Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 26, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | BRSS | |
Entity Registrant Name | GLOBAL BRASS & COPPER HOLDINGS, INC. | |
Entity Central Index Key | 1,533,526 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 21,884,846 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 66.9 | $ 88.2 |
Accounts receivable (net of allowance of $0.8 and $0.5 at March 31, 2017 and December 31, 2016, respectively) | 196 | 134 |
Inventories | 143.3 | 163.7 |
Prepaid expenses and other current assets | 40.6 | 18.3 |
Income tax receivable | 3.2 | 5.4 |
Total current assets | 450 | 409.6 |
Property, plant and equipment | 196.8 | 191.7 |
Less: Accumulated depreciation | (65.6) | (61.3) |
Property, plant and equipment, net | 131.2 | 130.4 |
Goodwill | 4.4 | 4.4 |
Intangible assets, net | 0.4 | 0.4 |
Deferred income taxes | 33.7 | 34.1 |
Other noncurrent assets | 3.4 | 3.7 |
Total assets | 623.1 | 582.6 |
Current liabilities: | ||
Current portion of debt | 4.5 | 4.5 |
Accounts payable | 105.2 | 88.9 |
Accrued liabilities | 56.6 | 45 |
Accrued interest | 0.1 | 0.2 |
Income tax payable | 0.3 | 1.3 |
Total current liabilities | 166.7 | 139.9 |
Noncurrent portion of debt | 310.5 | 311.5 |
Other noncurrent liabilities | 35.3 | 36 |
Total liabilities | 512.5 | 487.4 |
Commitments and Contingencies (Note 11) | ||
Global Brass and Copper Holdings, Inc. stockholders’ equity: | ||
Common stock - $0.01 par value; 80,000,000 shares authorized; 22,108,381 and 21,712,216 shares issued at March 31, 2017 and December 31, 2016, respectively | 0.2 | 0.2 |
Additional paid-in capital | 48.7 | 45 |
Retained earnings | 66.8 | 51.2 |
Treasury stock - 218,487 and 79,149 shares at March 31, 2017 and December 31, 2016, respectively | (6.3) | (1.5) |
Accumulated other comprehensive loss | (3.4) | (4.1) |
Total Global Brass and Copper Holdings, Inc. stockholders’ equity | 106 | 90.8 |
Noncontrolling interest | 4.6 | 4.4 |
Total equity | 110.6 | 95.2 |
Total liabilities and equity | $ 623.1 | $ 582.6 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 0.8 | $ 0.5 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 22,108,381 | 21,712,216 |
Treasury stock, shares | 218,487 | 79,149 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Net sales | $ 393.3 | $ 328.9 |
Cost of sales | (343.4) | (279.4) |
Gross profit | 49.9 | 49.5 |
Selling, general and administrative expenses | (22.9) | (19.7) |
Operating income | 27 | 29.8 |
Interest expense | (4.7) | (8.4) |
Loss on extinguishment of debt | 0 | (2.9) |
Other (expense) income, net | (0.3) | 0.4 |
Income before provision for income taxes | 22 | 18.9 |
Provision for income taxes | (4.8) | (6.7) |
Net income | 17.2 | 12.2 |
Net income attributable to noncontrolling interest | (0.2) | 0 |
Net income attributable to Global Brass and Copper Holdings, Inc. | $ 17 | $ 12.2 |
Net income attributable to Global Brass and Copper Holdings, Inc. per common share: | ||
Basic (in usd per share) | $ 0.79 | $ 0.57 |
Diluted (in usd per share) | $ 0.77 | $ 0.57 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 21.5 | 21.3 |
Diluted (in shares) | 22.1 | 21.5 |
Dividends declared per common share (in usd per share) | $ 0.0375 | $ 0.0375 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 17.2 | $ 12.2 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 0.8 | (0.2) |
Income tax (expense) benefit on foreign currency translation adjustment | (0.1) | 0.1 |
Comprehensive income | 17.9 | 12.1 |
Comprehensive (income) loss attributable to noncontrolling interest | (0.2) | 0 |
Comprehensive income attributable to Global Brass and Copper Holdings, Inc. | $ 17.7 | $ 12.1 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity / (Deficit) (Unaudited) - USD ($) $ in Millions | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Total Global Brass and Copper Holdings, Inc. Stockholder's Equity [Member] | Noncontrolling Interest [Member] |
Shares outstanding, beginning balance, shares at Dec. 31, 2015 | 21,507,154 | |||||||
Stockholder's Equity, Beginning Balance at Dec. 31, 2015 | $ 60.7 | $ 0.2 | $ 36.9 | $ 22.3 | $ (0.7) | $ (2.3) | $ 56.4 | $ 4.3 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share-based compensation, shares | 0 | |||||||
Share-based compensation | $ 1.1 | 1.1 | 1.1 | |||||
Share repurchases, shares | (17,509) | |||||||
Share repurchases | $ (0.4) | (0.4) | (0.4) | |||||
Excess tax benefit on share-based compensation | 0.1 | 0.1 | 0.1 | |||||
Dividends declared | (0.8) | (0.8) | (0.8) | |||||
Net income | 12.2 | 12.2 | 12.2 | |||||
Other comprehensive loss, net of tax | $ (0.1) | (0.1) | (0.1) | |||||
Shares outstanding, ending balance, shares at Mar. 31, 2016 | 21,489,645 | |||||||
Stockholder's Equity, Ending Balance at Mar. 31, 2016 | $ 72.8 | 0.2 | 38.1 | 33.7 | (1.1) | (2.4) | 68.5 | 4.3 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Adoption of ASU 2016-09 | $ 0 | 0.5 | (0.5) | 0 | ||||
Shares outstanding, beginning balance, shares at Dec. 31, 2016 | 21,633,067 | |||||||
Stockholder's Equity, Beginning Balance at Dec. 31, 2016 | $ 95.2 | 0.2 | 45 | 51.2 | (1.5) | (4.1) | 90.8 | 4.4 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share-based compensation, shares | 357,784 | |||||||
Share-based compensation | $ 2.5 | 2.5 | 2.5 | |||||
Exercise of stock options, shares | 38,381 | |||||||
Exercise of stock options | $ 0.7 | 0.7 | 0.7 | |||||
Share repurchases, shares | (139,338) | |||||||
Share repurchases | $ (4.8) | (4.8) | (4.8) | |||||
Dividends declared | (0.9) | (0.9) | (0.9) | |||||
Net income | 17.2 | 17 | 17 | 0.2 | ||||
Other comprehensive loss, net of tax | $ 0.7 | 0.7 | 0.7 | |||||
Shares outstanding, ending balance, shares at Mar. 31, 2017 | 21,889,894 | |||||||
Stockholder's Equity, Ending Balance at Mar. 31, 2017 | $ 110.6 | $ 0.2 | $ 48.7 | $ 66.8 | $ (6.3) | $ (3.4) | $ 106 | $ 4.6 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | ||
Net income | $ 17.2 | $ 12.2 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Lower of cost or market adjustment to inventory | (0.8) | 0.3 |
Unrealized (gain) loss on derivatives | 0.8 | (1.9) |
Depreciation | 4.5 | 3.6 |
Amortization of debt discount and issuance costs | 0.3 | 0.7 |
Loss on extinguishment of debt | 0 | 2.9 |
Share-based compensation expense | 2.5 | 1.1 |
Provision for bad debts, net of reductions | 0.3 | (0.3) |
Deferred income taxes | 0.2 | 1.2 |
Change in assets and liabilities: | ||
Accounts receivable | (61.7) | (22.9) |
Inventories | 21.7 | 16.3 |
Prepaid expenses and other current assets | (23.5) | 1.8 |
Accounts payable | 18.6 | 0.4 |
Accrued liabilities | 12 | (12.5) |
Accrued interest | (0.1) | 7.1 |
Income taxes, net | 1.3 | 2.1 |
Other, net | (0.4) | 0 |
Net cash (used in) provided by operating activities | (7.1) | 12.1 |
Cash flows from investing activities | ||
Capital expenditures | (7.8) | (7.6) |
Net cash used in investing activities | (7.8) | (7.6) |
Cash flows from financing activities | ||
Borrowings on ABL Facility | 0.2 | 0.4 |
Payments on ABL Facility | (0.2) | (0.4) |
Retirement of Senior Secured Notes | 0 | (35.5) |
Premium payment on extinguishment of debt | 0 | (2.2) |
Payments on term loan | (0.8) | 0 |
Principal payments under capital lease obligation | (0.3) | (0.3) |
Dividends paid | (0.9) | (0.8) |
Proceeds from exercise of stock options | 0.7 | |
Share repurchases | (4.8) | (0.4) |
Net cash used in financing activities | (6.1) | (39.2) |
Effect of foreign currency exchange rates | (0.3) | (0.1) |
Net (decrease) in cash | (21.3) | (34.8) |
Cash at beginning of period | 88.2 | 83.5 |
Cash at end of period | 66.9 | 48.7 |
Noncash investing and financing activities | ||
Purchases of property, plant and equipment not yet paid | $ 1.6 | $ 1.9 |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation Global Brass and Copper Holdings, Inc. (“Holdings,” the “Company,” “we,” “us,” or “our”), through its wholly-owned principal operating subsidiary, Global Brass and Copper, Inc. (“GBC”), is operated and managed through three reportable segments: GBC Metals, LLC (“Olin Brass”), Chase Brass and Copper Company, LLC (“Chase Brass”) and A.J. Oster, LLC (“A.J. Oster”). 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 a fair statement of the results for the interim periods presented. The December 31, 2016 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“US GAAP”). Certain information and disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted. 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 necessarily indicative of results which may be expected for any other interim period or for the year as a whole. There have been no significant changes to our significant accounting policies during the three months ended March 31, 2017 . These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company included in our Annual Report on Form 10-K for the year ended December 31, 2016 . Recently Issued and Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation-Stock Compensation (Topic 718) (“ASU 2016-09”). ASU 2016-09 simplifies various aspects of the accounting for share-based payment transactions, including income tax consequences, presentation of awards as either equity or liabilities, presentation in the statement of cash flows and accounting for forfeitures. The provisions of ASU 2016-09 are effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2016. As allowed under the new guidance, we have elected to change our accounting policy to now recognize forfeitures as they occur. As of January 1, 2017, the date we adopted this ASU, the $0.5 million cumulative effect of that change in accounting policy resulted in a decrease to retained earnings and increase to additional paid-in capital. Additionally, ASU 2016-09 eliminates the requirement to report excess tax benefits and certain tax deficiencies related to share-based payment transactions in additional paid-in capital. In accordance with the new standard and prospectively since the date we adopted this ASU, we are recording excess tax benefits and tax deficiencies as an income tax benefit or provision in the consolidated statements of operations. The guidance also requires excess tax benefits to be reported as operating activities in the statement of cash flows rather than as a financing activity. We have elected to retrospectively adjust the cash flow classification, resulting in an increase of $0.1 million in cash from operating activities for the three months ended March 31, 2016, with a corresponding decrease to cash from financing activities. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease effectively finances a purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method (finance lease) or on a straight line basis over the term of the lease (operating lease). A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. ASU 2016-02 supersedes the existing guidance on accounting for leases in “ Leases (Topic 840).” The provisions of ASU 2016-02 are effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted and the provisions are to be applied using a modified retrospective approach. We are in the process of evaluating the impact of adoption on our consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The guidance provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The FASB subsequently issued ASU No. 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date , ASU No. 2016-08, Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (Topic 606) , ASU No. 2016-10, Identifying Performance Obligations and Licensing (Topic 606), ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients (Topic 606) and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers , which further clarify aspects of the initial ASU. The guidance is effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2017. The revenue recognition guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. We are in the process of evaluating the impact of adoption on our consolidated financial statements. Our assessment to date, which is still incomplete, has not resulted in any material changes. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 adjusted by 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 (in millions, except per share data) 2017 2016 Numerator Net income attributable to Global Brass and Copper Holdings, Inc. $ 17.0 $ 12.2 Denominator Weighted-average common shares outstanding 21.5 21.3 Effect of potentially dilutive securities: Stock options and nonvested share awards 0.6 0.2 Weighted-average common shares outstanding, assuming dilution 22.1 21.5 Anti-dilutive shares excluded from above 0.2 — Net income attributable to Global Brass and Copper Holdings, Inc. per common share: Basic $ 0.79 $ 0.57 Diluted $ 0.77 $ 0.57 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 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 reportable segments: Olin Brass, Chase Brass and A.J. Oster. Olin Brass is a leading manufacturer, fabricator and converter of non-ferrous products, including sheet, strip, foil, tube and fabricated products. 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 used in five primary markets: 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 rod in round and other shapes, ranging from 1/4 inch to 4.5 inches in diameter. The key attributes of brass rod include its machinability, corrosion resistance and moderate strength, making it especially suitable for forging and machining products such as valves and fittings. Brass rod is generally manufactured from copper or copper-alloy scrap. Chase Brass produces brass rod used in production applications which can be grouped into four primary markets: building and housing, transportation, electronics / electrical components and industrial machinery and equipment. A.J. Oster primarily processes and distributes copper, copper-alloy and aluminum sheet, strip and foil through six strategically-located service centers in the United States, Puerto Rico and Mexico. Each A.J. Oster service center reliably provides a broad range of high quality products at quick lead-times in small quantities. These capabilities, combined with A.J. Oster’s operations of precision slitting, hot tinning, traverse winding, cutting and special packaging, provide value to a broad customer base. A.J. Oster’s products are used in three primary markets: building and housing, automotive and electronics / electrical components. Corporate includes compensation for corporate executives and staff, and professional fees for accounting, tax and legal services. Corporate also includes interest expense, state and federal income taxes, overhead costs, all share-based compensation expense, gains and losses associated with certain acquisitions and dispositions and the elimination of intercompany balances and transactions. The Chief Operating Decision Maker evaluates performance and determines resource allocations based on a number of factors, the primary performance measure being adjusted EBITDA (as defined below), a non-GAAP measure. 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 out (“LIFO”) layer of metal inventory; • share-based compensation expense; • loss on extinguishment of debt; • restructuring and other business transformation charges; • specified legal and professional expenses; and • certain other items. Each of these items are excluded because our management believes they are not indicative of the ongoing performance of our core operations. Below is a reconciliation of adjusted EBITDA of segments to income before provision for income taxes: Three Months Ended (in millions) 2017 2016 Net Sales, External Customers Olin Brass $ 164.6 $ 131.6 Chase Brass 154.0 128.1 A.J. Oster 74.7 69.2 Total net sales, external customers $ 393.3 $ 328.9 Intersegment Net Sales Olin Brass $ 24.0 $ 20.2 Chase Brass 0.1 0.1 A.J. Oster — — Total intersegment net sales $ 24.1 $ 20.3 Adjusted EBITDA Olin Brass $ 11.8 $ 13.3 Chase Brass 20.4 19.2 A.J. Oster 2.5 5.1 Total adjusted EBITDA of operating segments 34.7 37.6 Corporate (1.2 ) (3.9 ) Depreciation expense (4.5 ) (3.6 ) Interest expense (4.7 ) (8.4 ) Net income attributable to noncontrolling interest 0.2 — Unrealized (loss) gain on derivative contracts (a) (0.8 ) 1.9 Loss on extinguishment of debt (b) — (2.9 ) Specified legal / professional expenses (c) — (0.4 ) Lower of cost or market adjustment to inventory (d) 0.8 (0.3 ) Share-based compensation expense (e) (2.5 ) (1.1 ) Income before provision for income taxes $ 22.0 $ 18.9 (a) Represents unrealized gains / losses on derivative contracts. (b) Represents the loss on extinguishment of debt recognized in connection with the open market purchases of our former senior secured notes (“Senior Secured Notes”). See Note 7 , “ Financing .” (c) Represents selected professional fees for accounting, tax, legal and consulting services incurred as a public company that exceed our expected long-term requirements. (d) For the three months ended March 31, 2017 , represents net recoveries of previous charges as market prices for certain metals increased. For the three months ended March 31, 2016 , represents lower of cost or market charges for the write down of domestic metal inventory. (e) Represents compensation expense resulting from stock compensation awards to certain employees and our Board of Directors. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories were as follows: As of (in millions) March 31, December 31, Raw materials and supplies $ 19.9 $ 22.7 Work-in-process 47.3 65.6 Finished goods 76.1 75.4 Total inventories $ 143.3 $ 163.7 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 approximately 60% and 70% of total inventory at March 31, 2017 and December 31, 2016 , respectively. Other manufactured inventories, including the direct labor and manufacturing overhead components and certain non-U.S. inventories, are valued on a first-in, first out (“FIFO”) basis. During the three months ended March 31, 2017 and 2016 , we recorded adjustments for certain domestic metal inventory from the fluctuations in market value of these metals. These adjustments decreased cost of sales by $0.8 million during the three months ended March 31, 2017 and increased cost of sales by $0.3 million for the three months ended March 31, 2016 . Below is a summary of inventories valued at period-end market values compared to the as reported values: As of (in millions) March 31, December 31, Market value $ 223.2 $ 232.9 As reported 143.3 163.7 Excess of market over reported value $ 79.9 $ 69.2 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets were as follows: As of (in millions) March 31, December 31, Deferred cost of sales - toll customers $ 29.5 $ 4.0 Workers’ compensation plan deposits 4.8 6.3 Derivative contract assets 2.2 2.8 Prepaid insurance 0.9 1.7 Other 3.2 3.5 Total prepaid expenses and other current assets $ 40.6 $ 18.3 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following: As of (in millions) March 31, December 31, Deferred sales revenue - toll customers $ 30.2 $ 4.0 Compensation and benefits 11.4 25.1 Workers’ compensation 3.1 3.0 Insurance 2.9 3.1 Utilities 2.8 2.0 Professional fees 1.5 1.8 Taxes 1.2 1.3 Other 3.5 4.7 Total accrued liabilities $ 56.6 $ 45.0 |
Financing
Financing | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Financing | Financing Long-term debt consisted of the following: As of (in millions) March 31, December 31, Term Loan B Facility 318.4 319.2 Deferred financing fees and discount on debt (6.8 ) (6.9 ) Obligations under capital lease 3.4 3.7 Total debt 315.0 316.0 Less: Current portion of debt (4.5 ) (4.5 ) Noncurrent portion of debt $ 310.5 $ 311.5 Term Loan B Facility At March 31, 2017 , we had $ 318.4 million outstanding under our long-term credit facility that matures on July 18, 2023 (“Term Loan B Facility”), which accrued interest at a rate of 5.25% . Amounts outstanding under the Term Loan B Facility bear interest at a rate per annum equal to, at our option, either (1) 3.00% to 3.25% subject to a total net leverage ratio pricing grid set forth in the agreement governing this facility (“Term Loan B Credit Agreement”) plus an Alternate Base Rate (as defined in the Term Loan B Credit Agreement) or (2) 4.00% to 4.25% subject to a total net leverage ratio pricing grid set forth in the Term Loan B Credit Agreement plus the Adjusted LIBO Rate (as defined in the Term Loan B Credit Agreement). The Term Loan B Credit Agreement also contains a financial covenant that requires us to maintain a total net leverage ratio that is tested quarterly. The “total net leverage ratio” requires us to maintain a ratio of the amount of total net debt to “Consolidated Adjusted EBITDA” (for all terms, as defined in the Term Loan B Credit Agreement) for the twelve consecutive months prior to the date on which the ratio is tested of no greater than 4.0 to 1.0 . In connection with the Term Loan B Facility, we must make quarterly payments of $0.8 million with the balance expected to be due on July 18, 2023. ABL Facility Our asset-based revolving loan facility that expires on July 19, 2021 (“ABL Facility”) provides for borrowings of up to the lesser of $200.0 million or the borrowing base. As of March 31, 2017 , we had no borrowings outstanding under the ABL Facility and available borrowings under the facility were $197.9 million after giving effect to the $2.1 million of letters of credit outstanding, which are used to provide collateral for our insurance programs. Under certain circumstances, we may request an increase in the maximum commitments of up to $200.0 million (but the lenders are not obligated to grant such an increase). Amounts outstanding, if any, under the ABL Facility bear interest at a rate per annum equal to, at our option, either (1) 0.25% to 0.75% , subject to an average quarterly availability pricing grid set forth in the agreement governing the facility (“ABL Credit Agreement”) plus an Alternate Base Rate (as defined in the ABL Credit Agreement) or (2) 1.25% to 1.75% , subject to an average quarterly availability pricing grid set forth in the ABL Credit Agreement plus the Adjusted LIBO Rate (as defined in the ABL Credit Agreement). Unused amounts under the ABL Facility incur an unused line fee of 0.375% or 0.25% per annum (depending on the percentage of aggregate revolving exposure), payable in arrears on a monthly basis. The ABL Credit Agreement also contains a financial covenant requiring us to maintain a fixed charge coverage ratio that is tested whenever excess availability, as defined in the ABL Credit Agreement, falls below the greater of $20.0 million or 10% of our potential borrowings. This covenant requires us to maintain a ratio of “Consolidated Adjusted EBITDA” to the amount of our “fixed charges” (for all terms, as defined in the ABL Credit Agreement) for the twelve consecutive months prior to the date on which the ratio is tested equal to or greater than 1.0 to 1.0 . The Credit Agreements The ABL Credit Agreement and the Term Loan B Credit Agreement (together, the “Credit Agreements”) contain various other covenants consistent with debt agreements of this kind, such as restrictions on the amounts of dividends we can pay. As of March 31, 2017 , we were in compliance with all of the covenants relating to the Credit Agreements. Discussion of Historical Debt Facilities Historically, our debt included our Senior Secured Notes. During the three months ended March 31, 2016 , we purchased in the open market an aggregate of $35.5 million principal amount of our Senior Secured Notes, for an aggregate purchase price of $37.7 million , plus accrued interest. We recognized a loss on the extinguishment of debt for the three months ended March 31, 2016 of $2.9 million , which includes a premium of $2.2 million and the write-off of $0.7 million of unamortized debt issuance costs. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 21.8% and 35.4% for the three months ended March 31, 2017 and 2016 , respectively. The effective income tax rates for the three months ended March 31, 2017 and 2016 differed from the U.S. Federal statutory rate of 35% primarily due to state income taxes, utilization of foreign tax credits and the domestic manufacturing deduction. In addition, due to the impact of share-based compensation, primarily the adoption of ASU 2016-09 in the first quarter of 2017, we recorded $3.0 million of tax benefit related to share award vestings and option exercises for the three months ended March 31, 2017 , reducing the effective tax rate by 13.6% . As of March 31, 2017 and December 31, 2016 , we had $25.2 million and $25.2 million , respectively, of unrecognized tax benefits, none of which would impact the effective tax rate, if recognized, which are presented in other noncurrent liabilities in the accompanying unaudited consolidated balance sheets. Our U.S. federal returns for the period ended December 31, 2013 and all subsequent periods remain open for audit. The majority of state returns for the period ended December 31, 2012 and all subsequent periods also remain open for audit. |
Derivative Contracts
Derivative Contracts | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Contracts | Derivative Contracts We maintain a metal, energy and utility pricing risk-management strategy that uses commodity derivative contracts to minimize significant, unanticipated gains or losses that may arise from volatility of the commodity indices. We are also exposed to credit risk and market risk. 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 commodity price. 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 be undertaken. 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 commodity derivative contracts: As of March 31, 2017 December 31, 2016 (in millions) Net Notional Amount Net Notional Amount Metal $ 39.1 $ 6.7 Energy and utilities 0.7 1.2 Total $ 39.8 $ 7.9 As of (in millions) March 31, 2017 December 31, 2016 Notional amount - long $ 61.4 $ 24.4 Notional amount - (short) (21.6 ) (16.5 ) Net long / (short) $ 39.8 $ 7.9 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, 2017 (in millions) Gross Amounts of Recognized Assets Gross Amounts Offset in Consolidated Balance Sheet Net Amounts of Assets Presented in Consolidated Balance Sheet Metal $ 1.7 $ (0.7 ) $ 1.0 Energy and utilities 0.1 — 0.1 Collateral on deposit 1.1 — 1.1 Total $ 2.9 $ (0.7 ) $ 2.2 Consolidated balance sheet location: Prepaid expenses and other current assets $ 2.2 As of March 31, 2017 (in millions) Gross Amounts of Recognized Liabilities Gross Amounts Offset in Consolidated Balance Sheet Net Amounts of Liabilities Presented in Consolidated Balance Sheet Metal $ 0.7 $ (0.7 ) $ — Energy and utilities — — — Total $ 0.7 $ (0.7 ) $ — As of December 31, 2016 (in millions) Gross Amounts of Recognized Assets Gross Amounts Offset in Consolidated Balance Sheet Net Amounts of Assets Presented in Consolidated Balance Sheet Metal $ 3.6 $ (1.4 ) $ 2.2 Energy and utilities 0.2 — 0.2 Collateral on deposit 0.4 — 0.4 Total $ 4.2 $ (1.4 ) $ 2.8 Consolidated balance sheet location: Prepaid expenses and other current assets $ 2.8 As of December 31, 2016 (in millions) Gross Amounts of Recognized Liabilities Gross Amounts Offset in Consolidated Balance Sheet Net Amounts of Liabilities Presented in Consolidated Balance Sheet Metal $ 1.4 $ (1.4 ) $ — Energy and utilities — — — Total $ 1.4 $ (1.4 ) $ — The following table summarizes the effects of derivative contracts in the consolidated statements of operations: Three Months Ended (in millions) 2017 2016 Losses (gains) in cost of sales for: Metal $ (0.5 ) $ (1.3 ) Energy and utilities 0.2 0.5 Total $ (0.3 ) $ (0.8 ) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements ASC 820 specifies a fair value framework and hierarchy based upon the observability of inputs used in valuation techniques. In accordance with this guidance, fair value measurements are classified under the following hierarchy: • Level 1 - Quoted prices for identical instruments in active markets. • Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets. • Level 3 - Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable. As of March 31, 2017 and December 31, 2016 , the fair value of our commodity derivative contracts was $2.2 million and $2.8 million , respectively. In accordance with ASC 820, our metal, energy and utility commodity derivative contracts are considered Level 2, as fair value measurements consist of both quoted price inputs and inputs provided by a third party that are derived principally from or corroborated by observable market data by correlation. These assumptions include, but are not limited to, those concerning interest rates, credit rates, discount rates, default rates and other factors. All of our derivative commodity contracts have a set term of 24 months or less. We do not hold assets or liabilities requiring a Level 3 measurement and there have not been any transfers between the hierarchy levels during 2017 or 2016 . 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. 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, 2017 , the fair value of our Term Loan B Facility approximated $323.2 million compared to a carrying value of $318.4 million . As of December 31, 2016 , the fair value of our Term Loan B Facility approximated $325.6 million compared to a carrying value of $319.2 million . The fair values of the Term Loan B Facility were based upon quotes from financial institutions (Level 2 in the fair value hierarchy as defined by ASC 820). |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 assurance that requirements will not change in the future or that we will not incur significant costs to comply with such requirements. We are currently not aware of any environmental matters which may have a material impact on our financial position, results of operations, or liquidity. On November 19, 2007 (the date of inception of GBC), we acquired the assets and operations relating to the worldwide metals business of Olin Corporation. Olin Corporation agreed to retain liability arising out of the existing conditions on certain of our properties for any remedial actions required by environmental laws, and agreed to indemnify us for all or part of a number of other environmental liabilities. Since 2007, Olin Corporation has been performing remedial actions at the facilities in East Alton, Illinois and Waterbury, Connecticut related to environmental conditions at such facilities, and has been participating in remedial actions at certain other properties as well. If Olin Corporation were to stop its environmental remedial activities at our properties, we could be required to assume responsibility for these activities, the cost of which could be material. Legal Considerations We are party to various legal proceedings arising in the ordinary course of business. We believe that none of our legal proceedings are individually material or that the aggregate exposure of all of our legal proceedings, including those that are probable and those that are only reasonably possible, is material to our financial condition, results of operations or cash flows. Insurance Recoveries In May 2016, the East Alton facility of our Olin Brass segment temporarily reduced production due to an equipment failure impacting an intermediate segment of the production process. The disruption resulted in a temporary reduction in customer shipments and in Olin Brass securing support via toll processing from other strip industry participants. We sustained losses from this event, and the equipment remained out of service for several weeks and resumed production in mid-June 2016. We are insured for property and business interruption losses related to these events subject to a deductible of up to $2.5 million per incident. We have filed a claim with our insurance carrier to recover these losses. In the first quarter of 2017, we recorded recoveries of $3.0 million related to the claim as a reduction to cost of goods sold, and we received this advance payment from the insurance company in April 2017. We believe we will receive further insurance recoveries in 2017 and that the total of all recoveries will approximate $7.4 million . |
Basis of Presentation and Pri19
Basis of Presentation and Principles of Consolidation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Global Brass and Copper Holdings, Inc. (“Holdings,” the “Company,” “we,” “us,” or “our”), through its wholly-owned principal operating subsidiary, Global Brass and Copper, Inc. (“GBC”), is operated and managed through three reportable segments: GBC Metals, LLC (“Olin Brass”), Chase Brass and Copper Company, LLC (“Chase Brass”) and A.J. Oster, LLC (“A.J. Oster”). 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. |
Basis of Presentation | The accompanying unaudited interim consolidated financial statements include all normal recurring adjustments that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. The December 31, 2016 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“US GAAP”). Certain information and disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted. |
Use of Estimates | 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. |
Recently Issued and Recently Adopted Accounting Pronouncements | Recently Issued and Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation-Stock Compensation (Topic 718) (“ASU 2016-09”). ASU 2016-09 simplifies various aspects of the accounting for share-based payment transactions, including income tax consequences, presentation of awards as either equity or liabilities, presentation in the statement of cash flows and accounting for forfeitures. The provisions of ASU 2016-09 are effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2016. As allowed under the new guidance, we have elected to change our accounting policy to now recognize forfeitures as they occur. As of January 1, 2017, the date we adopted this ASU, the $0.5 million cumulative effect of that change in accounting policy resulted in a decrease to retained earnings and increase to additional paid-in capital. Additionally, ASU 2016-09 eliminates the requirement to report excess tax benefits and certain tax deficiencies related to share-based payment transactions in additional paid-in capital. In accordance with the new standard and prospectively since the date we adopted this ASU, we are recording excess tax benefits and tax deficiencies as an income tax benefit or provision in the consolidated statements of operations. The guidance also requires excess tax benefits to be reported as operating activities in the statement of cash flows rather than as a financing activity. We have elected to retrospectively adjust the cash flow classification, resulting in an increase of $0.1 million in cash from operating activities for the three months ended March 31, 2016, with a corresponding decrease to cash from financing activities. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease effectively finances a purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method (finance lease) or on a straight line basis over the term of the lease (operating lease). A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. ASU 2016-02 supersedes the existing guidance on accounting for leases in “ Leases (Topic 840).” The provisions of ASU 2016-02 are effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted and the provisions are to be applied using a modified retrospective approach. We are in the process of evaluating the impact of adoption on our consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The guidance provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The FASB subsequently issued ASU No. 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date , ASU No. 2016-08, Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (Topic 606) , ASU No. 2016-10, Identifying Performance Obligations and Licensing (Topic 606), ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients (Topic 606) and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers , which further clarify aspects of the initial ASU. The guidance is effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2017. The revenue recognition guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. We are in the process of evaluating the impact of adoption on our consolidated financial statements. Our assessment to date, which is still incomplete, has not resulted in any material changes. |
Derivative Contracts | We maintain a metal, energy and utility pricing risk-management strategy that uses commodity derivative contracts to minimize significant, unanticipated gains or losses that may arise from volatility of the commodity indices. We are also exposed to credit risk and market risk. 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 commodity price. 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 be undertaken. 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. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earning Per Shares | The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended (in millions, except per share data) 2017 2016 Numerator Net income attributable to Global Brass and Copper Holdings, Inc. $ 17.0 $ 12.2 Denominator Weighted-average common shares outstanding 21.5 21.3 Effect of potentially dilutive securities: Stock options and nonvested share awards 0.6 0.2 Weighted-average common shares outstanding, assuming dilution 22.1 21.5 Anti-dilutive shares excluded from above 0.2 — Net income attributable to Global Brass and Copper Holdings, Inc. per common share: Basic $ 0.79 $ 0.57 Diluted $ 0.77 $ 0.57 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Reconciliation of Adjusted EBITDA to Income Before Provision for Income Taxes and Equity Income | Below is a reconciliation of adjusted EBITDA of segments to income before provision for income taxes: Three Months Ended (in millions) 2017 2016 Net Sales, External Customers Olin Brass $ 164.6 $ 131.6 Chase Brass 154.0 128.1 A.J. Oster 74.7 69.2 Total net sales, external customers $ 393.3 $ 328.9 Intersegment Net Sales Olin Brass $ 24.0 $ 20.2 Chase Brass 0.1 0.1 A.J. Oster — — Total intersegment net sales $ 24.1 $ 20.3 Adjusted EBITDA Olin Brass $ 11.8 $ 13.3 Chase Brass 20.4 19.2 A.J. Oster 2.5 5.1 Total adjusted EBITDA of operating segments 34.7 37.6 Corporate (1.2 ) (3.9 ) Depreciation expense (4.5 ) (3.6 ) Interest expense (4.7 ) (8.4 ) Net income attributable to noncontrolling interest 0.2 — Unrealized (loss) gain on derivative contracts (a) (0.8 ) 1.9 Loss on extinguishment of debt (b) — (2.9 ) Specified legal / professional expenses (c) — (0.4 ) Lower of cost or market adjustment to inventory (d) 0.8 (0.3 ) Share-based compensation expense (e) (2.5 ) (1.1 ) Income before provision for income taxes $ 22.0 $ 18.9 (a) Represents unrealized gains / losses on derivative contracts. (b) Represents the loss on extinguishment of debt recognized in connection with the open market purchases of our former senior secured notes (“Senior Secured Notes”). See Note 7 , “ Financing .” (c) Represents selected professional fees for accounting, tax, legal and consulting services incurred as a public company that exceed our expected long-term requirements. (d) For the three months ended March 31, 2017 , represents net recoveries of previous charges as market prices for certain metals increased. For the three months ended March 31, 2016 , represents lower of cost or market charges for the write down of domestic metal inventory. (e) Represents compensation expense resulting from stock compensation awards to certain employees and our Board of Directors. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories were as follows: As of (in millions) March 31, December 31, Raw materials and supplies $ 19.9 $ 22.7 Work-in-process 47.3 65.6 Finished goods 76.1 75.4 Total inventories $ 143.3 $ 163.7 |
Summary of Inventory - Market Value | Below is a summary of inventories valued at period-end market values compared to the as reported values: As of (in millions) March 31, December 31, Market value $ 223.2 $ 232.9 As reported 143.3 163.7 Excess of market over reported value $ 79.9 $ 69.2 |
Prepaid Expenses and Other Cu23
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Components of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets were as follows: As of (in millions) March 31, December 31, Deferred cost of sales - toll customers $ 29.5 $ 4.0 Workers’ compensation plan deposits 4.8 6.3 Derivative contract assets 2.2 2.8 Prepaid insurance 0.9 1.7 Other 3.2 3.5 Total prepaid expenses and other current assets $ 40.6 $ 18.3 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Components of Accrued Liabilities | Accrued liabilities consisted of the following: As of (in millions) March 31, December 31, Deferred sales revenue - toll customers $ 30.2 $ 4.0 Compensation and benefits 11.4 25.1 Workers’ compensation 3.1 3.0 Insurance 2.9 3.1 Utilities 2.8 2.0 Professional fees 1.5 1.8 Taxes 1.2 1.3 Other 3.5 4.7 Total accrued liabilities $ 56.6 $ 45.0 |
Financing (Tables)
Financing (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | Long-term debt consisted of the following: As of (in millions) March 31, December 31, Term Loan B Facility 318.4 319.2 Deferred financing fees and discount on debt (6.8 ) (6.9 ) Obligations under capital lease 3.4 3.7 Total debt 315.0 316.0 Less: Current portion of debt (4.5 ) (4.5 ) Noncurrent portion of debt $ 310.5 $ 311.5 |
Derivative Contracts (Tables)
Derivative Contracts (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Outstanding Commodity Derivative Contracts | The following tables provide a summary of our outstanding commodity derivative contracts: As of March 31, 2017 December 31, 2016 (in millions) Net Notional Amount Net Notional Amount Metal $ 39.1 $ 6.7 Energy and utilities 0.7 1.2 Total $ 39.8 $ 7.9 As of (in millions) March 31, 2017 December 31, 2016 Notional amount - long $ 61.4 $ 24.4 Notional amount - (short) (21.6 ) (16.5 ) Net long / (short) $ 39.8 $ 7.9 |
Effects of Derivative Contracts in Condensed Consolidated Financial Statements | 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, 2017 (in millions) Gross Amounts of Recognized Assets Gross Amounts Offset in Consolidated Balance Sheet Net Amounts of Assets Presented in Consolidated Balance Sheet Metal $ 1.7 $ (0.7 ) $ 1.0 Energy and utilities 0.1 — 0.1 Collateral on deposit 1.1 — 1.1 Total $ 2.9 $ (0.7 ) $ 2.2 Consolidated balance sheet location: Prepaid expenses and other current assets $ 2.2 As of March 31, 2017 (in millions) Gross Amounts of Recognized Liabilities Gross Amounts Offset in Consolidated Balance Sheet Net Amounts of Liabilities Presented in Consolidated Balance Sheet Metal $ 0.7 $ (0.7 ) $ — Energy and utilities — — — Total $ 0.7 $ (0.7 ) $ — As of December 31, 2016 (in millions) Gross Amounts of Recognized Assets Gross Amounts Offset in Consolidated Balance Sheet Net Amounts of Assets Presented in Consolidated Balance Sheet Metal $ 3.6 $ (1.4 ) $ 2.2 Energy and utilities 0.2 — 0.2 Collateral on deposit 0.4 — 0.4 Total $ 4.2 $ (1.4 ) $ 2.8 Consolidated balance sheet location: Prepaid expenses and other current assets $ 2.8 As of December 31, 2016 (in millions) Gross Amounts of Recognized Liabilities Gross Amounts Offset in Consolidated Balance Sheet Net Amounts of Liabilities Presented in Consolidated Balance Sheet Metal $ 1.4 $ (1.4 ) $ — Energy and utilities — — — Total $ 1.4 $ (1.4 ) $ — The following table summarizes the effects of derivative contracts in the consolidated statements of operations: Three Months Ended (in millions) 2017 2016 Losses (gains) in cost of sales for: Metal $ (0.5 ) $ (1.3 ) Energy and utilities 0.2 0.5 Total $ (0.3 ) $ (0.8 ) |
Basis of Presentation and Pri27
Basis of Presentation and Principles of Consolidation - Additional Information (Detail) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017Segment | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 0 | ||
Number of reportable segments | Segment | 3 | ||
Additional Paid-in Capital [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 0.5 | ||
Retained Earnings (Accumulated Deficit) [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | (0.5) | ||
Accounting Standards Update 2016-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net Cash Provided by (Used in) Operating Activities | $ 0.1 | ||
Net Cash Provided by (Used in) Financing Activities | $ (0.1) | ||
Accounting Standards Update 2016-09 | Additional Paid-in Capital [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 0.5 | ||
Accounting Standards Update 2016-09 | Retained Earnings (Accumulated Deficit) [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ (0.5) |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Basic and Diluted Earning Per Shares (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator | ||
Net income attributable to Global Brass and Copper Holdings, Inc. | $ 17 | $ 12.2 |
Denominator | ||
Weighted-average common shares outstanding | 21.5 | 21.3 |
Effect of potentially dilutive securities: | ||
Stock options and nonvested share awards | 0.6 | 0.2 |
Weighted-average common shares outstanding, assuming dilution | 22.1 | 21.5 |
Net income attributable to Global Brass and Copper Holdings, Inc. per common share: | ||
Basic (in usd per share) | $ 0.79 | $ 0.57 |
Diluted (in usd per share) | $ 0.77 | $ 0.57 |
Stock Compensation Plan [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.2 | 0 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017Segmentservice_centerprimary_market | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | Segment | 3 |
Olin Brass [Member] | |
Segment Reporting Information [Line Items] | |
Number of primary markets | 5 |
Chase Brass [Member] | |
Segment Reporting Information [Line Items] | |
Number of primary markets | 4 |
A.J. Oster [Member] | |
Segment Reporting Information [Line Items] | |
Number of primary markets | 3 |
A.J. Oster [Member] | United States, Puerto Rico, and Mexico [Member] | |
Segment Reporting Information [Line Items] | |
Number of strategically-located service centers | service_center | 6 |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted EBITDA to Income Before Provision for Income Taxes and Equity Income (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 393.3 | $ 328.9 |
Depreciation expense | (4.5) | (3.6) |
Interest expense | (4.7) | (8.4) |
Net income attributable to noncontrolling interest | 0.2 | 0 |
Unrealized (loss) gain on derivative contracts | (0.8) | 1.9 |
Loss on extinguishment of debt | 0 | (2.9) |
Specified legal/professional expenses | 0 | (0.4) |
Lower of cost or market adjustment to inventory | 0.8 | (0.3) |
Share-based compensation expense | (2.5) | (1.1) |
Income before provision for income taxes | 22 | 18.9 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 34.7 | 37.6 |
Intersegment [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 24.1 | 20.3 |
Corporate and Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | (1.2) | (3.9) |
Olin Brass [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 164.6 | 131.6 |
Olin Brass [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 11.8 | 13.3 |
Olin Brass [Member] | Intersegment [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 24 | 20.2 |
Chase Brass [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 154 | 128.1 |
Chase Brass [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 20.4 | 19.2 |
Chase Brass [Member] | Intersegment [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 0.1 | 0.1 |
A.J. Oster [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 74.7 | 69.2 |
A.J. Oster [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 2.5 | 5.1 |
A.J. Oster [Member] | Intersegment [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | $ 0 | $ 0 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 19.9 | $ 22.7 |
Work-in-process | 47.3 | 65.6 |
Finished goods | 76.1 | 75.4 |
Total inventories | $ 143.3 | $ 163.7 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Inventory [Line Items] | |||
Percentage of metal component in inventory | 60.00% | ||
Lower of cost or market adjustment to inventory | $ (0.8) | $ 0.3 | |
Inventories at period end | 143.3 | $ 163.7 | |
Excess of market over reported value | 79.9 | 69.2 | |
Estimate of Fair Value Measurement [Member] | |||
Inventory [Line Items] | |||
Inventories at period end | $ 223.2 | $ 232.9 |
Prepaid Expenses and Other Cu33
Prepaid Expenses and Other Current Assets - Components of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred cost of sales - toll customers | $ 29.5 | $ 4 |
Workers’ compensation plan deposits | 4.8 | 6.3 |
Derivative contract assets | 2.2 | 2.8 |
Prepaid insurance | 0.9 | 1.7 |
Other | 3.2 | 3.5 |
Total prepaid expenses and other current assets | $ 40.6 | $ 18.3 |
Accrued Liabilities - Component
Accrued Liabilities - Components of Accrued Liabilities (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Deferred sales revenue - toll customers | $ 30.2 | $ 4 |
Compensation and benefits | 11.4 | 25.1 |
Workers’ compensation | 3.1 | 3 |
Insurance | 2.9 | 3.1 |
Utilities | 2.8 | 2 |
Professional fees | 1.5 | 1.8 |
Taxes | 1.2 | 1.3 |
Other | 3.5 | 4.7 |
Total accrued liabilities | $ 56.6 | $ 45 |
Financing - Components of Long-
Financing - Components of Long-Term Debt (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total debt | $ 315 | $ 316 |
Less: Current portion of debt | (4.5) | (4.5) |
Noncurrent portion of debt | 310.5 | 311.5 |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 318.4 | 319.2 |
Deferred financing fees and discount on debt | (6.8) | (6.9) |
Capital Lease Obligations [Member] | ||
Debt Instrument [Line Items] | ||
Obligations under capital lease | $ 3.4 | $ 3.7 |
Financing - Additional Informat
Financing - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Letters of credit outstanding | $ 2,100,000 | ||
Loss on extinguishment of debt | 0 | $ 2,900,000 | |
Premium payment | 0 | 2,200,000 | |
ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | 0 | ||
Maximum borrowing capacity | 200,000,000 | ||
Available borrowings | 197,900,000 | ||
Additional borrowing capacity | 200,000,000 | ||
Debt covenant, ratio testing threshold, minimum excess availability | $ 20,000,000 | ||
Debt covenant, ratio testing threshold, minimum percent of potential borrowings | 10.00% | ||
Debt covenant, fixed charge coverage ratio, minimum | 1 | ||
Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 318,400,000 | $ 319,200,000 | |
Interest rate | 5.25% | ||
Debt covenant, total net coverage ratio, maximum | 4 | ||
Debt instrument, quarterly payments | $ 800,000 | ||
Senior Secured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Repurchased principal amount | 35,500,000 | ||
Repurchase amount | 37,700,000 | ||
Loss on extinguishment of debt | 2,900,000 | ||
Premium payment | 2,200,000 | ||
Write-off of unamortized debt issuance costs | $ 700,000 | ||
Minimum [Member] | ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Unused line fee | 0.25% | ||
Maximum [Member] | ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Unused line fee | 0.375% | ||
Base Rate [Member] | Minimum [Member] | ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0.25% | ||
Base Rate [Member] | Minimum [Member] | Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.00% | ||
Base Rate [Member] | Maximum [Member] | ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0.75% | ||
Base Rate [Member] | Maximum [Member] | Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.25% | ||
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.25% | ||
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 4.00% | ||
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.75% | ||
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 4.25% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | 21.80% | 35.40% | |
Federal statutory income tax rate | 35.00% | 35.00% | |
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | $ 3,000,000 | ||
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | 13.60% | ||
Unrecognized tax benefits | $ 25,200,000 | $ 25,200,000 | |
Unrecognized tax benefits that would impact effective tax rate | $ 0 | $ 0 |
Derivative Contracts - Summary
Derivative Contracts - Summary of Outstanding Commodity Derivative Contracts (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Net Notional Amount | $ 39.8 | $ 7.9 |
Notional Amount - Long [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Net Notional Amount | 61.4 | 24.4 |
Notional Amount - Short [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Net Notional Amount | 21.6 | 16.5 |
Metal [Member] | Notional Amount - Long [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Net Notional Amount | 39.1 | 6.7 |
Energy and utilities [Member] | Notional Amount - Long [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Net Notional Amount | $ 0.7 | $ 1.2 |
Derivative Contracts - Effects
Derivative Contracts - Effects of Derivative Contracts in Condensed Consolidated Financial Statements (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Derivatives, Fair Value [Line Items] | |||
Gross Amounts of Recognized Assets | $ 2.9 | $ 4.2 | |
Gross Amounts Offset in Consolidated Balance Sheet | (0.7) | (1.4) | |
Net Amounts of Assets Presented in Consolidated Balance Sheet | 2.2 | 2.8 | |
Consolidated balance sheet location: | |||
Derivative contract assets | 2.2 | 2.8 | |
Gross Amounts of Recognized Liabilities | 0.7 | 1.4 | |
Gross Amounts Offset in Consolidated Balance Sheet | (0.7) | (1.4) | |
Net Amounts of Liabilities Presented in Consolidated Balance Sheet | 0 | 0 | |
Cost of Sales [Member] | |||
Losses (gains) in cost of sales for: | |||
Losses (gains) in cost of sales | (0.3) | $ (0.8) | |
Metal [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amounts of Recognized Assets | 1.7 | 3.6 | |
Gross Amounts Offset in Consolidated Balance Sheet | (0.7) | (1.4) | |
Net Amounts of Assets Presented in Consolidated Balance Sheet | 1 | 2.2 | |
Consolidated balance sheet location: | |||
Gross Amounts of Recognized Liabilities | 0.7 | 1.4 | |
Gross Amounts Offset in Consolidated Balance Sheet | (0.7) | (1.4) | |
Net Amounts of Liabilities Presented in Consolidated Balance Sheet | 0 | 0 | |
Metal [Member] | Cost of Sales [Member] | |||
Losses (gains) in cost of sales for: | |||
Losses (gains) in cost of sales | (0.5) | (1.3) | |
Energy and utilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amounts of Recognized Assets | 0.1 | 0.2 | |
Gross Amounts Offset in Consolidated Balance Sheet | 0 | 0 | |
Net Amounts of Assets Presented in Consolidated Balance Sheet | 0.1 | 0.2 | |
Consolidated balance sheet location: | |||
Gross Amounts of Recognized Liabilities | 0 | 0 | |
Gross Amounts Offset in Consolidated Balance Sheet | 0 | 0 | |
Net Amounts of Liabilities Presented in Consolidated Balance Sheet | 0 | 0 | |
Energy and utilities [Member] | Cost of Sales [Member] | |||
Losses (gains) in cost of sales for: | |||
Losses (gains) in cost of sales | 0.2 | $ 0.5 | |
Collateral On Deposit [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amounts of Recognized Assets | 1.1 | 0.4 | |
Gross Amounts Offset in Consolidated Balance Sheet | 0 | 0 | |
Net Amounts of Assets Presented in Consolidated Balance Sheet | $ 1.1 | $ 0.4 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total derivative assets, fair value | $ 2.2 | $ 2.8 |
Forward Contracts [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contract term | 24 months | |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of the Company's Long-Term Debt | $ 323.2 | 325.6 |
Level 2 [Member] | Forward Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total derivative assets, fair value | 2.2 | 2.8 |
Term Loan Facility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term Loan B Facility | $ 318.4 | $ 319.2 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies Disclosure - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Business interruption insurance, deductible | $ 2.5 | |
Cost of Sales [Member] | ||
Business Interruption Loss [Line Items] | ||
Insurance recoveries | $ 3 | |
Scenario, Forecast [Member] | ||
Business Interruption Loss [Line Items] | ||
Insurance recoveries | $ 7.4 |