Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2016shares | |
Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q3 |
Entity Registrant Name | FERRO CORP |
Entity Central Index Key | 35,214 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 83,385,550 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Consolidated Statements Of Operations [Abstract] | ||||
Net sales | $ 288,527 | $ 279,365 | $ 863,955 | $ 810,351 |
Cost of sales | 199,546 | 202,337 | 592,372 | 585,048 |
Gross profit | 88,981 | 77,028 | 271,583 | 225,303 |
Selling, general and administrative expenses | 55,588 | 48,417 | 166,105 | 150,568 |
Restructuring and impairment charges | 26 | 3,844 | 1,694 | 5,469 |
Other expense (income): | ||||
Interest expense | 5,304 | 3,877 | 15,579 | 10,137 |
Interest earned | (214) | (97) | (414) | (191) |
Foreign currency losses, net | 867 | 1,203 | 2,867 | 5,758 |
Miscellaneous expense (income), net | 705 | 467 | (2,079) | 705 |
Income before income taxes | 26,705 | 19,317 | 87,831 | 52,857 |
Income tax expense | 6,157 | 3,792 | 22,659 | 11,930 |
Income from continuing operations | 20,548 | 15,525 | 65,172 | 40,927 |
(Loss) from discontinued operations, net of income taxes | (29,222) | (19,086) | (64,464) | (28,688) |
Net (loss) income | (8,674) | (3,561) | 708 | 12,239 |
Less: Net income (loss) attributable to noncontrolling interests | 210 | 498 | 589 | (1,271) |
Net (loss) income attributable to Ferro Corporation common shareholders | $ (8,884) | $ (4,059) | $ 119 | $ 13,510 |
Basic earnings (loss): | ||||
Continuing operations | $ 0.24 | $ 0.17 | $ 0.78 | $ 0.48 |
Discontinued operations | (0.35) | (0.22) | (0.77) | (0.33) |
Total | (0.11) | (0.05) | 0.01 | 0.15 |
Diluted earnings (loss): | ||||
Continuing operations | 0.24 | 0.17 | 0.77 | 0.48 |
Discontinued operations | (0.35) | (0.22) | $ (0.77) | (0.32) |
Total | $ (0.11) | $ (0.05) | $ 0.16 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Consolidated Statements of Comprehensive (Loss) [Abstract] | ||||
Net (loss) income | $ (8,674) | $ (3,561) | $ 708 | $ 12,239 |
Other comprehensive income (loss), net of income tax: | ||||
Foreign currency translation income (loss) | 1,565 | (5,301) | (3,382) | (33,690) |
Reclassification adjustment for foreign currency translation included in net (loss) income | 1,115 | 1,115 | ||
Postretirement benefit liabilities (loss) gain | (2) | (4) | 293 | (6) |
Other comprehensive income (loss), net of income tax | 2,678 | (5,305) | (1,974) | (33,696) |
Total comprehensive (loss) | (5,996) | (8,866) | (1,266) | (21,457) |
Less: Comprehensive income (loss) attributable to noncontrolling interests | 191 | 376 | 450 | (2,532) |
Comprehensive (loss) attributable to Ferro Corporation | $ (6,187) | $ (9,242) | $ (1,716) | $ (18,925) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 40,556 | $ 58,380 |
Accounts receivable, net | 282,827 | 231,970 |
Inventories | 211,261 | 184,854 |
Deferred income taxes | 12,088 | |
Other receivables | 36,360 | 34,088 |
Other current assets | 8,013 | 15,695 |
Current assets held-for-sale | 16,215 | |
Total current assets | 579,017 | 553,290 |
Other assets | ||
Property, plant and equipment, net | 249,497 | 260,429 |
Goodwill | 142,880 | 145,669 |
Intangible assets, net | 112,021 | 106,633 |
Deferred income taxes | 99,326 | 87,385 |
Other non-current assets | 50,247 | 48,767 |
Non-current assets held-for-sale | 23,178 | |
Total assets | 1,232,988 | 1,225,351 |
Current liabilities | ||
Loans payable and current portion of long-term debt | 10,221 | 7,446 |
Accounts payable | 123,325 | 120,380 |
Accrued payrolls | 32,255 | 28,584 |
Accrued expenses and other current liabilities | 60,708 | 54,664 |
Current liabilities held-for-sale | 7,156 | |
Total current liabilities | 226,509 | 218,230 |
Other liabilities | ||
Long-term debt, less current portion | 477,100 | 466,108 |
Postretirement and pension liabilities | 147,682 | 148,249 |
Other non-current liabilities | 65,533 | 66,990 |
Non-current liabilities held-for-sale | 1,493 | |
Total liabilities | 916,824 | 901,070 |
Equity | ||
Common stock, par value $1 per share; 300.0 million shares authorized; 93.4 million shares issued; 83.4 million and 84.0 million shares outstanding at September 30, 2016, and December 31, 2015, respectively | 93,436 | 93,436 |
Paid-in capital | 304,839 | 314,854 |
Retained earnings | 135,626 | 135,507 |
Accumulated other comprehensive loss | (63,153) | (61,318) |
Common shares in treasury, at cost | (162,354) | (166,020) |
Total Ferro Corporation shareholders' equity | 308,394 | 316,459 |
Noncontrolling interests | 7,770 | 7,822 |
Total equity | 316,164 | 324,281 |
Total liabilities and equity | $ 1,232,988 | $ 1,225,351 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Common stock, par value | $ 1 | $ 1 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 93,400,000 | 93,400,000 |
Common stock, shares outstanding | 83,385,550 | 84,000,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Common Shares in Treasury [Member] | Common Stock [Member] | Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive (Loss) [Member] | Non-controlling Interests [Member] | Total |
Beginning Balances at Dec. 31, 2014 | $ (136,058) | $ 93,436 | $ 317,404 | $ 71,407 | $ (21,805) | $ 11,632 | $ 336,016 |
Beginning Balances, shares at Dec. 31, 2014 | 6,445,000 | ||||||
Net income (loss) | 13,510 | (1,271) | 12,239 | ||||
Other comprehensive (loss) | (32,435) | (1,261) | (33,696) | ||||
Purchase of treasury stock | $ (6,998) | (6,998) | |||||
Purchase of treasury stock, shares | 580,000 | ||||||
Stock-based compensation transactions | $ 8,352 | (2,801) | 5,551 | ||||
Stock-based compensation transactions, shares | (290,000) | ||||||
Distributions to noncontrolling interests | (868) | (868) | |||||
Ending Balances at Sep. 30, 2015 | $ (134,704) | 93,436 | 314,603 | 84,917 | (54,240) | 8,232 | 312,244 |
Ending Balances, shares at Sep. 30, 2015 | 6,735,000 | ||||||
Beginning Balances at Dec. 31, 2015 | $ (166,020) | 93,436 | 314,854 | 135,507 | (61,318) | 7,822 | 324,281 |
Beginning Balances, shares at Dec. 31, 2015 | 9,431,000 | ||||||
Net income (loss) | 119 | 589 | 708 | ||||
Other comprehensive (loss) | (1,835) | (139) | (1,974) | ||||
Purchase of treasury stock | $ (11,429) | $ (11,429) | |||||
Purchase of treasury stock, shares | 1,175,000 | 1,175,437 | |||||
Stock-based compensation transactions | $ 15,095 | (10,015) | $ 5,080 | ||||
Stock-based compensation transactions, shares | (556,000) | ||||||
Distributions to noncontrolling interests | (502) | (502) | |||||
Ending Balances at Sep. 30, 2016 | $ (162,354) | $ 93,436 | $ 304,839 | $ 135,626 | $ (63,153) | $ 7,770 | $ 316,164 |
Ending Balances, shares at Sep. 30, 2016 | 10,050,000 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities | ||
Net cash provided by operating activities | $ 6,742 | $ 31,498 |
Cash flows from investing activities | ||
Capital expenditures for property, plant and equipment and other long lived assets | (18,217) | (36,251) |
Proceeds from sale of assets | 3,598 | 144 |
Business acquisitions, net of cash acquired | (11,417) | (166,997) |
Net cash (used in) investing activities | (26,036) | (203,104) |
Cash flows from financing activities | ||
Net borrowings under loans payable | 2,606 | 1,791 |
Proceeds from revolving credit facility | 212,906 | 146,773 |
Principal payments on revolving credit facility | (149,696) | (30,737) |
Principal payments on term loan facility | (52,250) | (2,250) |
Payment of debt issuance costs | (661) | |
Purchase of treasury stock | (11,429) | (6,998) |
Other financing activities | 416 | (1,160) |
Net cash provided by financing activities | 1,892 | 107,419 |
Effect of exchange rate changes on cash and cash equivalents | (422) | (6,820) |
(Decrease) in cash and cash equivalents | (17,824) | (71,007) |
Cash and cash equivalents at beginning of period | 58,380 | 140,500 |
Cash and cash equivalents at end of period | 40,556 | 69,493 |
Cash paid during the period for: | ||
Interest | 15,032 | 11,141 |
Income taxes | $ 12,929 | $ 17,504 |
Basis Of Presentation
Basis Of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Basis Of Presentation [Abstract] | |
Basis Of Presentation | 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Ferro Corporation (“Ferro,” “we,” “us” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. These statements reflect all normal and recurring adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2015 . The Company owned 51% of an operatin g affiliate in Venezuela that was a consolidated subsidiary of Ferro. During the fourth quarter of 2015, we sold our interest in the operating affiliate in Venezuela for a cash purchase price of $0.5 million. During the secon d quarter of 2014, all of the assets and liabiliti es of the Europe-based Polym er Additives business were classified as held-for-sale. As further discussed in Note 3, in the third quarter of 2016, w e completed the disposition of the Europe-based Polymer Additives business and have classified the related operating results, net of income tax, as discontinued operations in the accompanying condensed consolidated statements of operations for all periods presented. Operating results for the three and nine months ended September 30, 2016 , are not necessarily indicative of the results expected in subsequent quarters or for the full year ending December 31, 2016 . |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2016 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements Recently Adopted Accounting Standards In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Income Taxes: Topic 740: Balance Sheet Classification of Deferred Taxes . ASU 2015-17 requires deferred tax assets and liabilities to be classified as noncurrent in a classified statement of financial position. During the second quarter of 2016, we elected to prospectively adopt ASU 2015-17, thus reclassifying current deferred tax assets to noncurrent on the accompanying condensed consolidated balance sheets. The prior reporting period was not retrospectively adjusted. Other than this reclassification, the adoption of ASU 2015-17 did not have an impact on the Company’s condensed consolidated financial statements. New Accounting Standards In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flow: Topic 230: Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 is intended to address eight specific cash flow issues with the objective of reducing the existing diversity in practice. This pronouncement is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of assessing the impact the adoption of this ASU will have on our condensed consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation: Topic 718: Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This pronouncement is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company is in the process of assessing the impact the adoption of this ASU will have on our condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases: Topic 842. ASU 2016-02 requires companies to recognize a lease liability and asset on the balance sheet for operating leases with a term greater than one year. This pronouncement is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of assessing the impact the adoption of this ASU will have on our condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606 . This ASU replaces nearly all existing U.S. GAAP guidance on revenue recognition. The standard prescribes a five-step model for recognizing revenue, the application of which will require significant judgment. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is in the process of assessing the impact the adoption of this ASU will have on our condensed consolidated financial statements. No other new accounting pronouncements issued or with effective dates during fiscal 2016 had or are expected to have a material impact of the Company’s condensed consolidated financial statements. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | 3. Discontinued Operations During the second quarter of 2014, we commenced a process to market for sale all of the assets within our Europe-based Polymer Additives business, including the Antwerp, Belgium dibenzoates manufacturing assets, and related Polymer Additives European headquarters and lab facilities. We determined that the criteria to classify these assets as held-for-sale under ASC Topic 360, Property, Pl ant and Equipment, were met. On August 22 , 2016, the Company completed the disposition of the Europe-based Polymer Additives business to Plahoma Two AG, an affiliate of the LIVIA Group. The Company made a capital contribution of €12 million (approximately $13.6 million) to its subsidiaries that owned the assets prior to the close of the sale. In August 2016, prior to the sale, an impairment charge of $26.8 million was recorded under ASC Topic 360 Property, Plant and Equipment . The charge was calculated as the difference of the executed transaction price and the carrying value of the assets. The impairment charge included $1.1 million associated with the reclassification of foreign currency translation loss from Accumulated other comprehensive loss (Note 17). T he Europe-based Polymer Additives operating results, net of income tax, are classified as discontinued operations in the accompanying condensed consolidated statements of operations for all periods presented and the assets and liabilities are classified as held-for-sale in the accompanying condensed consolidated balance sheets at December 31, 2015 as the criteria to do so under ASC Topic 360, Property, Plant and Equipment were met as the respective periods . The table below summarizes results for the Europe-based Polymer Additives assets, for the three and nine months ended September 30, 2016 and 2015 , which are reflected in our condensed consolidated statements of operations as discontinued operations. Interest expense has been allocated to the discontinued operations based on the ratio of net assets of each business to consolidated net assets excluding debt. Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (Dollars in thousands) Net sales $ 3,831 $ 7,493 $ 18,481 $ 27,229 Cost of sales 5,654 13,231 28,473 39,689 Gross loss (1,823) (5,738) (9,992) (12,460) Selling, general and administrative expenses 588 1,156 3,094 3,384 Restructuring and impairment charges 26,843 11,792 50,902 11,792 Interest expense 49 237 325 557 Miscellaneous (income) expense (4) 163 (392) 495 (Loss) from discontinued operations before income taxes (29,299) (19,086) (63,921) (28,688) Income tax (benefit) expense (77) — 543 — (Loss) from discontinued operations, net of income taxes $ (29,222) $ (19,086) $ (64,464) $ (28,688) The following table summarizes the assets and liabilities that are classified as held-for-sale at September 30, 2016 , and December 31, 2015 : September 30, 2016 December 31, 2015 (Dollars in thousands) Accounts receivable, net $ — $ 4,028 Inventories — 9,733 Other current assets — 2,454 Current assets held-for-sale — 16,215 Property, plant and equipment, net — 22,973 Other non-current assets — 205 Total assets held-for-sale $ — $ 39,393 Accounts payable $ — $ 5,736 Accrued expenses and other current liabilities — 1,420 Current liabilities held-for-sale — 7,156 Other non-current liabilities — 1,493 Total liabilities held-for-sale $ — $ 8,649 |
Aquisitions
Aquisitions | 9 Months Ended |
Sep. 30, 2016 | |
Acquisitions [Abstract] | |
Acquisitions | 4. Acquisitions Delta Performance Products On August 1 , 2016, the Company acquired certain assets of Delta Performance Products, LLC, for a cash purchase price of $4.4 million. The Company preliminarily recorded $3.2 million of amortizable intangible assets, $1.8 million of goodwill, $1.2 million of a deferred tax liability related to the amortizable intangible assets, and $0.6 million of net working capital on the condensed consolidated balance sheet. Pinturas On June 1, 2016, the Company acquired 100% of the equity of privately held Pinturas Benicarló, S.L. (“Pinturas”) for €16. 5 million in cash (approximately $18. 4 million). The information included herein has been prepared based on the preliminary allocation of the purchase price using estimates of the fair value and useful lives of the assets acquired and liabilities assumed, which were determined with the assistance of third parties who performed independent valuations using discounted cash flow and comparative market approaches and estimates made by management. As of September 30, 2016, the purchase price allocation is subject to further adjustment until all information is fully evaluated by the Company. The Company preliminarily recorded $8.5 million of amortizable intangible assets, $3.8 million of goodwill, $0.7 million of personal and real property, $2.6 million of a deferred tax liability related to the amortizable intangible assets, and $8.0 million of net working capital on the condensed consolidated balance sheet. Ferer On January 5, 2016, the Company completed the purchase of 100% of the equity of privately held Istanbul-based Ferer Dis Ticaret Ve Kimyasallar Anonim Sirketi A.S. (“Ferer”) on a cash-free and debt-free basis for approximately $9. 4 million in cash, subject to customary working capital and other adjustments. The information included herein has been prepared based on the preliminary allocation of the purchase price using estimates of the fair value and useful lives of the assets acquired and liabilities assumed, which were determined with the assistance of third parties who performed independent valuations using discounted cash flow and comparative market approaches and estimates made by management. As of September 30, 2016, the purchase price allocation is subject to further adjustment until all information is fully evaluated by the Company. The Company preliminarily recorded $3. 3 million of amortizable intangible assets, $4. 5 million of goodwill, $0. 6 million of personal and real property, $0. 7 million of a deferred tax liability related to the amortizable intangible assets, and $1. 7 million of net working capital on the condensed consolidated balance sheet. Al Salomi On November 17, 2015, the Company acquired 100% of the equity of Egypt-based tile coatings manufacturer Al Salomi for Frits and Glazes (“Al Salomi”) for Egyptian Pound (“ EGP ”) 307 million (approximately $38.2 million), including the assumption of debt. The acquired business contributed net sales of $6.2 million and $18.2 million for the three and nine months ended September 30, 2016 and net income attributable to Ferro Corporation of $0.6 million and $2.8 million for the three and nine months ended September 30, 2016. The information included herein has been prepared based on the preliminary allocation of the purchase price using estimates of the fair value and useful lives of the assets acquired and liabilities assumed, which were determined with the assistance of third parties who performed independent valuations using discounted cash flow and comparative market approaches and estimates made by management. As of September 30, 2016, the purchase price allocation is subject to further adjustment until all information is fully evaluated by the Company. The Company preliminarily recorded $15.0 million of amortizable intangible assets, $14.3 million of goodwill, $10.7 million of personal and real property, $4.8 million of a deferred tax liability related to the amortizable intangible assets, and $3.0 million of net working capital on the condensed consolidated balance sheet. Nubiola On July 7, 2015, the Company acquired the entire share capital of Corporación Química Vhem, S.L., Dibon USA, LLC and Ivory Corporation, S.A. (together with their direct and indirect subsidiaries, “Nubiola”) on a cash-free and debt-free basis for €167 million (approximately $184.2 million). The acquisition was funded with excess cash and borrowings under the Company’s existing revolving credit facility. See Note 8 for additional detail on the revolving credit facility. During the second qu arter of 2016, the Company finalized a p urchase price adjustment for the settlement of an escrow that reduced the fair value of net assets acquired to $168.1 million. As a result of the purchase price adjustment, the carrying amount of goodwill decreased by $11.7 million, amortizable intangible assets decreased $6.4 million and the related deferred tax liability decreased $1.9 million. The impact of the change on the condensed consolidated statements of operations was not material. The information included herein has been prepared based on the allocation of the purchase price using estimates of the fair value and useful lives of the assets acquired and liabilities assumed, which were determined with the assistance of third parties who performed independent valuations using discounted cash flow and comparative market approaches and estimates made by management. The following table summarizes the purchase price allocations: July 7, 2015 (Dollars in thousands) Net working capital (1) $ 46,642 Cash and equivalents 19,966 Personal property 39,444 Real property 28,510 Intangible assets 26,757 Other assets and liabilities (20,733) Goodwill 27,498 Net assets acquired $ 168,084 (1) Net working capital is defined as current assets, less cash, less current liabilities. The acquired business contributed net sales of $33.0 million and $97.2 million for the three and nine months ended September 30, 2016 , and net income attributable to Ferro Corporation of $7.2 million and $21.4 million for the three and nine months ended September 30, 2016. The fair value of the receivables acquired is $24.5 million, with a gross contractual amount of $25.2 million. The Company recorded acquired intangible assets subject to amortization of $21.1 million, which is comprised of $5.4 million of customer relationships and $15.7 million of technology/know-how, which will be amortized over 20 years and 15 years, respectively. The Company recorded acquired indefinite-lived intangible assets of $5.6 million related to trade names and trademarks. Goodwill is calculated as the excess of the p urchase price over the fair values of the assets acquired and the liabilities assumed in the acquisition and is a result of anticipated synergies. Goodwill is not deductible for tax purposes. The following unaudited pro for ma information represents the consolidated results of the Company as if the Nubiola acquisitio n occurred as of January 1, 2015 : Three months ended September 30, 2015 Nine months ended September 30, 2015 (unaudited) (In thousands, except per share amounts) Net sales $ 279,365 $ 902,092 Net income attributable to Ferro Corporation common shareholders $ 17,731 $ 48,658 Net earnings per share attributable to Ferro Corporation common shareholders - Basic $ 0.20 $ 0.55 Net earnings per share attributable to Ferro Corporation common shareholders - Diluted $ 0.20 $ 0.55 The unaudited pro forma information has been adjusted with the respect to certain aspects of the acquisition to reflect the following: · Additional depreciation and amortization expenses that would have been recognized assuming fair value adjustments to the existing Nubiola assets acquired, including intangible assets and fixed assets. · Elimination of revenue and cost of goods sold for sales from Nubiola to the Company, which would be eliminated as intercompany transactions for Nubiola and the Company on a consolidated basis. · Increased interest expense due to additional borrowings to fund the acquisition. · Acquisition-related costs, which were included in the Company’s results. · Adjustments for the income tax effect of the pro forma adjustments related to the acquisition. Thermark In February 2015, the Company acquired TherMark Holdings, Inc., a leader in laser marking technology, for a cash purchase price of $5.5 million. The Company recorded $4.6 million of amortizable intangible assets, $2.5 million of goodwill, $1.7 million of a deferred tax liability related to the amortizable intangible assets, and $0.1 million of net working capital on the condensed consolidated balance sheet. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2016 | |
Inventories [Abstract] | |
Inventories | 5. Inventories September 30, December 31, 2016 2015 (Dollars in thousands) Raw materials $ 63,754 $ 56,291 Work in process 35,895 33,099 Finished goods 111,612 95,464 Total inventories $ 211,261 $ 184,854 In the production of some of our products, we use precious metals, some of which we obtain from financial institutions under consignment agreements with terms of one year or less. The financial institutions retain ownership of the precious metals and charge us fees based on the amou nts we consign. These fees were $0.2 million for the three months ended September 30, 2016 and 2015 , and were $0.6 million for the nine months ended September 30, 2016 and 2015. We had on- hand precious metals owned by participants in our precious metals consignment program of $26.8 million at September 30, 2016 , and $20.5 million at December 31, 2015 , measured at fair value based on market prices for identical assets and net of credits. |
Property, Plant And Equipment
Property, Plant And Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant And Equipment [Abstract] | |
Property, Plant And Equipment | 6. Property, Plant and Equipment Property, plant and equipment is reported net of accumulated depreciation of $447.0 million at September 30, 2016 , and $421.3 million at December 31, 2015 . Unpaid capital expenditure liabilities, which are non-cash investing activities, were $2.4 million at September 30, 2016 , and $3.4 million at September 30, 2015 . As discussed in Note 3 - Discontinued Operations, our Europe-based Polymer Additives assets have been classified as held-for-sale under ASC Topic 360, Property, Plant and Equipment until the ultimate sale of the business in August 2016. As such, at each historical reporting date, these assets were tested for impairment comparing the fair value of the assets less costs to sell to the carrying value. The fair value was determined using both the m arket approach and income approach, utilizing Level 3 measurements within the fair value hierarchy, which indicated the fair value less costs to sell was less than the carrying value during the first quarter of 2016, resulting in an impairment charge of $24.1 million, representing the remaining carrying value of long-lived assets at that reporting date . During the third quarter of 2016, prior to the sale, an impairment charge of $26.8 million , representing net working capital, was recorded under ASC Topic 360 Property, Plant and Equipment. The impairment charges of $26.8 million and $50.9 million are included in Loss from discontinued operations, net of income taxes in our condensed consolidated statements of operations for the three and nine months ended September 30, 2016, respectively. During the third quarter of 2015, we recorded an impairment charge of $11.8 million, which represented additional capital expenditures related to the construction of the facility. The impairment charge of $11.8 million is included in Loss from discontinued operations, net of income taxes in our condensed consolidated statements of operations for the three and nine months ended September 30, 2015. The following table presents information about the Company's impairment charges on assets that were measured on a fair value basis for the nine months ended September 30, 2016 , and for the year ended December 31, 2015 . The table also indicates the level within the fair value hierarchy of the valuation techniques used by the Company to determine the fair value: Fair Value Measurements Using Total Description Level 1 Level 2 Level 3 Total (Losses) (Dollars in thousands) September 30, 2016 Assets held for sale $ — $ — $ — $ — $ (50,902) December 31, 2015 Assets held for sale $ — $ — $ 33,711 $ 33,711 $ (11,792) The inputs to the valuation techniques used to measure fair value are classified into the following categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Other Intangible Assets [Abstract] | |
Goodwill And Other Intangible Assets | 7. Goodwill and Other Intangible Assets Details and activity in the Company’s goodwill by segment follow: Pigments, Performance Performance Powders and Colors and Coatings Oxides Glass Total (Dollars in thousands) Goodwill, net at December 31, 2015 $ 43,484 $ 48,794 $ 53,391 $ 145,669 Acquisitions — (9,825) (3), (4) 8,286 (1), (2) (1,539) Foreign currency adjustments (1,010) 156 (396) (1,250) Goodwill, net at September 30, 2016 $ 42,474 $ 39,125 $ 61,281 $ 142,880 (1) During the first quarter of 2016, the Company recorded goodwill related to the Ferer acquisition. Refer to Note 4 for additional details. (2) During the second quarter of 2016, the Company recorded goodwill related to the Pinturas acquisition. Refer to Note 4 for additional details. (3) During the second quarter of 2016, the Company recorded a purchase price adjustment within the measurement period for goodwill related to the Nubiola acquisition. Refer to Note 4 for additional details. (4) During the third quarter of 2016, the Company recorded goodwill related to the Delta Performance Products acquisition. Refer to Note 4 for additional details. September 30, December 31, 2016 2015 (Dollars in thousands) Goodwill, gross $ 188,149 $ 190,938 Accumulated impairment losses (45,269) (45,269) Goodwill, net $ 142,880 $ 145,669 Goodwill is calculated as the excess of the purchase price over the estimated fair values of the assets acquired and the liabilities assumed in the acquisition. Goodwill is tested for impairment at the reporting unit level on an annual basis in the fourth quarter and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Amortizable intangible assets consisted of the following: September 30, December 31, 2016 2015 (Dollars in thousands) Gross amortizable intangible assets: Patents $ 5,251 $ 5,229 Land rights 4,865 4,947 Technology/know-how and other 83,213 66,558 Customer relationships 55,044 46,320 Total gross amortizable intangible assets 148,373 123,054 Accumulated amortization: Patents (5,040) (4,880) Land rights (2,719) (2,671) Technology/know-how and other (33,911) (16,473) Customer relationships (4,269) (2,234) Total accumulated amortization (45,939) (26,258) Amortizable intangible assets, net $ 102,434 $ 96,796 Indefinite-lived intangible assets consisted of the following: September 30, December 31, 2016 2015 (Dollars in thousands) Indefinite-lived intangibles assets: Trade names and trademarks $ 9,587 $ 9,837 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt [Abstract] | |
Debt | 8. Debt Loans payable and current portion of long-term debt consisted of the following: September 30, December 31, 2016 2015 (Dollars in thousands) Loans payable $ 6,033 $ 2,749 Current portion of long-term debt 4,188 4,697 Loans payable and current portion of long-term debt $ 10,221 $ 7,446 Long-term debt consisted of the following: September 30, December 31, 2016 2015 (Dollars in thousands) Term loan facility, net of unamortized issuance costs $ 240,078 $ 291,717 Revolving credit facility 233,210 170,000 Capital lease obligations 3,839 4,478 Other notes 4,161 4,610 Total long-term debt 481,288 470,805 Current portion of long-term debt (4,188) (4,697) Long-term debt, less current portion $ 477,100 $ 466,108 Credit Facility On July 31, 2014, the Company entered into a credit facility (the “ Credit Facility”) with a group of lenders to refinance the majority of its then outstanding debt. The Credit Facility consisted of a $200 million secured revolving line of credit with a term of five years and a $300 million secured term loan facility with a term of seven years. On January 25, 2016, the Company amended the Credit Facility by entering into the Incremental Assumption Agreement (the “Incremental Agreement”) to increase the revolving line of credit commitment amount from $200 million to $300 million. The Company then used a portion of the increase in the revolving line of credit to repay $50 million of the term loan facility. The Credit Facility was amended and a porti on of the outstanding term loan was repaid to increase the amount of total liquidity available under t he Credit Facility and reduce the total cost of borrowings. On August 29, 2016, the Company amended the Credit Facility by entering into the Second Incremental Assumption Agreement (the “Second Incremental Agreement”) to increase the revolving line of credit commitment amount to $400 million. The increase in the revolving line of credit commitment will be used for general corporate purposes, including acquisitions. Principal payments on the term loan facility of $0.75 million quarterly , are payable commencing December 31, 2014 , with the remaining balance du e on the maturity date. At September 30, 2016 , after taking into account all prior quarterly payments and the $50 million prepayment that was made in January 2016, the Company had borrowed $244.0 million under the term loan facility at an annual rate of 4.0% . There are no additional borrowings available under the term loan facility. Certain of the Company’s U.S. subsidiaries have guaranteed the Com pany’s obligations under the Credit Facility and such obligations are secured by (a) substantially all of the personal property of the Company and the U.S. subsidiary guarantors and (b) a pledge of 100% of the stock of most of the Company’s U.S. subsidiaries and 65% of most of the stock of the Company’s first tier foreign subsidiaries. Interest Rate – Term Loan: The interest rates applicable to the term loans will be, at the Company’s option, equal to either a base rate or a London Interbank Offered Rate (“LIBOR”) rate plus, in both cases, an applicable margin. · The base rate will be the highest of (i) the federal funds rate plus 0.50% , (ii) syndication agent ’s prime rate or (iii) the daily LIBOR rate plus 1.00% . · The applicable margin for base rate loans is 2.25% . · The LIBOR rate will be set as quoted by Bloomberg and shall not be less than 0.75% . · The applicable margin for LIBOR rate loans is 3.25% . · For LIBOR rate loans, the Company may choose to set the duration on individual borrowings for periods of one, two, three or six months, with the interest rate based on the applicable LIBOR rate for the corresponding duration. Interest Rate – Revolving Credit Line: The interest rates applicable to loans under the revolving credit line will be, at the Company’s option, equal to either a base rate or a LIBOR rate plus an applicable variable margin. The variable margin will be based on the ratio of (a) the Company’s total consolidated debt outstanding at such time to (b) the Company’s consolidated EBITDA computed for the period of four consecutive fiscal quarters most recently ended. · The base rate will be the highest of (i) the federal funds rate plus 0.50% , (ii) syndication agent ’s prime rate or (iii) the daily LIBOR rate plus 1.00% . · The applicable margin for base rate loans will vary between 1.50% and 2.00% . · The LIBOR rate will be set as quoted by Bloomberg for U.S. Dollars. · The applicable margin for LIBOR Rate Loans will vary between 2.50% and 3.00% . · For LIBOR rate loans, the Company may choose to set the duration on individual borrowings for periods of one, two, three or six months, with the interest rate based on the applicable LIBOR rate for the corresponding duration. At September 30, 2016 , the Company had borrowed $233.2 million under the revolving credit facilities at an annual weighted average interest rate of 3.5% . The bor rowing on the revolving credit facilities was used to fund the acquisitions, the share repurchase program s , an d for other general business purposes . After reductions for outstanding letters of credit secured by these facilities, we had $162.4 million of additional borrowings available under the revolving credit facilities at September 30, 2016 . The Credit Facility contains customary restrictive covenants including, but not limited to, limitations on use of loan proceeds, limitations on the Company’s ability to pay dividends and repurchase stock, limitations on acquisitions and dispositions and limitations on certain types of investments. The Credit Facility also contains standard provisions relating to conditions of borrowing and customary events of default, including the non-payment of obligations by the Company and the bankruptcy of the Company. Specific to the revolving credit facility, the Company is subject to financial covenants regarding the Company’s outstanding net indebtedness and interest coverage ratios. If an event of default occurs, all am ounts outstanding under the Credit Facility may be accelerated and become immediately due and payable. At September 30, 2016 , we were in complianc e with the covenants of the Credit Facility. Other Financing Arrangements We maintain other lines of credit to provide global flexibility for our short-term liquidity requirements. These facilities are uncommitted lines for our international operations and totaled $32.9 million and $8.0 million at September 30, 2016 and December 31, 2015 , respectively. The unused portions of these lines provided additional liquidity of $28.8 million at September 30, 2016 , and $7.3 million at December 31, 2015 . |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Financial Instruments [Abstract] | |
Financial Instruments | 9. Financial Instruments The following financial instrument assets (liabilities) are presented at their respective carrying amount, fair value and classification within the fair value hierarchy: September 30, 2016 Carrying Fair Value Amount Total Level 1 Level 2 Level 3 (Dollars in thousands) Cash and cash equivalents $ 40,556 $ 40,556 $ 40,556 $ — $ — Loans payable (6,033) (6,033) — (6,033) — Term loan facility (1) (240,078) (249,255) — (249,255) — Revolving credit facility (233,210) (235,825) — (235,825) — Other long-term notes payable (4,161) (3,571) — (3,571) — Foreign currency forward contracts, net 468 468 — 468 — December 31, 2015 Carrying Fair Value Amount Total Level 1 Level 2 Level 3 (Dollars in thousands) Cash and cash equivalents $ 58,380 $ 58,380 $ 58,380 $ — $ — Loans payable (2,749) (2,749) — (2,749) — Term loan facility (1) (291,717) (297,552) — (297,552) — Revolving credit facility (170,000) (169,019) — (169,019) — Other long-term notes payable (4,610) (3,956) — (3,956) — Foreign currency forward contracts, net (1,207) (1,207) — (1,207) — (1) The carrying value of the term loan facility is net of unamortized debt issuance costs. The fair values of cash and cash equivalents are based on the fair values of identical assets. The fair values of loans payable are based on the present value of expected future cash flows and approximate their carrying amounts due to the short periods to maturity. The fair values of the term loan fac ility, the revolving credit facility and other long-term notes payable are based on the present value of expected future cash flows and interest rates that would be currently available to the Company for issuance of similar types of debt instruments with similar terms and remaining maturities adjusted for the Company's non-performance risk. Foreign currency forward contracts. We manage foreign currency risks principally by entering into forward contracts to mitigate the impact of currency fluctuations on transactions. These forward contracts are not formally designated as hedges. Gains and losses on these foreign currency forward contracts are netted with gains and losses from currency fluctuations on transactions arising from international trade and reported as Foreign currency losses, net in the condensed consolidated statements of operations. We recognized net foreign currency losses of $0.9 million and $ 2.9 m illion in the three and nine months ended September 30, 2016 , respectively, and net foreign currency losses of $1.2 million and $5.8 million in the three and nine months ended Septe mber 30, 2015, respectively, which is primarily comprised of the foreign exchange impact on transactions in countries where it is not economically feasible for us to enter into hedging arrangements and hedging inefficiencies, such as timing of transactions. The net foreign currency loss of $5.8 million for the nine months ended September 30, 2015, includes a loss on a foreign currency contract related to the Euro denominated purchase of Nubiola of $2.7 million. We recognized net losses of $1.2 million and $5.8 million in the three and nine months ended September 30, 2016 , respectively, and net losses of $2.3 million and $1.0 million in the three and nine months ended September 30, 2015 , respectively, arising from the change in fair value of our financial instruments, which offset the related net gains and losses on international trade transactions. The fair values of these contracts are based on market prices for comparable contracts. The notional amount of foreign currency forward contracts was $243.3 million at September 30, 2016 , and $338.4 million at December 31, 2015 . The following table presents the effect on our condensed consolidated statements of operations for the three and nine months ended September 30, 2016 and 2015 , respectively, of our foreign currency forward contracts: Amount of (Loss) Recognized in Earnings Three Months Ended September 30, 2016 2015 Location of (Loss) in Earnings (Dollars in thousands) Foreign currency forward contracts $ (1,163) $ (2,279) Foreign currency losses, net Amount of (Loss) Recognized in Earnings Nine Months Ended September 30, 2016 2015 Location of (Loss) in Earnings (Dollars in thousands) Foreign currency forward contracts $ (5,848) $ (951) Foreign currency losses, net The following table presents the fair values on our condensed consolidated balance sheets of foreign currency forward contracts: September 30, December 31, 2016 2015 Balance Sheet Location (Dollars in thousands) Asset derivatives: Foreign currency forward contracts $ 733 $ 913 Other current assets Liability derivatives: Foreign currency forward contracts $ (265) $ (2,120) Accrued expenses and other current liabilities |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | 10. Income Taxes Income tax expense for the nine months ended September 30, 2016, was $22.7 million, or 25.8% of pre-tax income, compared with $11.9 million, or 22.6% of pre-tax income in the prior-year same period. The tax expense, as a percentage of pre-tax income, is lower than the U.S. federal statutory income tax rate of 35% primarily as a result of foreign statutory rate differences. Through the third quarter of 2015, tax expense was further lowered as a result of pre-tax losses in jurisdictions for which no tax benefit is recognized in proportion to the amount of pre-tax income in jurisdictions with no tax expense due to the utilization of fully valued tax attributes. Additionally, during the third quarter of 2015, the Company made a tax payment to a foreign tax jurisdiction for the ability to deduct specific intangible items in the future which resulted in the accounting for the net benefit in the period. |
Contingent Liabilities
Contingent Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Contingent Liabilities [Abstract] | |
Contingent Liabilities | 11. Contingent Liabilities We have recorded environmental liabilities of $7.6 m illion at September 30, 2016 , and $7.4 million at December 31, 2015 , for costs associated with the remediation of certain of our properties that hav e been contaminated. The liability at September 30, 2016 , and December 31, 2015 , was primarily related to a non-operating facility in Brazil, and for retained environmental obligations related to a site in the United States that was part of the sale of our North American and Asian metal powders product lines in 2013. The costs include legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring and related activities. The ultimate liability could be affected by numerous uncertainties, including the extent of contamination found, the required period of monitoring and the ultimate cost of required remediation. In the fourth quarter of 2013, the Supreme Court in Argentina ruled unfavorably related to certain export taxes associated with a divested operation. As a result of this ruling, we have recorded a liability of $8.5 million and a $7.8 million at September 30, 2016, and December 31, 2015 , respectively . There are various lawsuits and claims pending against the Company and its consolidated subsidiaries. We do not currently expect the resolution of these lawsuits and claims to materially affect the consolidated financial position, results of operations, or cash flows of the Company. |
Retirement Benefits
Retirement Benefits | 9 Months Ended |
Sep. 30, 2016 | |
Retirement Benefits [Abstract] | |
Retirement Benefits | 12. Retirement Benefits Net periodic benefit (credit) cost of our U.S. pension plans (including our unfunded nonqualified plans), non-U.S. pension plans, and postretirement health care and life insurance benefit plans for the three months ended September 30, 2016 and 2015 , respectively, follow: U.S. Pension Plans Non-U.S. Pension Plans Other Benefit Plans Three Months Ended September 30, 2016 2015 2016 2015 2016 2015 (Dollars in thousands) Service cost $ 4 $ 5 $ 346 $ 385 $ — $ — Interest cost 3,937 4,697 914 926 236 242 Expected return on plan assets (4,935) (7,291) (493) (683) — — Amortization of prior service cost 3 3 12 17 — — Net periodic benefit (credit) cost $ (991) $ (2,586) $ 779 $ 645 $ 236 $ 242 Net periodic benefit (credit) cost for the nine months ended September 30, 2016 and 2015, respectively, follow: U.S. Pension Plans Non-U.S. Pension Plans Other Benefit Plans Nine Months Ended September 30, 2016 2015 2016 2015 2016 2015 (Dollars in thousands) Service cost $ 13 $ 14 $ 1,081 $ 1,160 $ — $ — Interest cost 11,812 14,092 2,808 2,764 708 727 Expected return on plan assets (14,805) (21,874) (1,538) (2,032) — — Amortization of prior service cost 8 9 34 47 — — Net periodic benefit (credit) cost $ (2,972) $ (7,759) $ 2,385 $ 1,939 $ 708 $ 727 Net periodic benefit credit for our U.S. pension plans for the nine months ended September 30, 2016 de creased from the prior year due to reduced plan assets as a result of executing our terminated-vested buyout program in the fourth quarter of 2015 . Net periodic benefit cost for our non-U.S. pension plans and our postretirement health care and life insurance benefit plans did not change significantly compared with the prior-year same period. In 2015, the Company initiated and executed on a buyout of terminated vested participants in our U.S defined benefit pension plan. In October 2015, the buyout was funded and r educed plan assets and liabilities by approximately $71 million . |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 13. Stock-Based Compensation On May 22, 2013, our shareholders approved the 2013 Omnibus Incentive Plan (the “Plan”), which was adopted by the Board of Directors on February 22, 2013, subject to shareholder approval. The Plan’s purpose is to promote the Company’s long-term financial interests and growth by attracting, retaining and motivating high quality key employees and directors, motivating such employees and directors to achieve the Company’s short- and long-range p erformance goals and objectives and thereby align t heir interests with those of the Company’s shareholders. The Plan reserves 4,400,000 shares of common stock to be issued for grants of several different types of long-term incentives including stock options, stock appreciation rights, restric ted shares, performance shares, other common stock based awards, and dividend equivalent rights. In the first nine months of 2016 , our Board of Di rec tors granted 0.3 million stock options, 0.3 million performance share units and 0.3 million deferred stock units under the Plan. We estimate the fair value of each stock option on the date of grant using the Black-Scholes option pricing model. The following table details the weighted-average grant-date fair values and the assumptions used for estimating the fair values of stock option grants made during the nine months ended September 30, 2016 : Stock Options Weighted-average grant-date fair value $ 4.94 Expected life, in years 6.0 Risk-free interest rate 1.4% - 1.6 % Expected volatility 52.0% - 53.6 % The weighted average grant date fair value of our performance share units granted in the nine months ended September 30, 2016, was $10.02 . We measure the fair value of performance share units based on the closing market price of our common stock on the date of the grant. These shares are evaluated each reporting period for likelihood of achieving the performance criteria. We measure the fair value of deferred stock units based on the closing market price of our common stock on the date of the grant , which is when the awards immediately vest. The weighted-average grant date fair value per unit for grants made during the nine months ended September 30, 2016 , was $10.46 . We recognized stock-based compensation expense of $5.3 million for the nine months ended September 30, 2016 , and $7.4 million for the nine months ended September 30, 2015 . At September 30, 2016 , unearned compensation cost related to the unvested portion of all stock-based compensation awards was approximately $9.3 million and is expected to be recognized over the remaining vesting period of the respective grants , through the first quarter of 2019. |
Restructuring And Cost Reductio
Restructuring And Cost Reduction Programs | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring And Cost Reduction Programs [Abstract] | |
Restructuring And Cost Reduction Programs | 14. Restructuring and Cost Reduction Programs In 2013, we initiated a Global Cost Reduction Progra m that was designed to address three key areas of the company - (1) business realignment, (2) operational efficiency and (3) corporate and back office functions. Business realignment was targeted at right-sizing our commercial management organizations globally. The operational efficiency component of the program was designed to improve the efficiency of our plant operations and supply chain. The corporate and back office initiative relates to work that we are doing with our strategic partners in the areas of finance and accounting , information technology outsourcing, and procurement. The cumulative charges incurred to date associated with this Program are $51.3 million. Total costs related to the Program expected to be incurred, as of September 30, 2016, are approximately $51.3 million. Total restructuring charges were approximately $ 0. 0 million and $1. 7 million for the three and nine months ended September 30, 2016 , respectively, and $3.8 million and $5.3 million for the three and nine months ended September 30, 2015, respectively. The activities and accruals related to our restructuring and cost reduction programs are summarized below: Employee Other Severance Costs Total (Dollars in thousands) Balances at December 31, 2015 $ 693 $ 2,077 $ 2,770 Restructuring charges 1,161 533 1,694 Cash payments (1,164) (1,041) (2,205) Non-cash items 27 54 81 Balances at September 30, 2016 $ 717 $ 1,623 $ 2,340 We expect to make cash payments to settle the remaining liability for employee termination benefits and other costs over the next twelve months , except where legal or contractual restrictions prevent us from doing so. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 15. Earnings Per Share Details of the calculation of basic and diluted earnings per share are shown below: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (Dollars in thousands, except per share amounts) Basic earnings per share computation: Net (loss) income attributable to Ferro Corporation common shareholders $ (8,884) $ (4,059) $ 119 $ 13,510 Adjustment for loss from discontinued operations 29,222 19,086 64,464 28,688 Total $ 20,338 $ 15,027 $ 64,583 $ 42,198 Weighted-average common shares outstanding 83,268 87,130 83,263 87,169 Basic earnings per share from continuing operations attributable to Ferro Corporation common shareholders $ 0.24 $ 0.17 $ 0.78 $ 0.48 Diluted earnings per share computation: Net (loss) income attributable to Ferro Corporation common shareholders $ (8,884) $ (4,059) $ 119 $ 13,510 Adjustment for loss from discontinued operations 29,222 19,086 64,464 28,688 Total $ 20,338 $ 15,027 $ 64,583 $ 42,198 Weighted-average common shares outstanding 83,268 87,130 83,263 87,169 Assumed exercise of stock options 544 433 499 443 Assumed exercise of deferred stock unit conditions 80 126 — 101 Assumed satisfaction of restricted stock unit conditions 473 327 419 305 Assumed satisfaction of performance stock unit conditions 111 384 58 395 Weighted-average diluted shares outstanding 84,476 88,400 84,239 88,413 Diluted earnings per share from continuing operations attributable to Ferro Corporation common shareholders $ 0.24 $ 0.17 $ 0.77 $ 0.48 The number of anti-dilutive or unearned shares was 2.3 million and 2.5 million for the three and nine months ended September 30, 2016 , respectively, and 2.3 million for the three and nine months ended September 30, 2015 . These shares were excluded from the calculation of diluted earnings per share due to their anti-dilutive impact. |
Share Repurchase Program
Share Repurchase Program | 9 Months Ended |
Sep. 30, 2016 | |
Share Repurchase Program [Abstract] | |
Share Repurchase Program | 16. Share Repurchase Program On July 25, 2016, the Company’s Board of Directors approved a new share repurchase pro gram, under which the Company is authorized to repurchase up to an additional $25 million of the Company’s outstanding shares of Common Stock on the open market, including through a Rule 10b5-1 plan, or in privately negotiated transactions. This new program is in addition to the $75 million of authorization previously approved and announced . The timing and amount of shares to be repurchased will be determined by the Company, based on evaluation of market and business conditions, share price, and other factors. The share repurchase programs do not obligate the Company to repurchase any dollar amount or number of common shares, and may be suspended or discontinued at any time. For the nine months ended September 30, 2016, the Company repurchased 1,175, 437 shares of common stock at an average price of $9. 72 per share for a total cost of $11.4 million. Under the share repurchase programs, the Company has repurchased an aggregate of 4,458,345 shares of common stock, at an average price of $11. 21 per share, for a total cost of $50.0 million. As of September 30, 2016, $50.0 million may still be purchased under the programs. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 17. Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) by component, net of tax, were as follows: Three Months Ended September 30, Postretirement Benefit Liability Translation Other Adjustments Adjustments Adjustments Total (Dollars in thousands) Balances at June 30, 2015 $ 886 $ (49,873) $ (70) $ (49,057) Other comprehensive income (loss) before reclassifications — (5,179) — (5,179) Reclassification to earnings: Postretirement benefit liabilities (loss) (4) — — (4) Foreign currency translation adjustment — — — — Net current period other comprehensive (loss) income (4) (5,179) — (5,183) Balances at September 30, 2015 $ 882 $ (55,052) $ (70) $ (54,240) Balances at June 30, 2016 1,106 (66,886) (70) (65,850) Other comprehensive income (loss) before reclassifications — 1,584 — 1,584 Reclassification to earnings: Postretirement benefit liabilities (loss) (2) — — (2) Foreign currency translation adjustment (1) — 1,115 — 1,115 Net current period other comprehensive income (loss) (2) 2,699 — 2,697 Balances at September 30, 2016 $ 1,104 $ (64,187) $ (70) $ (63,153) Nine Months Ended September 30, Postretirement Benefit Liability Translation Other Adjustments Adjustments Adjustments Total (Dollars in thousands) Balances at December 31, 2014 $ 888 $ (22,623) $ (70) $ (21,805) Other comprehensive income (loss) before reclassifications — (32,429) — (32,429) Reclassification to earnings: Postretirement benefit liabilities (loss) (6) — — (6) Foreign currency translation adjustment — — — — Net current period other comprehensive (loss) income (6) (32,429) — (32,435) Balances at September 30, 2015 882 (55,052) (70) (54,240) Balances at December 31, 2015 811 (62,059) (70) (61,318) Other comprehensive income (loss) before reclassifications — (3,243) — (3,243) Reclassification to earnings: Postretirement benefit liabilities gain 293 — — 293 Foreign currency translation adjustment (1) — 1,115 — 1,115 Net current period other comprehensive income (loss) 293 (2,128) — (1,835) Balances at September 30, 2016 $ 1,104 $ (64,187) $ (70) $ (63,153) (1) Includes a release of accumulated foreign currency translation of $1.1 million related to the Company’s sale of the Europe-based Polymer Additives business (Note 3), which is included in Loss from discontinued operations, net of income taxes in our condensed consolidated statements of operations for the three and nine months ended September 30, 2016. |
Reporting For Segments
Reporting For Segments | 9 Months Ended |
Sep. 30, 2016 | |
Reporting For Segments [Abstract] | |
Reporting For Segments | 18. Reporting for Segments Net sales to external customers by segment are presented in the table below. Sales between segments were not material. Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (Dollars in thousands) Performance Coatings $ 130,453 $ 128,745 $ 399,166 $ 404,991 Performance Colors and Glass 92,793 92,168 276,896 290,361 Pigments, Powders and Oxides 65,281 58,452 187,893 114,999 Total net sales $ 288,527 $ 279,365 $ 863,955 $ 810,351 Each segment’s gross profit and reconciliations to income before income taxes are presented in the table below: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (Dollars in thousands) Performance Coatings $ 33,636 $ 32,107 $ 104,985 $ 96,126 Performance Colors and Glass 32,282 31,662 100,825 99,540 Pigments, Powders and Oxides 23,178 13,179 65,868 30,325 Other cost of sales (115) 80 (95) (688) Total gross profit 88,981 77,028 271,583 225,303 Selling, general and administrative expenses 55,588 48,417 166,105 150,568 Restructuring and impairment charges 26 3,844 1,694 5,469 Other expense, net 6,662 5,450 15,953 16,409 Income before income taxes $ 26,705 $ 19,317 $ 87,831 $ 52,857 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19 . Subsequent Events On October 31, 2016, the Company acquired 100% of the membership interests of Electro-Science Laboratories (“ESL”), a leader in electronic packaging materials for $75 million, excluding customary adjustments and fees. ESL is headquartered in King of Prussia, Pennsylvania. The acquisition of ESL enhances the Company’s position in the electronic packaging materials space with complementary products, and offers a platform for growth in Ferro’s Performance Colors and Glass segment. ESL produces thick-film pastes and ceramic tape systems that enable important functionality in a wide variety of industrial and consumer applications. The operating results related to the ESL acquisition will be included in the Company’s condensed consolidated financial statements commencing October 31, 2016, the date of the acquisition. Due to the timing of the acquisition, the Company’s initial purchase price accounting was incomplete at the time these financial statements were issued. As such, the Company cannot disclose the allocation of the acquisition price to acquired assets and liabilities and the related disclosures at this time. |
Recent Accounting Pronounceme27
Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Recent Accounting Pronouncements [Abstract] | |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Income Taxes: Topic 740: Balance Sheet Classification of Deferred Taxes . ASU 2015-17 requires deferred tax assets and liabilities to be classified as noncurrent in a classified statement of financial position. During the second quarter of 2016, we elected to prospectively adopt ASU 2015-17, thus reclassifying current deferred tax assets to noncurrent on the accompanying condensed consolidated balance sheets. The prior reporting period was not retrospectively adjusted. Other than this reclassification, the adoption of ASU 2015-17 did not have an impact on the Company’s condensed consolidated financial statements. |
New Accounting Standards | New Accounting Standards In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flow: Topic 230: Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 is intended to address eight specific cash flow issues with the objective of reducing the existing diversity in practice. This pronouncement is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of assessing the impact the adoption of this ASU will have on our condensed consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation: Topic 718: Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This pronouncement is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company is in the process of assessing the impact the adoption of this ASU will have on our condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases: Topic 842. ASU 2016-02 requires companies to recognize a lease liability and asset on the balance sheet for operating leases with a term greater than one year. This pronouncement is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of assessing the impact the adoption of this ASU will have on our condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606 . This ASU replaces nearly all existing U.S. GAAP guidance on revenue recognition. The standard prescribes a five-step model for recognizing revenue, the application of which will require significant judgment. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is in the process of assessing the impact the adoption of this ASU will have on our condensed consolidated financial statements. No other new accounting pronouncements issued or with effective dates during fiscal 2016 had or are expected to have a material impact of the Company’s condensed consolidated financial statements. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations [Abstract] | |
Summary Of Discontinued Operations | The table below summarizes results for the Europe-based Polymer Additives assets, for the three and nine months ended September 30, 2016 and 2015 , which are reflected in our condensed consolidated statements of operations as discontinued operations. Interest expense has been allocated to the discontinued operations based on the ratio of net assets of each business to consolidated net assets excluding debt. Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (Dollars in thousands) Net sales $ 3,831 $ 7,493 $ 18,481 $ 27,229 Cost of sales 5,654 13,231 28,473 39,689 Gross loss (1,823) (5,738) (9,992) (12,460) Selling, general and administrative expenses 588 1,156 3,094 3,384 Restructuring and impairment charges 26,843 11,792 50,902 11,792 Interest expense 49 237 325 557 Miscellaneous (income) expense (4) 163 (392) 495 (Loss) from discontinued operations before income taxes (29,299) (19,086) (63,921) (28,688) Income tax (benefit) expense (77) — 543 — (Loss) from discontinued operations, net of income taxes $ (29,222) $ (19,086) $ (64,464) $ (28,688) The following table summarizes the assets and liabilities that are classified as held-for-sale at September 30, 2016 , and December 31, 2015 : September 30, 2016 December 31, 2015 (Dollars in thousands) Accounts receivable, net $ — $ 4,028 Inventories — 9,733 Other current assets — 2,454 Current assets held-for-sale — 16,215 Property, plant and equipment, net — 22,973 Other non-current assets — 205 Total assets held-for-sale $ — $ 39,393 Accounts payable $ — $ 5,736 Accrued expenses and other current liabilities — 1,420 Current liabilities held-for-sale — 7,156 Other non-current liabilities — 1,493 Total liabilities held-for-sale $ — $ 8,649 |
Aquisitions (Tables)
Aquisitions (Tables) - Nubiola [Member] | 9 Months Ended |
Sep. 30, 2016 | |
Summary Of The Preliminary Purchase Price Allocations | July 7, 2015 (Dollars in thousands) Net working capital (1) $ 46,642 Cash and equivalents 19,966 Personal property 39,444 Real property 28,510 Intangible assets 26,757 Other assets and liabilities (20,733) Goodwill 27,498 Net assets acquired $ 168,084 (1) Net working capital is defined as current assets, less cash, less current liabilities. |
Summary Of Unaudited Pro Froma Information Represents The Consolidated Results Of The Company As If The Nubiola Acquisition Occurred As Of January 1, 2014 | Three months ended September 30, 2015 Nine months ended September 30, 2015 (unaudited) (In thousands, except per share amounts) Net sales $ 279,365 $ 902,092 Net income attributable to Ferro Corporation common shareholders $ 17,731 $ 48,658 Net earnings per share attributable to Ferro Corporation common shareholders - Basic $ 0.20 $ 0.55 Net earnings per share attributable to Ferro Corporation common shareholders - Diluted $ 0.20 $ 0.55 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventories [Abstract] | |
Inventories | September 30, December 31, 2016 2015 (Dollars in thousands) Raw materials $ 63,754 $ 56,291 Work in process 35,895 33,099 Finished goods 111,612 95,464 Total inventories $ 211,261 $ 184,854 |
Property, Plant And Equipment (
Property, Plant And Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant And Equipment [Abstract] | |
Summary Of Fair Value And Impairment Of Long Lived Assets | Fair Value Measurements Using Total Description Level 1 Level 2 Level 3 Total (Losses) (Dollars in thousands) September 30, 2016 Assets held for sale $ — $ — $ — $ — $ (50,902) December 31, 2015 Assets held for sale $ — $ — $ 33,711 $ 33,711 $ (11,792) |
Goodwill And Other Intangible32
Goodwill And Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Other Intangible Assets [Abstract] | |
Details and Activity of Goodwill by Segment | Pigments, Performance Performance Powders and Colors and Coatings Oxides Glass Total (Dollars in thousands) Goodwill, net at December 31, 2015 $ 43,484 $ 48,794 $ 53,391 $ 145,669 Acquisitions — (9,825) (3), (4) 8,286 (1), (2) (1,539) Foreign currency adjustments (1,010) 156 (396) (1,250) Goodwill, net at September 30, 2016 $ 42,474 $ 39,125 $ 61,281 $ 142,880 (1) During the first quarter of 2016, the Company recorded goodwill related to the Ferer acquisition. Refer to Note 4 for additional details. (2) During the second quarter of 2016, the Company recorded goodwill related to the Pinturas acquisition. Refer to Note 4 for additional details. (3) During the second quarter of 2016, the Company recorded a purchase price adjustment within the measurement period for goodwill related to the Nubiola acquisition. Refer to Note 4 for additional details. (4) During the third quarter of 2016, the Company recorded goodwill related to the Delta Performance Products acquisition. Refer to Note 4 for additional details. |
Summary of Impairment of Goodwill | September 30, December 31, 2016 2015 (Dollars in thousands) Goodwill, gross $ 188,149 $ 190,938 Accumulated impairment losses (45,269) (45,269) Goodwill, net $ 142,880 $ 145,669 |
Details of Amortizable Intangible Assets | September 30, December 31, 2016 2015 (Dollars in thousands) Gross amortizable intangible assets: Patents $ 5,251 $ 5,229 Land rights 4,865 4,947 Technology/know-how and other 83,213 66,558 Customer relationships 55,044 46,320 Total gross amortizable intangible assets 148,373 123,054 Accumulated amortization: Patents (5,040) (4,880) Land rights (2,719) (2,671) Technology/know-how and other (33,911) (16,473) Customer relationships (4,269) (2,234) Total accumulated amortization (45,939) (26,258) Amortizable intangible assets, net $ 102,434 $ 96,796 |
Schedule of Indefinite-Lived Intangible Assets | September 30, December 31, 2016 2015 (Dollars in thousands) Indefinite-lived intangibles assets: Trade names and trademarks $ 9,587 $ 9,837 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt [Abstract] | |
Loans Payable And Current Portion Of Long-Term Debt | September 30, December 31, 2016 2015 (Dollars in thousands) Loans payable $ 6,033 $ 2,749 Current portion of long-term debt 4,188 4,697 Loans payable and current portion of long-term debt $ 10,221 $ 7,446 |
Summary Of Long-Term Debt | September 30, December 31, 2016 2015 (Dollars in thousands) Term loan facility, net of unamortized issuance costs $ 240,078 $ 291,717 Revolving credit facility 233,210 170,000 Capital lease obligations 3,839 4,478 Other notes 4,161 4,610 Total long-term debt 481,288 470,805 Current portion of long-term debt (4,188) (4,697) Long-term debt, less current portion $ 477,100 $ 466,108 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Financial Instruments [Abstract] | |
Financial Instruments Assets (Liabilities) Measured At Fair Value | September 30, 2016 Carrying Fair Value Amount Total Level 1 Level 2 Level 3 (Dollars in thousands) Cash and cash equivalents $ 40,556 $ 40,556 $ 40,556 $ — $ — Loans payable (6,033) (6,033) — (6,033) — Term loan facility (1) (240,078) (249,255) — (249,255) — Revolving credit facility (233,210) (235,825) — (235,825) — Other long-term notes payable (4,161) (3,571) — (3,571) — Foreign currency forward contracts, net 468 468 — 468 — December 31, 2015 Carrying Fair Value Amount Total Level 1 Level 2 Level 3 (Dollars in thousands) Cash and cash equivalents $ 58,380 $ 58,380 $ 58,380 $ — $ — Loans payable (2,749) (2,749) — (2,749) — Term loan facility (1) (291,717) (297,552) — (297,552) — Revolving credit facility (170,000) (169,019) — (169,019) — Other long-term notes payable (4,610) (3,956) — (3,956) — Foreign currency forward contracts, net (1,207) (1,207) — (1,207) — (1) The carrying value of the term loan facility is net of unamortized debt issuance costs. |
Effect On Derivative Instruments On Consolidated Statements Of Operations | Amount of (Loss) Recognized in Earnings Three Months Ended September 30, 2016 2015 Location of (Loss) in Earnings (Dollars in thousands) Foreign currency forward contracts $ (1,163) $ (2,279) Foreign currency losses, net Amount of (Loss) Recognized in Earnings Nine Months Ended September 30, 2016 2015 Location of (Loss) in Earnings (Dollars in thousands) Foreign currency forward contracts $ (5,848) $ (951) Foreign currency losses, net |
Fair Value Of Derivative Instruments On Consolidated Balance Sheets | September 30, December 31, 2016 2015 Balance Sheet Location (Dollars in thousands) Asset derivatives: Foreign currency forward contracts $ 733 $ 913 Other current assets Liability derivatives: Foreign currency forward contracts $ (265) $ (2,120) Accrued expenses and other current liabilities |
Retirement Benefits (Tables)
Retirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Retirement Benefits [Abstract] | |
Net Periodic Benefit (Credit) Cost | Net periodic benefit (credit) cost of our U.S. pension plans (including our unfunded nonqualified plans), non-U.S. pension plans, and postretirement health care and life insurance benefit plans for the three months ended September 30, 2016 and 2015 , respectively, follow: U.S. Pension Plans Non-U.S. Pension Plans Other Benefit Plans Three Months Ended September 30, 2016 2015 2016 2015 2016 2015 (Dollars in thousands) Service cost $ 4 $ 5 $ 346 $ 385 $ — $ — Interest cost 3,937 4,697 914 926 236 242 Expected return on plan assets (4,935) (7,291) (493) (683) — — Amortization of prior service cost 3 3 12 17 — — Net periodic benefit (credit) cost $ (991) $ (2,586) $ 779 $ 645 $ 236 $ 242 Net periodic benefit (credit) cost for the nine months ended September 30, 2016 and 2015, respectively, follow: U.S. Pension Plans Non-U.S. Pension Plans Other Benefit Plans Nine Months Ended September 30, 2016 2015 2016 2015 2016 2015 (Dollars in thousands) Service cost $ 13 $ 14 $ 1,081 $ 1,160 $ — $ — Interest cost 11,812 14,092 2,808 2,764 708 727 Expected return on plan assets (14,805) (21,874) (1,538) (2,032) — — Amortization of prior service cost 8 9 34 47 — — Net periodic benefit (credit) cost $ (2,972) $ (7,759) $ 2,385 $ 1,939 $ 708 $ 727 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stock-Based Compensation [Abstract] | |
Details Of Weighted-Average Grant-Date Fair Values And Assumptions Used For Estimating Fair Values | Stock Options Weighted-average grant-date fair value $ 4.94 Expected life, in years 6.0 Risk-free interest rate 1.4% - 1.6 % Expected volatility 52.0% - 53.6 % |
Restructuring And Cost Reduct37
Restructuring And Cost Reduction Programs (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring And Cost Reduction Programs [Abstract] | |
Summary Of Accruals Related To Restructuring And Cost Reduction Programs | Employee Other Severance Costs Total (Dollars in thousands) Balances at December 31, 2015 $ 693 $ 2,077 $ 2,770 Restructuring charges 1,161 533 1,694 Cash payments (1,164) (1,041) (2,205) Non-cash items 27 54 81 Balances at September 30, 2016 $ 717 $ 1,623 $ 2,340 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Calculations Of Basic And Diluted Earnings Per Share | Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (Dollars in thousands, except per share amounts) Basic earnings per share computation: Net (loss) income attributable to Ferro Corporation common shareholders $ (8,884) $ (4,059) $ 119 $ 13,510 Adjustment for loss from discontinued operations 29,222 19,086 64,464 28,688 Total $ 20,338 $ 15,027 $ 64,583 $ 42,198 Weighted-average common shares outstanding 83,268 87,130 83,263 87,169 Basic earnings per share from continuing operations attributable to Ferro Corporation common shareholders $ 0.24 $ 0.17 $ 0.78 $ 0.48 Diluted earnings per share computation: Net (loss) income attributable to Ferro Corporation common shareholders $ (8,884) $ (4,059) $ 119 $ 13,510 Adjustment for loss from discontinued operations 29,222 19,086 64,464 28,688 Total $ 20,338 $ 15,027 $ 64,583 $ 42,198 Weighted-average common shares outstanding 83,268 87,130 83,263 87,169 Assumed exercise of stock options 544 433 499 443 Assumed exercise of deferred stock unit conditions 80 126 — 101 Assumed satisfaction of restricted stock unit conditions 473 327 419 305 Assumed satisfaction of performance stock unit conditions 111 384 58 395 Weighted-average diluted shares outstanding 84,476 88,400 84,239 88,413 Diluted earnings per share from continuing operations attributable to Ferro Corporation common shareholders $ 0.24 $ 0.17 $ 0.77 $ 0.48 |
Accumulated Other Comprehensi39
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Changes In Accumulated Other Comprehensive (Loss) Income By Component, Net Of Tax | Three Months Ended September 30, Postretirement Benefit Liability Translation Other Adjustments Adjustments Adjustments Total (Dollars in thousands) Balances at June 30, 2015 $ 886 $ (49,873) $ (70) $ (49,057) Other comprehensive income (loss) before reclassifications — (5,179) — (5,179) Reclassification to earnings: Postretirement benefit liabilities (loss) (4) — — (4) Foreign currency translation adjustment — — — — Net current period other comprehensive (loss) income (4) (5,179) — (5,183) Balances at September 30, 2015 $ 882 $ (55,052) $ (70) $ (54,240) Balances at June 30, 2016 1,106 (66,886) (70) (65,850) Other comprehensive income (loss) before reclassifications — 1,584 — 1,584 Reclassification to earnings: Postretirement benefit liabilities (loss) (2) — — (2) Foreign currency translation adjustment (1) — 1,115 — 1,115 Net current period other comprehensive income (loss) (2) 2,699 — 2,697 Balances at September 30, 2016 $ 1,104 $ (64,187) $ (70) $ (63,153) Nine Months Ended September 30, Postretirement Benefit Liability Translation Other Adjustments Adjustments Adjustments Total (Dollars in thousands) Balances at December 31, 2014 $ 888 $ (22,623) $ (70) $ (21,805) Other comprehensive income (loss) before reclassifications — (32,429) — (32,429) Reclassification to earnings: Postretirement benefit liabilities (loss) (6) — — (6) Foreign currency translation adjustment — — — — Net current period other comprehensive (loss) income (6) (32,429) — (32,435) Balances at September 30, 2015 882 (55,052) (70) (54,240) Balances at December 31, 2015 811 (62,059) (70) (61,318) Other comprehensive income (loss) before reclassifications — (3,243) — (3,243) Reclassification to earnings: Postretirement benefit liabilities gain 293 — — 293 Foreign currency translation adjustment (1) — 1,115 — 1,115 Net current period other comprehensive income (loss) 293 (2,128) — (1,835) Balances at September 30, 2016 $ 1,104 $ (64,187) $ (70) $ (63,153) (1) Includes a release of accumulated foreign currency translation of $1.1 million related to the Company’s sale of the Europe-based Polymer Additives business (Note 3), which is included in Loss from discontinued operations, net of income taxes in our condensed consolidated statements of operations for the three and nine months ended September 30, 2016. |
Reporting For Segments (Tables)
Reporting For Segments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Reporting For Segments [Abstract] | |
Net Sales To External Customers By Segment | Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (Dollars in thousands) Performance Coatings $ 130,453 $ 128,745 $ 399,166 $ 404,991 Performance Colors and Glass 92,793 92,168 276,896 290,361 Pigments, Powders and Oxides 65,281 58,452 187,893 114,999 Total net sales $ 288,527 $ 279,365 $ 863,955 $ 810,351 |
Segment's Gross Profit And Reconciliations To Income Before Income Taxes | Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (Dollars in thousands) Performance Coatings $ 33,636 $ 32,107 $ 104,985 $ 96,126 Performance Colors and Glass 32,282 31,662 100,825 99,540 Pigments, Powders and Oxides 23,178 13,179 65,868 30,325 Other cost of sales (115) 80 (95) (688) Total gross profit 88,981 77,028 271,583 225,303 Selling, general and administrative expenses 55,588 48,417 166,105 150,568 Restructuring and impairment charges 26 3,844 1,694 5,469 Other expense, net 6,662 5,450 15,953 16,409 Income before income taxes $ 26,705 $ 19,317 $ 87,831 $ 52,857 |
Basis Of Presentation (Details)
Basis Of Presentation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Foreign currency translation income (loss) due to re-measurement of assets and liabilities | $ 1,565 | $ (5,301) | $ (3,382) | $ (33,690) | |
Assets | 1,232,988 | $ 1,225,351 | 1,232,988 | ||
Liabilities | $ 916,824 | 901,070 | $ 916,824 | ||
Affiliate In Venezuela [Member] | |||||
Equity method investment, ownership percentage | 51.00% | 51.00% | |||
Proceeds from sale of businesses, net | $ 500 |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) $ in Thousands, € in Millions | 1 Months Ended | 9 Months Ended | ||
Aug. 31, 2016EUR (€) | Aug. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | |
Capital contribution to subsidiaries | $ 18,217 | $ 36,251 | ||
Polymer Additives [Member] | ||||
Capital contribution to subsidiaries | € 12 | $ 13,600 | ||
Impairment charges | 26,800 | |||
Translation Adjustments [Member] | Polymer Additives [Member] | ||||
Impairment charges | $ 1,100 |
Discontinued Operations (Summar
Discontinued Operations (Summary Of (Loss) Income From Discontinued Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
(Loss) from discontinued operations, net of income taxes | $ (29,222) | $ (19,086) | $ (64,464) | $ (28,688) |
Polymer Additives And Specialty Plastics [Member] | ||||
Net sales | 3,831 | 7,493 | 18,481 | 27,229 |
Cost of sales | 5,654 | 13,231 | 28,473 | 39,689 |
Gross loss | (1,823) | (5,738) | (9,992) | (12,460) |
Selling, general and administrative expenses | 588 | 1,156 | 3,094 | 3,384 |
Restructuring and impairment charges | 26,843 | 11,792 | 50,902 | 11,792 |
Interest expense | 49 | 237 | 325 | 557 |
Miscellaneous (income) expense | (4) | 163 | (392) | 495 |
(Loss) from discontinued operations before income taxes | (29,299) | (19,086) | (63,921) | (28,688) |
Income tax (benefit) expense | (77) | 543 | ||
(Loss) from discontinued operations, net of income taxes | $ (29,222) | $ (19,086) | $ (64,464) | $ (28,688) |
Discontinued Operations (Summ44
Discontinued Operations (Summary Of Assets And Liabilities From Discontinued Operations) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Discontinued Operations [Abstract] | |
Accounts receivable, net | $ 4,028 |
Inventories | 9,733 |
Other current assets | 2,454 |
Current assets held-for-sale | 16,215 |
Property, plant and equipment, net | 22,973 |
Other non-current assets | 205 |
Total assets held-for-sale | 39,393 |
Accounts payable | 5,736 |
Accrued expenses and other current liabilities | 1,420 |
Current liabilities held-for-sale | 7,156 |
Other non-current liabilities | 1,493 |
Total liabilities held-for-sale | $ 8,649 |
Aquisitions (Narrative) (Detail
Aquisitions (Narrative) (Details) $ in Thousands, € in Millions, EGP in Millions | Aug. 01, 2016USD ($) | Jun. 01, 2016EUR (€) | Jun. 01, 2016USD ($) | Jan. 05, 2016USD ($) | Jul. 07, 2015USD ($) | Jul. 07, 2015EUR (€) | Jul. 07, 2015USD ($) | Nov. 17, 2015EGP | Nov. 17, 2015USD ($) | Feb. 28, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||||||||||||
Goodwill | $ 142,880 | $ 142,880 | $ 145,669 | |||||||||||
Acquisition of commercial assets | 11,417 | $ 166,997 | ||||||||||||
Delta Performance [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition | $ 4,400 | |||||||||||||
Amortizable intangible assets | 3,200 | |||||||||||||
Goodwill | 1,800 | |||||||||||||
Deferred tax liabilities | 1,200 | |||||||||||||
Net working capital | 600 | |||||||||||||
Acquired intangible assets subject to amortization | $ 3,200 | |||||||||||||
Pinturas [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||||||||||
Business acquisition | € 16.5 | $ 18,400 | ||||||||||||
Amortizable intangible assets | 8,500 | |||||||||||||
Goodwill | 3,800 | |||||||||||||
Personal and real property | 700 | |||||||||||||
Deferred tax liabilities | 2,600 | |||||||||||||
Net working capital | 8,000 | |||||||||||||
Acquired intangible assets subject to amortization | $ 8,500 | |||||||||||||
Ferer [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||||||||||
Cash payments to acquire businesses | $ 9,400 | |||||||||||||
Amortizable intangible assets | 3,300 | |||||||||||||
Goodwill | 4,500 | |||||||||||||
Personal and real property | 600 | |||||||||||||
Deferred tax liabilities | 700 | |||||||||||||
Net working capital | 1,700 | |||||||||||||
Acquired intangible assets subject to amortization | $ 3,300 | |||||||||||||
Al Salomi [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||||||||||
Business acquisition | EGP 307 | $ 38,200 | ||||||||||||
Acquired business contributed net sales attributable to Ferro Corporation | 6,200 | 18,200 | ||||||||||||
Acquired business contributed net income (loss) attributable to Ferro Corporation | 600 | 2,800 | ||||||||||||
Amortizable intangible assets | 15,000 | |||||||||||||
Goodwill | 14,300 | |||||||||||||
Personal and real property | 10,700 | |||||||||||||
Deferred tax liabilities | 4,800 | |||||||||||||
Net working capital | 3,000 | |||||||||||||
Acquired intangible assets subject to amortization | $ 15,000 | |||||||||||||
Nubiola [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition | € 167 | $ 184,200 | ||||||||||||
Net assets acquired | $ 168,084 | 168,084 | ||||||||||||
Acquired business contributed net sales attributable to Ferro Corporation | 33,000 | 97,200 | ||||||||||||
Acquired business contributed net income (loss) attributable to Ferro Corporation | 7,200 | 21,400 | ||||||||||||
Amortizable intangible assets | 21,100 | 21,100 | ||||||||||||
Goodwill | 27,498 | 27,498 | ||||||||||||
Net working capital | 46,642 | 46,642 | ||||||||||||
Estimated fair value of receivables acquired | 24,500 | 24,500 | ||||||||||||
Gross contractual amount of receivables acquired | 25,200 | 25,200 | ||||||||||||
Acquired intangible assets subject to amortization | 21,100 | 21,100 | ||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Goodwill | 11,700 | |||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | 6,400 | |||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Tax Liabilities | 1,900 | |||||||||||||
TherMark Holdings, Inc. [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Amortizable intangible assets | $ 4,600 | |||||||||||||
Goodwill | 2,500 | |||||||||||||
Deferred tax liabilities | 1,700 | |||||||||||||
Net working capital | 100 | |||||||||||||
Acquisition of commercial assets | 5,500 | |||||||||||||
Acquired intangible assets subject to amortization | $ 4,600 | |||||||||||||
Customer Relationships [Member] | Nubiola [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Amortizable intangible assets | 5,400 | 5,400 | ||||||||||||
Acquired intangible assets subject to amortization | $ 5,400 | 5,400 | ||||||||||||
Estimated Economic Life | 20 years | |||||||||||||
Technology/Know-how And Other [Member] | Nubiola [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Amortizable intangible assets | $ 15,700 | 15,700 | ||||||||||||
Acquired intangible assets subject to amortization | $ 15,700 | 15,700 | ||||||||||||
Estimated Economic Life | 15 years | |||||||||||||
Trade Names and Trademarks [Member] | Nubiola [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired indefinite-lived intangible assets | $ 5,600 | $ 5,600 | ||||||||||||
Performance Coatings [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Goodwill | 42,474 | 42,474 | 43,484 | |||||||||||
Performance Colors And Glass [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Goodwill | $ 61,281 | $ 61,281 | $ 53,391 |
Aquisitions (Summary Of The Pre
Aquisitions (Summary Of The Preliminary Purchase Price Allocations) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Jul. 07, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 142,880 | $ 145,669 | |
Nubiola [Member] | |||
Business Acquisition [Line Items] | |||
Net working capital | $ 46,642 | ||
Cash and equivalents | 19,966 | ||
Personal property | 39,444 | ||
Real property | 28,510 | ||
Intangible assets | 26,757 | ||
Other assets and liabilities | (20,733) | ||
Goodwill | 27,498 | ||
Net assets acquired | $ 168,084 |
Aquisitions (Summary Of Unaudit
Aquisitions (Summary Of Unaudited Pro Froma Information Represents The Consolidated Results Of The Company As If The Nubiola Acquisition Occurred As Of January 1, 2014) (Details) - Nubiola [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Net sales | $ 279,365 | $ 902,092 |
Net income attributable to Ferro Corporation common shareholders | $ 17,731 | $ 48,658 |
Net earnings per share attributable to Ferro Corporation common shareholders - Basic | $ 0.20 | $ 0.55 |
Net earnings per share attributable to Ferro Corporation common shareholders - Diluted | $ 0.20 | $ 0.55 |
Inventories (Narrative) (Detail
Inventories (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Inventories [Abstract] | |||||
Terms of precious metals consignment agreements, maximum | 1 year | ||||
Fees under precious metals consignment agreements | $ 0.2 | $ 0.2 | $ 0.6 | $ 0.6 | |
Fair value of precious metals on hand under consignment agreements | $ 26.8 | $ 26.8 | $ 20.5 |
Inventories (Inventories) (Deta
Inventories (Inventories) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventories [Abstract] | ||
Raw materials | $ 63,754 | $ 56,291 |
Work in process | 35,895 | 33,099 |
Finished goods | 111,612 | 95,464 |
Total inventories | $ 211,261 | $ 184,854 |
Property, Plant And Equipment50
Property, Plant And Equipment (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Property, Plant And Equipment [Abstract] | ||||||
Total accumulated depreciation | $ 447 | $ 447 | $ 421.3 | |||
Unpaid capital expenditure liabilities | 2.4 | $ 3.4 | ||||
Assets held for sale, impairment charge | $ 26.8 | $ 24.1 | $ 11.8 | $ 50.9 |
Property, Plant And Equipment51
Property, Plant And Equipment (Summary Of Fair Value And Impairment Of Long Lived Assets) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Assets held for sale | $ 33,711 | |
Total losses on assets held for sale | $ (50,902) | (11,792) |
Level 1 [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Assets held for sale | ||
Level 2 [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Assets held for sale | ||
Level 3 [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Assets held for sale | $ 33,711 |
Goodwill And Other Intangible52
Goodwill And Other Intangible Assets (Details and Activity of Goodwill by Segment) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Gross goodwill, beginning balance | $ 190,938 |
Accumulated impairment losses, beginning balance | (45,269) |
Goodwill, beginning balance | 145,669 |
Acquisitions | (1,539) |
Foreign currency adjustment | (1,250) |
Gross goodwill, ending balance | 188,149 |
Accumulated impairment losses, ending balance | (45,269) |
Goodwill net, ending balance | 142,880 |
Performance Coatings [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Goodwill, beginning balance | 43,484 |
Foreign currency adjustment | (1,010) |
Goodwill net, ending balance | 42,474 |
Pigments, Powders And Oxides [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Goodwill, beginning balance | 48,794 |
Acquisitions | (9,825) |
Foreign currency adjustment | 156 |
Goodwill net, ending balance | 39,125 |
Performance Colors And Glass [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Goodwill, beginning balance | 53,391 |
Acquisitions | 8,286 |
Foreign currency adjustment | (396) |
Goodwill net, ending balance | $ 61,281 |
Goodwill And Other Intangible53
Goodwill And Other Intangible Assets (Summary of Impairment of Goodwill) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Goodwill And Other Intangible Assets [Abstract] | ||
Goodwill, gross | $ 188,149 | $ 190,938 |
Accumulated impairment losses | (45,269) | (45,269) |
Goodwill, net | $ 142,880 | $ 145,669 |
Goodwill And Other Intangible54
Goodwill And Other Intangible Assets (Details of Amortizable Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Amortization Of Intangible Assets [Line Items] | ||
Total gross amortizable intangible assets | $ 148,373 | $ 123,054 |
Total accumulated amortization | (45,939) | (26,258) |
Amortizable intangible assets, net | 102,434 | 96,796 |
Patents [Member] | ||
Amortization Of Intangible Assets [Line Items] | ||
Total gross amortizable intangible assets | 5,251 | 5,229 |
Total accumulated amortization | (5,040) | (4,880) |
Land Rights [Member] | ||
Amortization Of Intangible Assets [Line Items] | ||
Total gross amortizable intangible assets | 4,865 | 4,947 |
Total accumulated amortization | (2,719) | (2,671) |
Technology/Know-how And Other [Member] | ||
Amortization Of Intangible Assets [Line Items] | ||
Total gross amortizable intangible assets | 83,213 | 66,558 |
Total accumulated amortization | (33,911) | (16,473) |
Customer Relationships [Member] | ||
Amortization Of Intangible Assets [Line Items] | ||
Total gross amortizable intangible assets | 55,044 | 46,320 |
Total accumulated amortization | $ (4,269) | $ (2,234) |
Goodwill And Other Intangible55
Goodwill And Other Intangible Assets (Schedule of Indefinite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Trade Names and Trademarks [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 9,587 | $ 9,837 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Long-term debt | $ 481,288,000 | $ 470,805,000 |
Other Financing Arrangements [Member] | ||
Debt Instrument [Line Items] | ||
Debt facility amount | 32,900,000 | 8,000,000 |
Additional borrowings available | 28,800,000 | 7,300,000 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Borrowings under revolving line of credit | $ 233,200,000 | |
Weighted average interest rate | 3.50% | |
Long-term debt | $ 233,210,000 | $ 170,000,000 |
Revolving Credit Facility [Member] | Federal Funds Effective Swap Rate [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.50% | |
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.00% | |
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Applicable margin percentage | 3.00% | |
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Applicable margin percentage | 2.50% | |
Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Applicable margin percentage | 2.00% | |
Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Applicable margin percentage | 1.50% | |
Secured Debt [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt facility amount | $ 200,000,000 | |
Term of debt instrument/credit facility | 5 years | |
Additional borrowings available | $ 162,400,000 | |
Secured Debt [Member] | Incremental Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Debt facility amount | 300,000,000 | |
Secured Debt [Member] | Second Incremental Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Debt facility amount | $ 400,000,000 | |
Secured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Term of debt instrument/credit facility | 7 years | |
Debt amount issued | $ 300,000,000 | |
Annual principal payments on term loan | 750,000 | |
Repayment of term loan facility | $ 50,000,000 | |
Interest rate | 4.00% | |
Long-term debt | $ 244,000,000 | |
Additional borrowings available under the term loan facility | $ 0 | |
Secured Term Loan [Member] | Federal Funds Effective Swap Rate [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.50% | |
Secured Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.00% | |
Interest rate | 3.25% | |
Secured Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.75% | |
Secured Term Loan [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.25% | |
U.S. Subsidiaries [Member] | ||
Debt Instrument [Line Items] | ||
Stock pledged as collateral, percentage | 100.00% | |
Foreign Subsidiaries [Member] | ||
Debt Instrument [Line Items] | ||
Stock pledged as collateral, percentage | 65.00% |
Debt (Loans Payable And Current
Debt (Loans Payable And Current Portion of Long-Term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||
Loans payable and current portion of long-term debt | $ 10,221 | $ 7,446 |
Loans Payable [Member] | ||
Short-term Debt [Line Items] | ||
Loans payable and current portion of long-term debt | 6,033 | 2,749 |
Current Portion Of Long-Term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Loans payable and current portion of long-term debt | $ 4,188 | $ 4,697 |
Debt (Summary Of Long-Term Debt
Debt (Summary Of Long-Term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 481,288 | $ 470,805 |
Current portion of long-term debt | (4,188) | (4,697) |
Long-term debt, less current portion | 477,100 | 466,108 |
Term Loan Facility, Net Of Unamortized Issuance Costs [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 240,078 | 291,717 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 233,210 | 170,000 |
Capital Lease Obligations [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 3,839 | 4,478 |
Other Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 4,161 | $ 4,610 |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Net foreign currency loss | $ (0.9) | $ (1.2) | $ (2.9) | $ (5.8) | |
Gain (loss) from the change in fair value of financial instruments | 1.2 | $ (2.3) | (5.8) | 1 | |
Notional amount | $ 243.3 | $ 243.3 | $ 338.4 | ||
Nubiola [Member] | |||||
Net foreign currency loss | $ 2.7 |
Financial Instruments (Financia
Financial Instruments (Financial Instruments Assets (Liabilities) Measured At Fair Value) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Financial Instruments And Fair Value Measurements [Line Items] | ||||
Cash and cash equivalents, Carrying Amount | $ 40,556 | $ 58,380 | $ 69,493 | $ 140,500 |
Loans payable, Carrying Amount | (6,033) | (2,749) | ||
Long-term debt, Carrying Amount | (481,288) | (470,805) | ||
Foreign currency forward contracts, net, Carrying Amount | 468 | (1,207) | ||
Cash and cash equivalents, Fair Value | 40,556 | 58,380 | ||
Loans payable, Fair Value | (6,033) | (2,749) | ||
Foreign currency forward contracts, net, Fair Value | 468 | (1,207) | ||
Revolving Credit Facility [Member] | ||||
Financial Instruments And Fair Value Measurements [Line Items] | ||||
Long-term debt, Carrying Amount | (233,210) | (170,000) | ||
Long-term debt, Fair Value | (235,825) | (169,019) | ||
Term Loan Facility, Net Of Unamortized Issuance Costs [Member] | ||||
Financial Instruments And Fair Value Measurements [Line Items] | ||||
Long-term debt, Carrying Amount | (240,078) | (291,717) | ||
Long-term debt, Fair Value | (249,255) | (297,552) | ||
Other Long-Term Notes Payable [Member] | ||||
Financial Instruments And Fair Value Measurements [Line Items] | ||||
Long-term debt, Carrying Amount | (4,161) | (4,610) | ||
Long-term debt, Fair Value | (3,571) | (3,956) | ||
Level 1 [Member] | ||||
Financial Instruments And Fair Value Measurements [Line Items] | ||||
Cash and cash equivalents, Fair Value | 40,556 | 58,380 | ||
Level 2 [Member] | ||||
Financial Instruments And Fair Value Measurements [Line Items] | ||||
Loans payable, Fair Value | (6,033) | (2,749) | ||
Foreign currency forward contracts, net, Fair Value | 468 | (1,207) | ||
Level 2 [Member] | Revolving Credit Facility [Member] | ||||
Financial Instruments And Fair Value Measurements [Line Items] | ||||
Long-term debt, Fair Value | (235,825) | (169,019) | ||
Level 2 [Member] | Term Loan Facility, Net Of Unamortized Issuance Costs [Member] | ||||
Financial Instruments And Fair Value Measurements [Line Items] | ||||
Long-term debt, Fair Value | (249,255) | (297,552) | ||
Level 2 [Member] | Other Long-Term Notes Payable [Member] | ||||
Financial Instruments And Fair Value Measurements [Line Items] | ||||
Long-term debt, Fair Value | (3,571) | $ (3,956) | ||
Level 3 [Member] | ||||
Financial Instruments And Fair Value Measurements [Line Items] | ||||
Cash and cash equivalents, Fair Value | ||||
Loans payable, Fair Value | ||||
Foreign currency forward contracts, net, Fair Value | ||||
Level 3 [Member] | Revolving Credit Facility [Member] | ||||
Financial Instruments And Fair Value Measurements [Line Items] | ||||
Long-term debt, Fair Value | ||||
Level 3 [Member] | Term Loan Facility, Net Of Unamortized Issuance Costs [Member] | ||||
Financial Instruments And Fair Value Measurements [Line Items] | ||||
Long-term debt, Fair Value | ||||
Level 3 [Member] | Other Long-Term Notes Payable [Member] | ||||
Financial Instruments And Fair Value Measurements [Line Items] | ||||
Long-term debt, Fair Value |
Financial Instruments (Effect O
Financial Instruments (Effect On Derivative Instruments On Consolidated Statements Of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Foreign Currency Forward Contracts [Member] | Foreign Currency Losses, Net [Member] | Not Designated As Hedging Instrument [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings | $ (1,163) | $ (2,279) | $ (5,848) | $ (951) |
Financial Instruments (Fair Val
Financial Instruments (Fair Value Of Derivative Instruments On Consolidated Balance Sheets) (Details) - Not Designated As Hedging Instrument [Member] - Foreign Currency Forward Contracts [Member] - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | $ 733 | $ 913 |
Accrued Expenses And Other Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | $ (265) | $ (2,120) |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Taxes [Abstract] | ||||
Income tax expense | $ 6,157 | $ 3,792 | $ 22,659 | $ 11,930 |
Percentage of pre-tax income | 25.80% | 22.60% | ||
U.S. federal statutory income tax rate | 35.00% |
Contingent Liabilities (Details
Contingent Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Commitments And Contingent Liabilities [Line Items] | ||
Undiscounted remediation liability associated with environmentally contaminated non-operating facility | $ 7.6 | $ 7.4 |
Argentina [Member] | Argentina Supreme Court [Member] | ||
Commitments And Contingent Liabilities [Line Items] | ||
Contingent tax liability | $ 8.5 | $ 7.8 |
Retirement Benefits (Net Period
Retirement Benefits (Net Periodic Benefit (Credit) Cost) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Reduction in plan assets and liability | $ (71,000) | ||||
U.S. Pension Plans [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | $ 4 | $ 5 | $ 13 | $ 14 | |
Interest cost | 3,937 | 4,697 | 11,812 | 14,092 | |
Expected return on plan assets | (4,935) | (7,291) | (14,805) | (21,874) | |
Amortization of prior service cost | 3 | 3 | 8 | 9 | |
Net periodic benefit (credit) cost | (991) | (2,586) | (2,972) | (7,759) | |
Non-U.S. Pension Plans [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 346 | 385 | 1,081 | 1,160 | |
Interest cost | 914 | 926 | 2,808 | 2,764 | |
Expected return on plan assets | (493) | (683) | (1,538) | (2,032) | |
Amortization of prior service cost | 12 | 17 | 34 | 47 | |
Net periodic benefit (credit) cost | 779 | 645 | 2,385 | 1,939 | |
Other Benefit Plans [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Interest cost | 236 | 242 | 708 | 727 | |
Net periodic benefit (credit) cost | $ 236 | $ 242 | $ 708 | $ 727 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock reserved under plan | 4,400,000 | |
Recognized stock-based compensation expense | $ 5.3 | $ 7.4 |
Unearned compensation cost related to the unvested portion of all stock-based awards | $ 9.3 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of share based compensation units granted | 300,000 | |
Weighted average grant date fair value | $ 4.94 | |
Performance Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of share based compensation units granted | 300,000 | |
Weighted average grant date fair value | $ 10.02 | |
Deferred Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of share based compensation units granted | 300,000 | |
Weighted-average grant date fair value | $ 10.46 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Of Weighted-Average Grant-Date Fair Values And Assumptions Used For Estimating Fair Values) (Details) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2016$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted-average grant-date fair value | $ 4.94 |
Expected life, in years | 6 years |
Risk-free interest rate | 1.40% |
Risk-free interest rate, maximum | 1.60% |
Expected volatility | 52.00% |
Expected volatility, maximum | 53.60% |
Restructuring And Cost Reduct68
Restructuring And Cost Reduction Programs (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total expected cost related to restructuring and cost reduction programs | $ 51,300 | $ 51,300 | ||
Restructuring charges | 0 | $ 3,800 | $ 1,694 | $ 5,300 |
Period expected for cash payments for employee benefits and other costs | over the next twelve months | |||
Employee Severance [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cumulative charges to date | $ 51,300 | $ 51,300 | ||
Restructuring charges | $ 1,161 |
Restructuring And Cost Reduct69
Restructuring And Cost Reduction Programs (Summary Of Accruals Related To Restructuring And Cost Reduction Programs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Beginning balance | $ 2,770 | |||
Restructuring charges | $ 0 | $ 3,800 | 1,694 | $ 5,300 |
Cash payments | (2,205) | |||
Non-cash items | 81 | |||
Ending balance | 2,340 | 2,340 | ||
Employee Severance [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning balance | 693 | |||
Restructuring charges | 1,161 | |||
Cash payments | (1,164) | |||
Non-cash items | 27 | |||
Ending balance | 717 | 717 | ||
Other Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning balance | 2,077 | |||
Restructuring charges | 533 | |||
Cash payments | (1,041) | |||
Non-cash items | 54 | |||
Ending balance | $ 1,623 | $ 1,623 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Anti-dilutive securities excluded from computation of earnings per share | 2.3 | 2.3 | 2.5 | 2.3 |
Earnings Per Share (Calculation
Earnings Per Share (Calculations Of Basic And Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Basic earnings per share computation: | ||||
Net (loss) income attributable to Ferro Corporation common shareholders | $ (8,884) | $ (4,059) | $ 119 | $ 13,510 |
Adjustment for loss from discontinued operations | 29,222 | 19,086 | 64,464 | 28,688 |
Total | $ 20,338 | $ 15,027 | $ 64,583 | $ 42,198 |
Weighted-average common shares outstanding | 83,268 | 87,130 | 83,263 | 87,169 |
Basic earnings per share from continuing operations attributable to Ferro Corporation common shareholders | $ 0.24 | $ 0.17 | $ 0.78 | $ 0.48 |
Diluted earnings per share computation: | ||||
Net (loss) income attributable to Ferro Corporation common shareholders | $ (8,884) | $ (4,059) | $ 119 | $ 13,510 |
Adjustment for loss from discontinued operations | 29,222 | 19,086 | 64,464 | 28,688 |
Total | $ 20,338 | $ 15,027 | $ 64,583 | $ 42,198 |
Weighted-average common shares outstanding | 83,268 | 87,130 | 83,263 | 87,169 |
Assumed exercise of stock options | 544 | 433 | 499 | 443 |
Assumed exercise of deferred stock unit conditions | 80 | 126 | 101 | |
Assumed satisfaction of restricted stock unit conditions | 473 | 327 | 419 | 305 |
Assumed satisfaction of performance stock unit conditions | 111 | 384 | 58 | 395 |
Weighted-average diluted shares outstanding | 84,476 | 88,400 | 84,239 | 88,413 |
Diluted earnings per share from continuing operations attributable to Ferro Corporation common shareholders | $ 0.24 | $ 0.17 | $ 0.77 | $ 0.48 |
Share Repurchase Program (Detai
Share Repurchase Program (Details) - USD ($) | 9 Months Ended | 14 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | |
Share Repurchase Program [Abstract] | |||
Stock Repurchase Program, Authorized Amount | $ 75,000,000 | $ 75,000,000 | |
Stock Repurchase Program, Authorized Amount, Increase | $ 25,000,000 | $ 25,000,000 | |
Purchase of treasury stock, shares | 1,175,437 | 4,458,345 | |
Treasury Stock Acquired, Average Cost Per Share | $ 9.72 | $ 11.21 | |
Purchase of treasury stock | $ 11,429,000 | $ 6,998,000 | $ 50,000,000 |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 50,000,000 | $ 50,000,000 |
Accumulated Other Comprehensi73
Accumulated Other Comprehensive Income (Loss) (Changes In Accumulated Other Comprehensive Income (Loss) by Component, Net of Tax) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balances | $ 316,459 | ||||
Foreign currency translation adjustment | $ (1,115) | (1,115) | |||
Ending Balances | 308,394 | 308,394 | |||
Accumulated Other Comprehensive (Loss) [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balances | (65,850) | $ (49,057) | (61,318) | $ (21,805) | |
Other comprehensive income (loss) before reclassifications | 1,584 | (5,179) | (3,243) | (32,429) | |
Postretirement benefit liabilities gain (loss) | (2) | (4) | 293 | (6) | |
Foreign currency translation adjustment | 1,115 | 1,115 | |||
Net current period other comprehensive income (loss) | 2,697 | (5,183) | (1,835) | (32,435) | |
Ending Balances | (63,153) | (54,240) | (63,153) | (54,240) | |
Postretirement Benefit Liability Adjustments [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balances | 1,106 | 886 | 811 | 888 | |
Postretirement benefit liabilities gain (loss) | (2) | (4) | 293 | (6) | |
Net current period other comprehensive income (loss) | (2) | (4) | 293 | (6) | |
Ending Balances | 1,104 | 882 | 1,104 | 882 | |
Translation Adjustments [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balances | (66,886) | (49,873) | (62,059) | (22,623) | |
Other comprehensive income (loss) before reclassifications | 1,584 | (5,179) | (3,243) | (32,429) | |
Foreign currency translation adjustment | 1,115 | 1,115 | |||
Net current period other comprehensive income (loss) | 2,699 | (5,179) | (2,128) | (32,429) | |
Ending Balances | (64,187) | (55,052) | (64,187) | (55,052) | |
Other Adjustments [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balances | (70) | (70) | (70) | (70) | |
Ending Balances | $ (70) | $ (70) | $ (70) | $ (70) | |
Polymer Additives [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Impairment charges | $ 26,800 | ||||
Polymer Additives [Member] | Translation Adjustments [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Impairment charges | $ 1,100 |
Reporting For Segments (Net Sal
Reporting For Segments (Net Sales To External Customers By Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net sales | $ 288,527 | $ 279,365 | $ 863,955 | $ 810,351 |
Performance Coatings [Member] | ||||
Net sales | 130,453 | 128,745 | 399,166 | 404,991 |
Performance Colors And Glass [Member] | ||||
Net sales | 92,793 | 92,168 | 276,896 | 290,361 |
Pigments, Powders And Oxides [Member] | ||||
Net sales | $ 65,281 | $ 58,452 | $ 187,893 | $ 114,999 |
Reporting For Segments (Segment
Reporting For Segments (Segment's Gross Profit And Reconciliations To Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Other cost of sales | $ (115) | |||
Other cost of sales | $ 80 | |||
Other cost of sales | $ (95) | $ (688) | ||
Total gross profit | 88,981 | 77,028 | 271,583 | 225,303 |
Selling, general and administrative expenses | 55,588 | 48,417 | 166,105 | 150,568 |
Restructuring and impairment charges | 26 | 3,844 | 1,694 | 5,469 |
Other expense, net | 6,662 | 5,450 | 15,953 | 16,409 |
Income before income taxes | 26,705 | 19,317 | 87,831 | 52,857 |
Performance Coatings [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total gross profit | 33,636 | 32,107 | 104,985 | 96,126 |
Performance Colors And Glass [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total gross profit | 32,282 | 31,662 | 100,825 | 99,540 |
Pigments, Powders And Oxides [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total gross profit | $ 23,178 | $ 13,179 | $ 65,868 | $ 30,325 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Electro-Science Laboratories, Inc (“ESL”) [Member] $ in Millions | 1 Months Ended |
Oct. 31, 2016USD ($) | |
Subsequent Event [Line Items] | |
Business acquisition, percentage of voting interests acquired | 100.00% |
Business acquisition | $ 75 |