 | $ 0.71 |
Note 5 - Segment Information (D
Note 5 - Segment Information (Details Textual) | 3 Months Ended |
Mar. 31, 2019 | |
Number of Reportable Segments | 3 |
A.J. Oster [Member] | United States, Puerto Rico, and Mexico [Member] | |
Number of Service Center Locations | 11 |
Note 5 - Segment Information -
Note 5 - Segment Information - Reconciliation of Adjusted EBITDA to Income Before Provision for Income Taxes and Equity Income (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Net sales | $ 430.3 | $ 471.8 | |
Adjusted EBITDA | 36.6 | 38.3 | |
Depreciation expense | (5.6) | (5.1) | |
Amortization expense | (0.1) | (0.1) | |
Interest expense, net | (4) | (4.3) | |
Net income attributable to noncontrolling interest | 0.1 | 0.1 | |
Unrealized (loss) gain on derivative contracts | [1] | 3.3 | (2.4) |
Specified legal / professional expenses | [2] | (1.3) | |
Lower of cost or market adjustment to inventory | [3] | 2.8 | 0.9 |
Step-up costs from acquisition accounting | (0.2) | ||
Income before provision for income taxes | 24.7 | 21.2 | |
Operating Segments [Member] | |||
Net sales | 430.3 | 471.8 | |
Intersegment Eliminations [Member] | |||
Net sales | 36.1 | 21.4 | |
Corporate, Non-Segment [Member] | |||
Adjusted EBITDA | (7.1) | (6) | |
Olin Brass [Member] | |||
Adjusted EBITDA | 13.9 | 14 | |
Olin Brass [Member] | Operating Segments [Member] | |||
Net sales | 172.3 | 178.7 | |
Olin Brass [Member] | Intersegment Eliminations [Member] | |||
Net sales | 36 | 21.4 | |
Chase Brass [Member] | |||
Adjusted EBITDA | 17 | 18.6 | |
Chase Brass [Member] | Operating Segments [Member] | |||
Net sales | 146.3 | 171.6 | |
Chase Brass [Member] | Intersegment Eliminations [Member] | |||
Net sales | |||
A.J. Oster [Member] | |||
Adjusted EBITDA | 5.7 | 5.7 | |
A.J. Oster [Member] | Operating Segments [Member] | |||
Net sales | 111.7 | 121.5 | |
A.J. Oster [Member] | Intersegment Eliminations [Member] | |||
Net sales | $ 0.1 | ||
[1] | Represents unrealized gains / losses on derivative contracts. | ||
[2] | Represents selected professional fees for accounting, tax, legal and consulting services for merger and acquisition activity. | ||
[3] | Represents the impact of lower of cost or market adjustments to domestic metal inventory. |
Note 6 - Inventories (Details T
Note 6 - Inventories (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | ||
Percentage of LIFO Inventory | 63.00% | 67.00% | ||
Inventory Write-down | [1] | $ (2.8) | $ (0.9) | |
[1] | Represents the impact of lower of cost or market adjustments to domestic metal inventory. |
Note 6 - Inventories - Summary
Note 6 - Inventories - Summary of Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Raw materials and supplies | $ 25.5 | $ 31.9 |
Work-in-process | 70.9 | 72.9 |
Finished goods | 120 | 113.4 |
Total inventories | $ 216.4 | $ 218.2 |
Note 6 - Inventories - Summar_2
Note 6 - Inventories - Summary of Inventories Value (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Inventories | $ 216.4 | $ 218.2 |
Excess of market over reported value | 95.9 | 78.3 |
Estimate of Fair Value Measurement [Member] | ||
Inventories | $ 312.3 | $ 296.5 |
Note 7 - Prepaid Expenses and_3
Note 7 - Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Workers’ compensation plan deposits | $ 2.3 | $ 2.9 |
Derivative contract assets | 1.9 | |
Prepaid insurance | 1 | 1.6 |
Other | 5.3 | 4 |
Total prepaid expenses and other current assets | $ 10.5 | $ 8.5 |
Note 8 - Accrued Liabilities -
Note 8 - Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Compensation and benefits | $ 11.1 | $ 23.4 |
Workers’ compensation | 2.8 | 2.7 |
Operating lease liabilities | 2.7 | |
Utilities | 2.6 | 2.7 |
Professional fees | 2.1 | 1.8 |
Taxes | 1.2 | 1.2 |
Derivative contract liabilities | 0.9 | |
Other | 4.1 | 7.5 |
Total accrued liabilities | $ 26.6 | $ 40.2 |
Note 9 - Financing (Details Tex
Note 9 - Financing (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Derivative, Notional Amount | $ 162,000 | $ 180,900 |
Letters of Credit Outstanding, Amount | 4,600 | |
ABL Facility [Member] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 200,000 | |
Long-term Line of Credit, Total | 0 | |
Line of Credit Facility, Current Borrowing Capacity | 195,400 | |
Line of Credit Facility, Additional Borrowing Capacity | $ 200,000 | |
Line of Credit Facility, Expiration Date | Jul. 19, 2021 | |
Interest Rate Swap [Member] | ||
Derivative, Notional Amount | $ 150,000 | $ 150,000 |
Derivative, Fixed Interest Rate | 2.75% | |
Derivative, Maturity Date | May 31, 2023 | |
Term Loan Facility [Member] | ||
Debt Instrument, Face Amount | $ 312,000 | |
Debt, Weighted Average Interest Rate | 5.12% | |
Excess Cash Flow Payment Percentage, Scenario One | 50.00% | |
Excess Cash Flow Payment Percentage, Scenario Two | 25.00% | |
Excess Cash Flow Payment Percentage, Scenario Three | 0.00% | |
Debt Instrument, Periodic Payment, Total | $ 800 | |
Debt Instrument, Maturity Date | May 29, 2025 | |
Term Loan Facility [Member] | Base Rate [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |
Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.50% |
Note 9 - Financing - Components
Note 9 - Financing - Components of Long-term Debt (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Term Loan B Facility | $ 312 | $ 312.8 |
Deferred financing fees and discount on debt | (4.9) | (5.1) |
Obligations under finance lease | 2.2 | 2.6 |
Total debt | 309.3 | 310.3 |
Less: Current portion of debt | (4.3) | (4.6) |
Noncurrent portion of debt | $ 305 | $ 305.7 |
Note 10 - Accumulated Other C_3
Note 10 - Accumulated Other Comprehensive Income (Loss) - Compenents of AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Balance | $ 182.8 | |
Other comprehensive income (loss), net of tax | (0.3) | $ 0.9 |
Balance | 199.3 | |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||
Balance | (4.6) | (2.9) |
Other comprehensive income (loss), net of tax | 0.8 | 0.8 |
Balance | (3.8) | (2.1) |
AOCI Attributable to Parent [Member] | ||
Balance | (6.1) | (2.9) |
Other comprehensive income (loss), net of tax | (0.4) | 0.8 |
Balance | (6.5) | $ (2.1) |
AOCI, Derivative Qualifying as Hedge, Excluded Component, Parent [Member] | ||
Balance | (1.5) | |
Other comprehensive income (loss), net of tax | (1.2) | |
Balance | $ (2.7) |
Note 11 - Income Taxes (Details
Note 11 - Income Taxes (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation, Percent, Total | 27.10% | 25.00% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||
Unrecognized Tax Benefits, Ending Balance | $ 23.9 | $ 23.9 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 8.2 | 8.2 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | 2.8 | 2.5 | |
Liability for Uncertainty in Income Taxes, Noncurrent | $ 26.7 | $ 26.4 | |
Domestic Tax Authority [Member] | |||
Open Tax Year | 2015 2016 2017 2018 | ||
State and Local Jurisdiction [Member] | |||
Open Tax Year | 2014 2015 2016 2017 2018 |
Note 12 - Derivative Contract_2
Note 12 - Derivative Contracts - Summary of Outstanding Derivative Contracts (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Interest rate swap | $ 162,000 | $ 180,900 |
Interest Rate Swap [Member] | ||
Interest rate swap | 150,000 | 150,000 |
Commodity and Energy Derivative Contracts [Member] | ||
Interest rate swap | 12,000 | 30,900 |
Notional amount - long | 50,500 | 67,400 |
Notional amount - (short) | (38,500) | (36,500) |
Metal Commodity Contract [Member] | ||
Interest rate swap | 7,800 | 27,900 |
Energy Related Derivative [Member] | ||
Interest rate swap | $ 4,200 | $ 3,000 |
Note 12 - Derivative Contract_3
Note 12 - Derivative Contracts - Effects of Derivative Contracts in Condensed Consolidated Financial Statements (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Gross Amounts of Recognized Assets | $ 3.3 | $ 3.5 | |
Gross Amounts Offset in Consolidated Balance Sheet | (1.4) | (3.5) | |
Net Amounts of Assets Presented in Consolidated Balance Sheet | 1.9 | ||
Derivative contract assets | 1.9 | ||
Gross Amounts of Recognized Liabilities | 5 | 6.5 | |
Gross Amounts Offset in Consolidated Balance Sheet | (1.4) | (3.5) | |
Net Amounts of Liabilities Presented in Consolidated Balance Sheet | 3.6 | 3 | |
Derivative conctract liabilities, noncurrent | 3.6 | 2.1 | |
Derivative contract liabilities | 0.9 | ||
Total commodity derivative contract (gains) losses in cost of sales | (3) | $ 1.9 | |
Commodity Contract [Member] | |||
Gross Amounts of Recognized Assets | 3 | 3.3 | |
Gross Amounts Offset in Consolidated Balance Sheet | (1.2) | (3.3) | |
Net Amounts of Assets Presented in Consolidated Balance Sheet | 1.8 | ||
Gross Amounts of Recognized Liabilities | 1.2 | 4.2 | |
Gross Amounts Offset in Consolidated Balance Sheet | (1.2) | (3.4) | |
Net Amounts of Liabilities Presented in Consolidated Balance Sheet | 0.8 | ||
Total commodity derivative contract (gains) losses in cost of sales | (2.8) | 1.9 | |
Interest Rate Swap [Member] | |||
Gross Amounts of Recognized Liabilities | 3.6 | 2 | |
Gross Amounts Offset in Consolidated Balance Sheet | |||
Net Amounts of Liabilities Presented in Consolidated Balance Sheet | 3.6 | 2 | |
Total commodity derivative contract (gains) losses in cost of sales | (1.6) | ||
Energy Related Derivative [Member] | |||
Gross Amounts of Recognized Assets | 0.2 | 0.1 | |
Gross Amounts Offset in Consolidated Balance Sheet | (0.2) | (0.1) | |
Net Amounts of Assets Presented in Consolidated Balance Sheet | |||
Gross Amounts of Recognized Liabilities | 0.2 | 0.3 | |
Gross Amounts Offset in Consolidated Balance Sheet | (0.2) | (0.1) | |
Net Amounts of Liabilities Presented in Consolidated Balance Sheet | 0.2 | ||
Total commodity derivative contract (gains) losses in cost of sales | (0.2) | ||
Collateral on Deposit [Member] | |||
Gross Amounts of Recognized Assets | 0.1 | 0.1 | |
Gross Amounts Offset in Consolidated Balance Sheet | (0.1) | ||
Net Amounts of Assets Presented in Consolidated Balance Sheet | $ 0.1 |
Note 13 - Fair Value Measurem_2
Note 13 - Fair Value Measurements (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Derivative Asset, Total | $ 1.9 | |
Derivative Liability, Total | 3.6 | 3 |
Fair Value, Inputs, Level 2 [Member] | Secured Debt [Member] | Term Loan B Facility [Member] | ||
Long-term Debt, Fair Value | 310.4 | 304.2 |
Secured Debt, Total | 312 | 312.8 |
Fair Value, Inputs, Level 1 [Member] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 64.1 | 58.7 |
Commodity and Energy Derivative Contracts [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Derivative Asset, Total | 1.9 | |
Derivative Liability, Total | 1 | |
Commodity Contract [Member] | ||
Derivative Asset, Total | 1.8 | |
Derivative Liability, Total | 0.8 | |
Derivative, Term of Contract | 2 years | |
Interest Rate Swap [Member] | ||
Derivative Liability, Total | $ 3.6 | 2 |
Interest Rate Swap [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Derivative Liability, Total | $ 3.6 | $ 2 |
Note 14 - Commitments and Con_2
Note 14 - Commitments and Contingencies (Details Textual) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Environmental Remediation Expense | $ 700,000 |
Fine Paid to US EPA | $ 6,000 |
Note 15 - Subsequent Event (Det
Note 15 - Subsequent Event (Details Textual) - Subsequent Event [Member] - Acquisition of Global Brass and Copper Holdings [Member] - Wieland-Werke AG [Member] | Apr. 09, 2019$ / shares |
Business Acquisition, Share Price | $ 44 |
Business Acquisition, Closing Conditions, Expiration of Waiting Period, Passage of Time Following Notification | 60 days |