Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 31, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'OM GROUP INC | ' |
Entity Central Index Key | '0000899723 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 31,980,840 |
Unaudited_Condensed_Consolidat
Unaudited Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $116,453 | $227,612 |
Restricted cash on deposit | 0 | 22,793 |
Accounts receivable, less allowance of $4,222 in 2013 and $5,215 in 2012 | 151,861 | 160,122 |
Inventories | 248,326 | 452,699 |
Other current assets | 17,432 | 43,225 |
Current assets - discontinued operations (excluding cash) | 0 | 33,126 |
Total current assets | 534,072 | 939,577 |
Property, plant and equipment, net | 326,948 | 474,346 |
Goodwill | 428,212 | 528,312 |
Intangible assets, net | 403,390 | 417,110 |
Other non-current assets | 60,481 | 86,879 |
Non-current assets - discontinued operations | 0 | 53,203 |
Total assets | 1,753,103 | 2,499,427 |
Current liabilities | ' | ' |
Current portion of long-term debt | 0 | 13,309 |
Accounts payable | 85,739 | 116,991 |
Liability related to joint venture partner injunction | 0 | 22,793 |
Accrued income taxes | 1,210 | 23,871 |
Accrued employee costs | 34,475 | 46,629 |
Purchase price of VAC payable to seller | 52,456 | 75,351 |
Other current liabilities | 61,100 | 59,574 |
Current liabilities - discontinued operations | 0 | 20,726 |
Total current liabilities | 234,980 | 379,244 |
Long-term debt | 0 | 454,054 |
Deferred income taxes | 107,998 | 117,739 |
Pension liabilities | 233,317 | 232,867 |
Purchase price of VAC payable to seller | 11,278 | 11,259 |
Other non-current liabilities | 53,569 | 55,383 |
Non-current liabilities - discontinued operations | 0 | 4,733 |
Stockholders' equity: | ' | ' |
Preferred stock, $.01 par value: Authorized 2,000,000 shares, no shares issued or outstanding | 0 | 0 |
Common stock, $.01 par value: Authorized 90,000,000 shares; 32,843,065 shares issued in 2013 and 32,108,212 shares issued in 2012 | 321 | 320 |
Capital in excess of par value | 637,759 | 631,063 |
Retained earnings | 570,149 | 671,012 |
Treasury stock (825,956 shares in 2013 and 216,695 shares in 2012, at cost) | -22,318 | -7,681 |
Accumulated other comprehensive loss | -73,950 | -88,005 |
Total OM Group, Inc. stockholders' equity | 1,111,961 | 1,206,709 |
Noncontrolling interests | 0 | 37,439 |
Total equity | 1,111,961 | 1,244,148 |
Total liabilities and equity | $1,753,103 | $2,499,427 |
Unaudited_Condensed_Consolidat1
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowance for Doubtful Accounts Receivable, Current | $4,222 | $5,215 |
Preferred Stock, Par or Stated Value Per Share (in usd per share) | $0.01 | $0.01 |
Preferred Stock, Shares Authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Issued (in shares) | 0 | 0 |
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
Common Stock, Par or Stated Value Per Share (in usd per share) | $0.01 | $0.01 |
Common Stock, Shares Authorized (in shares) | 90,000,000 | 90,000,000 |
Common Stock, Shares, Issued (in shares) | 32,843,065 | 32,108,212 |
Treasury Stock, Shares (in shares) | 825,956 | 216,695 |
Unaudited_Condensed_Statements
Unaudited Condensed Statements of Consolidated Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Net sales | $265,932 | $371,366 | $887,058 | $1,227,184 |
Cost of goods sold | 200,064 | 290,197 | 683,167 | 1,010,121 |
Gross profit | 65,868 | 81,169 | 203,891 | 217,063 |
Selling, general and administrative expenses | 53,828 | 60,679 | 168,568 | 186,233 |
Operating profit | 12,040 | 20,490 | 35,323 | 30,830 |
Other income (expense): | ' | ' | ' | ' |
Interest expense | -1,732 | -12,571 | -11,195 | -35,303 |
Foreign exchange gain/(loss) | 4,583 | -2,661 | 4,747 | -1,763 |
Loss on divestiture of Advanced Materials business | -61 | 0 | -112,122 | 0 |
Other, net | -473 | 1,641 | -860 | 1,783 |
Income (loss) from continuing operations before income tax expense | 14,357 | 6,899 | -84,107 | -4,453 |
Income tax expense | 1,925 | 1,807 | 6,380 | 1,486 |
Income (loss) from continuing operations, net of tax | 12,432 | 5,092 | -90,487 | -5,939 |
Income (loss) from discontinued operations, net of tax | -256 | 1 | -12,125 | 297 |
Consolidated net income (loss) | 12,176 | 5,093 | -102,612 | -5,642 |
Net (loss) attributable to noncontrolling interests | 0 | -415 | -1,749 | -760 |
Net income (loss) attributable to OM Group, Inc. common stockholders | 12,176 | 5,508 | -100,863 | -4,882 |
Earnings (loss) per common share b basic: | ' | ' | ' | ' |
Income (loss) from continuing operations attributable to OM Group, Inc. common stockholders - basic (in dollars per share) | $0.40 | $0.17 | ($2.81) | ($0.16) |
Income (loss) from discontinued operations attributable to OM Group, Inc. common stockholders - basic (in dollars per share) | ($0.01) | $0 | ($0.38) | $0.01 |
Net income (loss) attributable to OM Group, Inc. common stockholders (in dollars per share) | $0.39 | $0.17 | ($3.19) | ($0.15) |
Earnings (loss) per common share b assuming dilution: | ' | ' | ' | ' |
Income (loss) from continuing operations attributable to OM Group, Inc. common stockholders (in dollars per share) | $0.39 | $0.17 | ($2.81) | ($0.16) |
Income (loss) from discontinued operations attributable to OM Group, Inc. common stockholders (in dollars per share) | ($0.01) | $0 | ($0.38) | $0.01 |
Net income (loss) attributable to OM Group, Inc. common stockholders (in dollars per share) | $0.38 | $0.17 | ($3.19) | ($0.15) |
Weighted average shares outstanding | ' | ' | ' | ' |
Basic (in shares) | 31,442 | 31,889 | 31,592 | 31,882 |
Assuming dilution (in shares) | 31,664 | 32,004 | 31,592 | 31,882 |
Amounts attributable to OM Group, Inc. common shareholders: | ' | ' | ' | ' |
Income (loss) from continuing operations, net of tax | 12,432 | 5,507 | -88,738 | -5,179 |
Income (loss) from discontinued operations, net of tax | -256 | 1 | -12,125 | 297 |
Net income (loss) attributable to OM Group, Inc. common stockholders | $12,176 | $5,508 | ($100,863) | ($4,882) |
Unaudited_Statements_of_Consol
Unaudited Statements of Consolidated Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Other Comprehensive Income [Abstract] | ' | ' | ' | ' |
Consolidated net income (loss) | $12,176 | $5,093 | ($102,612) | ($5,642) |
Foreign currency translation adjustments | 21,193 | 23,323 | 4,916 | 8,477 |
Reclassification of foreign currency translation adjustment related to discontinued operations into earnings | 0 | 0 | 8,838 | 0 |
Reclassification of hedging activities into earnings, net of tax | 68 | -1,629 | 128 | -3,409 |
Unrealized gain (loss) on cash flow hedges, net of tax | -32 | 3,381 | -216 | 6,299 |
Pension adjustment | -206 | 2,223 | 389 | 2,627 |
Net change in accumulated other comprehensive income | 21,023 | 27,298 | 14,055 | 13,994 |
Comprehensive income (loss) | 33,199 | 32,391 | -88,557 | 8,352 |
Comprehensive (loss) attributable to noncontrolling interests | 0 | -415 | -1,749 | -760 |
Comprehensive income (loss) attributable to OM Group, Inc. | $33,199 | $32,806 | ($86,808) | $9,112 |
Unaudited_Condensed_Statements1
Unaudited Condensed Statements of Consolidated Cash Flows (USD $) | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
UPC Business [Member] | UPC Business [Member] | |||
Operating activities | ' | ' | ' | ' |
Consolidated net loss | ($102,612) | ($5,642) | ' | ' |
Adjustments to reconcile consolidated net loss to net cash provided by (used for) operating activities: | ' | ' | ' | ' |
Loss (income) from discontinued operations | 12,125 | -297 | ' | ' |
Depreciation and amortization | 55,592 | 62,603 | ' | ' |
Amortization of deferred financing fees | 2,824 | 5,387 | ' | ' |
Share-based compensation expense | 4,884 | 5,285 | ' | ' |
VAC lower of cost or market charges | 0 | 53,751 | ' | ' |
Loss on divestiture of Advanced Materials business | 112,122 | 0 | ' | ' |
Other non-cash items | 2,509 | -24,280 | ' | ' |
Changes in operating assets and liabilities, excluding the effect of divestitures | ' | ' | ' | ' |
Accounts receivable | -24,681 | 8,467 | ' | ' |
Inventories (includes $16.1 million of step up amortization in 2012) | 14,235 | 88,069 | ' | ' |
Accounts payable | 5,279 | -47,129 | ' | ' |
Accrued tax | -24,463 | 5,397 | ' | ' |
Other, net | -28,127 | 10,079 | ' | ' |
Net cash provided by operating activities | 29,687 | 161,690 | ' | ' |
Investing activities | ' | ' | ' | ' |
Expenditures for property, plant and equipment | -28,435 | -44,244 | ' | ' |
Net proceeds from divestiture | ' | ' | 63,300 | 0 |
Payment of VAC purchase price payable to seller | -23,028 | 0 | ' | ' |
Proceeds from sale of property | 0 | 5,138 | ' | ' |
Net cash provided by (used for) investing activities | 340,506 | -39,106 | ' | ' |
Financing activities | ' | ' | ' | ' |
Payments on long-term debt | -466,538 | -82,654 | ' | ' |
Debt issuance costs | -1,860 | 0 | ' | ' |
Proceeds from exercise of stock options | 2,112 | 0 | ' | ' |
Payment related to surrendered shares | -554 | -254 | ' | ' |
Share repurchases | -14,083 | 0 | ' | ' |
Net cash used for financing activities | -480,923 | -82,908 | ' | ' |
Effect of exchange rate changes on cash | 2,291 | 439 | ' | ' |
Cash and cash equivalents | ' | ' | ' | ' |
Increase (decrease) in cash and cash equivalents | -108,439 | 40,115 | ' | ' |
Discontinued operations - net cash used by operating activities | -301 | -4,137 | ' | ' |
Discontinued operations - net cash used for investing activities | -2,419 | -2,771 | ' | ' |
Balance at the beginning of the period | 227,612 | 292,146 | ' | ' |
Balance at the end of the period | $116,453 | $325,353 | ' | ' |
Unaudited_Condensed_Statements2
Unaudited Condensed Statements of Consolidated Cash Flows Unaudited Condensed Statements of Consolidated Cash Flows (Parentheticals) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Statement of Cash Flows [Abstract] | ' |
Amount of Inventory Step-Up Amortization | $16.10 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
OM Group, Inc. ("OM Group", the “Company”, “we”, “our”, “us”) is a technology-based industrial growth company serving attractive global markets, including automotive systems, electronic devices, aerospace, industrial and renewable energy. We use innovative technologies to address customers' complex applications and demanding requirements. Our strategy is to grow organically through product innovation and new market and customer development; to grow strategically through synergistic acquisitions; and to maximize total stockholder return through a combination of business growth, financial discipline, optimal deployment of capital and continued operational excellence. Our objective is to deliver sustainable, profitable growth and create long-term stockholder value. | |
The consolidated financial statements include the accounts of OM Group and its consolidated subsidiaries. We were formed in 1991 as a Delaware Corporation. Intercompany accounts and transactions have been eliminated in consolidation. Until March 29, 2013, we held a 55% interest in a joint venture (“GTL”) that had a smelter in the Democratic Republic of Congo (the “DRC”). The joint venture was consolidated because we had a controlling interest in the joint venture. Noncontrolling interest was recorded for the remaining 45% interest. Our joint venture interests were transferred to the joint venture partners on March 29, 2013 as part of the divestiture of our Advanced Materials business. | |
On May 31, 2013 we completed the sale of our Ultra Pure Chemicals business. The results of our Ultra Pure Chemicals business are reported as discontinued operations in the accompanying unaudited condensed consolidated financial statements for all periods presented. See note 4 - Acquisitions and Divestitures. | |
These financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position of the Company at September 30, 2013 and the results of its income (loss), comprehensive income (loss) and cash flows for the nine months ended September 30, 2013 and 2012 have been included. The balance sheet at December 31, 2012 has been derived from the audited consolidated financial statements at that date but does not include all of the information or notes required by U.S. generally accepted accounting principles for complete financial statements. Past operating results are not necessarily indicative of the results which may occur in future periods, and the interim period results are not necessarily indicative of the results to be expected for the full year. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012. |
Recently_Issued_Accounting_Gui
Recently Issued Accounting Guidance | 9 Months Ended |
Sep. 30, 2013 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
Recently Issued Accounting Guidance | ' |
Recently Issued Accounting Guidance | |
Accounting Guidance adopted in 2013 | |
In July 2012, the FASB issued amendments to the intangible assets guidance which provides an option for companies to use a qualitative approach to test indefinite lived intangible assets for impairment if certain conditions are met. The amendments are effective for annual and interim indefinite lived intangible assets impairment tests performed for fiscal years beginning after September 15, 2012. We adopted this guidance on January 1, 2013 and we do not expect that such adoption will have any effect on our results of operations or financial position. | |
In February 2013, the FASB issued amendments to the comprehensive income guidance to improve the transparency of reporting reclassifications out of Accumulated Other Comprehensive Income (AOCI). The update requires companies to disclose items reclassified out of AOCI and into net income in a single location either in the notes to the consolidated financial statements or on the face of the Consolidated Statements of Operations. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. We adopted this guidance as of March 31, 2013 and elected to include the disclosure in the notes to the consolidated financial statements. Such adoption did not have any effect on our results of operations or financial position. |
Inventories
Inventories | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Inventory, Net [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
Inventories | |||||||||
Inventories consist of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Raw materials and supplies | $ | 75,546 | $ | 133,864 | |||||
Work-in-process | 130,436 | 187,691 | |||||||
Finished goods | 42,344 | 131,144 | |||||||
$ | 248,326 | $ | 452,699 | ||||||
On March 29, 2013, we completed the divestiture of our Advanced Materials business. Total Inventory in this segment as of December 31, 2012 was $193.7 million. |
Acquisitions
Acquisitions | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Acquisitions and Divestitures | ' | ||||||||||||||||
Acquisitions and Divestitures | |||||||||||||||||
(a) Acquisitions | |||||||||||||||||
VAC | |||||||||||||||||
On August 2, 2011, we acquired the equity interest in VAC Holding GmbH ("VAC") and the financial position, results of operations and cash flows of VAC are included in the Consolidated Financial Statements from that date. VAC is engaged in the development, manufacturing and distribution of high-performance industrial-use magnetic materials and related products and systems with exceptional magnetic and/or physical properties for a wide array of end markets, including automotive systems, energy conversion and distribution, electrical installation technology, industrial automation, aerospace and renewable energy. Our Magnetic Technologies segment consists of VAC. | |||||||||||||||||
The total purchase price of $812.2 million included cash consideration of $686.2 million, withheld consideration of $86.3 million, and the issuance of Company shares valued at $39.7 million. The withheld consideration relates to potential indemnification claims made by OM Group and accepted by the seller, if any, within two years of the closing date of the acquisition with certain exceptions related to tax matters. In August 2013 we remitted a payment of $23.0 million to the seller of VAC. We remain in discussions with the seller regarding the remainder of the withheld consideration. | |||||||||||||||||
(b) Divestitures | |||||||||||||||||
Advanced Materials | |||||||||||||||||
On March 29, 2013, we completed the divestiture of our cobalt-based business. The transaction comprised the sale of the downstream portion of the business (including its cobalt refinery assets in Kokkola, Finland), and the transfer of equity interests in the DRC-based joint venture known as GTL to the joint venture partners, subject to a security interest in favor of OM Group with respect to the joint venture's performance related to certain supply arrangements. | |||||||||||||||||
In connection with this transaction we received cash proceeds of $329 million. At closing net proceeds of $302 million were received and we received additional proceeds of $27 million as an adjustment to the purchase price based on a post-closing analysis of the closing balance sheet in July 2013. Including the adjustment to the purchase price, a loss of $112 million was recorded on the divestiture, which included a $10 million write-off of deferred financing fees related to the required debt pre-payment, a reserve for a note receivable from joint venture partner of $16 million and transaction expenses of $9 million. | |||||||||||||||||
The sale agreement for the downstream portion of the business also provides for potential future additional cash consideration of up to $110 million based on the business achieving certain revenue targets over a period of three years. Using our projected trends of cobalt prices and volumes, we do not believe it is probable that the business will meet the revenue targets, and no value has been assigned to the potential future cash consideration while calculating the loss on the divestiture. | |||||||||||||||||
Following the sale, to assist in the transition of the downstream business, we entered into two agreements with the buyer pursuant to which: (1) we act as intermediary in a supply agreement between GTL and the buyer, in back-to-back arrangements for a period of at least two years, subject to delivery of 7,000 MT of cobalt feed and extendable for up to an additional six months in order to deliver 7,000 MT of cobalt feed; and, (2) we continue to serve as the U.S. distributor for refined cobalt products in primarily back-to-back arrangements for a period of up to one year after the closing. During the third quarter 2013, the parties agreed to terminate the distribution agreement effective December 31, 2013. These agreements are expected to result in minimal statement of operations or cash flow impact for us and will be reported in the Advanced Materials segment until both agreements expire or are terminated. | |||||||||||||||||
Ultra Pure Chemicals | |||||||||||||||||
On May 31, 2013, we completed the sale of our Ultra Pure Chemicals (UPC) business. In connection with this transaction we received cash proceeds of $63 million, which included an estimated $3 million working capital adjustment. A loss, net of tax, of $9.9 million was recorded on the divestiture, which included a gain of $1.5 million on the sale of net assets offset by the realization of a loss in accumulated other comprehensive income of $8.8 million, a $1.5 million write-off of deferred financing fees related to the required debt pre-payment and transaction expenses of $1.1 million. | |||||||||||||||||
The results of our UPC business are reported in discontinued operations in the accompanying unaudited condensed consolidated financial statements for all periods prior to the UPC sale. As required, annual interest expense of $2.5 million related to the debt repaid with the proceeds from the sale of the business was allocated to discontinued operations for all periods prior to the UPC sale. | |||||||||||||||||
A summary of our discontinued operations activity is as follows: | |||||||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands) | |||||||||||||||||
Net Sales | $ | — | $ | 23,367 | $ | 38,520 | $ | 70,194 | |||||||||
(Loss) Income from operations of divested business (net of tax) | $ | (95 | ) | $ | 1 | $ | (2,153 | ) | $ | 297 | |||||||
Loss on disposal of business (net of tax) | (161 | ) | — | (9,972 | ) | — | |||||||||||
(Loss) Income from discontinued operations (net of tax) | $ | (256 | ) | $ | 1 | $ | (12,125 | ) | $ | 297 | |||||||
(Loss) Income per share from discontinued operations (net of tax) | |||||||||||||||||
Basic | $ | (0.01 | ) | $ | — | $ | (0.38 | ) | $ | 0.01 | |||||||
Diluted | $ | (0.01 | ) | $ | — | $ | (0.38 | ) | $ | 0.01 | |||||||
Details related to the net assets (excluding cash) and liabilities of our discontinued operations at December 31, 2012 are as follows: | |||||||||||||||||
31-Dec-12 | |||||||||||||||||
(in thousands) | |||||||||||||||||
Accounts receivable | $ | 20,341 | |||||||||||||||
Inventories | 10,393 | ||||||||||||||||
Other current assets | 2,392 | ||||||||||||||||
Property, plant and equipment, net | 22,408 | ||||||||||||||||
Other long term assets | 15,838 | ||||||||||||||||
Goodwill | 14,957 | ||||||||||||||||
Total assets of discontinued operations (excluding cash) | $ | 86,329 | |||||||||||||||
Accounts payable | $ | 15,627 | |||||||||||||||
Other current liabilities | 5,099 | ||||||||||||||||
Long-term liabilities | 4,733 | ||||||||||||||||
Total liabilities of discontinued operations | $ | 25,459 | |||||||||||||||
Debt
Debt | 9 Months Ended |
Sep. 30, 2013 | |
Debt Instruments [Abstract] | ' |
Debt | ' |
Debt | |
On September 4, 2013 we entered into a new five-year Senior Secured Revolving Credit New Facility (“the New Facility”), and terminated our previous credit facility dated August 2, 2011 that was scheduled to expire in August 2016. The New Facility provides for $350 million of revolving borrowing capacity and includes an expansion option of up to an additional $150 million, subject to certain conditions. The borrowers under the agreement are the Company, Harko C.V. (“Harko”), a limited partnership organized under the laws of the Netherlands, and VAC Germany GmbH (“VAC”), a limited liability company under the laws of Germany. Harko and VAC are wholly-owned subsidiaries of the Company. The New Facility matures on September 4, 2018. | |
In the first six months of 2013 we repaid the Term A and Term B loans under the previous credit facility with the proceeds from the divestitures of the Advanced Materials and UPC businesses, as required, and cash on hand. Related to these pre-payments, we included $10.3 million and $1.5 million of deferred financing fees in the losses on divestitures of the Advanced Materials and UPC businesses, respectively. | |
The obligations of the Company under the New Facility are guaranteed by certain of the Company’s material U.S. subsidiaries. The obligations of Harko and VAC under the New Facility are guaranteed by the Company and certain of the Company’s material subsidiaries, subject to certain exceptions including financial assistance limitations in certain foreign jurisdictions. In addition, the obligations of the Company under the New Facility are secured by a first priority security interest in substantially all of the existing and future personal property of the Company and certain of the Company’s material U.S. subsidiaries, including 65% of the voting capital stock of certain of the Company’s direct foreign subsidiaries. The obligations of Harko and VAC under the New Facility are secured by a first priority security interest in certain of the existing and future personal property of Harko, VAC and certain of the Company’s subsidiaries and a 100% pledge of the voting capital stock of certain of the Company’s subsidiaries, subject to certain exceptions, including financial assistance limitations in certain foreign jurisdictions. | |
The interest rates applicable to loans under the New Facility will be at the Company’s option and equal to either a base rate or a LIBOR rate, in each case plus an applicable margin percentage. The base rate will be the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate or (iii) the LIBOR rate with a maturity of one month plus 1.00%. The applicable margin percentage is based on the leverage ratio of the Company. The range of the applicable margin percentage is 1.125% to 2.000% in the case of LIBOR advances and 0.125% to 1.000% in the case of base rate advances. | |
The New Facility contains customary representations and warranties and certain covenants that limit the ability of the Company and its restricted subsidiaries to, among other things: (i) incur or guarantee additional indebtedness; (ii) redeem, repurchase or pay distributions on capital stock or redeem or repurchase subordinated debt; (iii) make investments; (iv) sell assets; (v) enter into agreements that restrict distributions or other payments from restricted subsidiaries to the Company; (vi) incur or suffer to exist liens securing indebtedness; (vii) consolidate, merge or transfer all or substantially all of their assets; and (viii) engage in transactions with affiliates. In addition, the New Facility contains financial covenants that limit capital expenditures in any fiscal year and that measure (i) the ratio of the Company’s total funded indebtedness net of certain cash to the amount of the Company’s consolidated EBITDA and (ii) the ratio of the amount of the Company’s consolidated EBITDA to the Company’s cash interest expense, as defined in the agreement. | |
We incurred fees and expenses of $1.9 million related to the New Facility. These fees and expenses were deferred and will be amortized to interest expense over the term of the New Facility. Previously deferred fees of $0.5 million were written off to interest expense when the New Facility was signed due to a reduction in the number of banks in the bank syndication. The remaining $2.9 million of the previously deferred fees will be amortized over the term of the New Facility. | |
As of September 30, 2013, we have no obligations outstanding under the New Facility, and we are in compliance with all of the covenants. |
Derivative_Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2013 | |
Derivative Instruments and Hedges, Assets [Abstract] | ' |
Derivative Instruments | ' |
Derivative Instruments | |
Foreign Currency Exchange Rate Risk | |
Our primary Finnish operating subsidiary was included in the divestiture of our cobalt-based business on March 29, 2013. The functional currency for this subsidiary was the U.S. dollar since a majority of its purchases and sales were denominated in U.S. dollars. While a majority of the subsidiary’s raw material purchases were in U.S. dollars, it had some Euro-denominated operating expenses. From time to time, we would enter into foreign currency forward contracts to mitigate a portion of the earnings volatility in those Euro-denominated cash flows due to changes in the Euro/U.S. dollar exchange rate. As of September 30, 2013, we had no Euro forward contracts outstanding. We had Euro forward contracts with notional values that totaled 22.5 million Euros at September 30, 2012. As of September 30, 2012, AOCI included a cumulative loss related to such contracts of $1.1 million, all of which were reclassified to earnings in the fourth quarter 2012. We designated these derivatives as cash flow hedges of the subsidiary's forecasted Euro-denominated expenses. At September 30, 2012, we had a liability of $1.4 million recorded on the Unaudited Condensed Consolidated Balance Sheet in Other current liabilities related to these Euro forward contracts, all of which were reclassified to earnings in the fourth quarter 2012. | |
Interest Rate Risk | |
We utilize interest rate swap agreements to partially reduce risks related to variable rate financing agreements that are subject to changes in the market rate of interest. | |
We had interest rate swaps with notional values that totaled $198.0 million at September 30, 2012. Following the full repayment of the Term B facility at the end of March 2013, we elected in April 2013 to terminate all the remaining interest swaps contracts. The AOCI at the time of the termination represented an immaterial cumulative loss related to these contracts, which was reclassified to earnings in the second quarter 2013. At September 30, 2012, AOCI included a minimal cumulative loss related to these contracts, all of which was reclassified to earnings in the fourth quarter 2012. There was no hedge ineffectiveness in the nine months ended September 30, 2013 or 2012, for these hedges. | |
Commodity Price Risk | |
In May 2013, we entered into nickel forward derivative contracts to establish a fixed margin and mitigate the risk of price volatility related to certain sales expected in 2013 and 2014 of nickel-containing finished products that were priced on a formula that included a fixed nickel price component. These forward derivative contracts have been designated as cash flow hedges for accounting purposes. We had forward contracts with fair values that totaled $0.2 million at September 30, 2013. There was no hedge ineffectiveness in the nine months ended September 30, 2013 for these hedges. |
Fair_Value_Disclosures
Fair Value Disclosures | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract] | ' | ||||||||||||||||
Fair Value Disclosures | ' | ||||||||||||||||
Fair Value Disclosures | |||||||||||||||||
The following table shows our assets and liabilities accounted for at fair value on a recurring basis: | |||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
Quoted Prices in | Significant Other | Significant | |||||||||||||||
Active Markets for | Observable Inputs | Unobservable Inputs | |||||||||||||||
Identical Assets | |||||||||||||||||
Description | 30-Sep-13 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Liabilities: | |||||||||||||||||
Nickel forward derivatives | $ | 248 | $ | — | $ | 248 | $ | — | |||||||||
Contingent consideration payable | 13,907 | — | — | 13,907 | |||||||||||||
Total | $ | 14,155 | $ | — | $ | 248 | $ | 13,907 | |||||||||
The fair value of the derivative instruments have been determined based on the market equivalents at the balance sheet date, taking into account current commodity forward rates, therefore, they are classified within Level 2 of the valuation hierarchy. Our valuation techniques and Level 3 inputs used to estimate the fair value of the contingent consideration payable in connection with our acquisition of Rahu Catalytics Limited ("Rahu") are described below. There were no transfers into or out of Levels 1, 2 or 3 in 2013. | |||||||||||||||||
The following table summarizes changes in Level 3 liabilities measured at fair value on a recurring basis: | |||||||||||||||||
Contingent Consideration | |||||||||||||||||
Fair Value at | 31-Dec-12 | $ | 12,411 | ||||||||||||||
Accretion expense | 1,202 | ||||||||||||||||
Foreign exchange | 294 | ||||||||||||||||
Fair Value at | 30-Sep-13 | $ | 13,907 | ||||||||||||||
We acquired Rahu on December 22, 2011. The purchase price included contingent consideration of up to an additional €20.0 million ($27.0 million at September 30, 2013) based on achieving certain volume targets over a fifteen year period ending on December 31, 2026. We estimated the fair value of the contingent consideration using probability-weighted expected future cash flows and applied a discount rate that appropriately captures a market participant's view of the risk associated with the contingent consideration. Contingent consideration is included in Other non-current liabilities in the Unaudited Condensed Consolidated Balance Sheet. The valuation of the contingent consideration is classified utilizing Level 3 inputs consistent with assumptions which would be made by other market participants. There are many factors that could impact the likelihood that we will pay the contingent consideration and therefore its value, including overall economic conditions and our ability to drive sales volumes as planned. A change in a market participant view of risks could also impact the value of the contingent consideration. | |||||||||||||||||
We also hold financial instruments consisting of cash, accounts receivable, and accounts payable. The carrying amounts of cash, accounts receivable, and accounts payable approximate fair value due to the short-term maturities of these instruments. Long-term debt outstanding at any time during 2013 had a fair value based on quoted market prices in previous periods, which are Level 1 inputs. There was no long-term debt outstanding as of September 30, 2013. Derivative instruments are recorded at fair value as indicated above. |
Income_Taxes
Income Taxes | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Income Taxes | |||||||||||||||||
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various U.S. state and foreign jurisdictions. Our major tax jurisdictions are the U.S. and Germany. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2006. The Internal Revenue Service has completed its examination of our 2010 U.S. federal income tax return and Finnish tax authorities are currently examining tax returns for the years 2007-2011. VAC's German tax returns have been audited through 2005. We are indemnified, subject to certain limitations, for any pre-acquisition income tax liabilities of VAC. German tax authorities are currently examining VAC's income tax returns for the years 2006-2011. | |||||||||||||||||
As required under ASC 740, our interim income tax provision is based on the application of an estimated annual effective income tax rate applied to year-to-date ordinary income from continuing operations before income tax expense. In determining the estimated annual effective income tax rate, we analyze various factors, including forecasts of projected annual earnings (including specific subsidiaries projected to have pretax income and pretax losses), taxing jurisdictions in which the earnings will be generated, our ability to use tax credits and net operating loss carryforwards, and available tax planning alternatives. We evaluate the estimated annual effective income tax rate on a quarterly basis based on current and forecasted earnings by tax jurisdiction, including changes in the Company's structure. The estimated annual effective income tax rate may be significantly impacted by changes to the mix of forecasted earnings by tax jurisdiction. The tax effects of adjustments to the estimated annual effective income tax rate are recorded in the period such estimates are revised. The tax effects of discrete items, including the effect of changes in tax laws, tax rates, certain circumstances with respect to valuation allowances or other unusual or non-recurring items, are reflected in the period in which they occur as an addition to, or reduction from, the income tax provision, rather than included in the estimated annual effective income tax rate. | |||||||||||||||||
Income (loss) from continuing operations before income tax expense consists of the following: | |||||||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
United States | $ | (6,040 | ) | $ | (6,809 | ) | $ | (9,725 | ) | $ | (8,827 | ) | |||||
Outside the United States | 20,397 | 13,708 | (74,382 | ) | 4,374 | ||||||||||||
Income (loss) from continuing operations before income tax expense | $ | 14,357 | $ | 6,899 | $ | (84,107 | ) | $ | (4,453 | ) | |||||||
Effective Income Tax Rate | 13.4 | % | 26.2 | % | (7.6 | )% | (33.4 | )% | |||||||||
The effective income tax rates for the three months ended September 30, 2013 and September 30, 2012 are lower than the U.S. statutory tax rate primarily due to income earned in tax jurisdictions with lower statutory rates than the U.S. (primarily Germany, Finland, Malaysia and Taiwan) and a tax-efficient financing structure, partially offset by losses in certain jurisdictions (including the U.S.) with no corresponding tax benefit. | |||||||||||||||||
Our effective income tax rate for the nine months ended September 30, 2013 was negatively impacted by special charges related to the divestiture of the Advanced Materials business. There were no tax benefits on the losses on the divestitures of the Advanced Materials and UPC businesses due to the Company's legal entity and tax structure. | |||||||||||||||||
Our effective income tax rate for the nine months ended September 30, 2012 was impacted by the charges related to the VAC inventory purchase accounting step-up and LCM charges. | |||||||||||||||||
As of September 30, 2013, we have provided a valuation allowance against certain jurisdictions’ deferred tax assets. Realization of such deferred tax assets is dependent on generating sufficient taxable income within the carryback or carryforward period under the relevant tax laws. It is considered reasonably possible that a portion of the valuation allowance against such deferred tax assets could be released in the near term if the estimated increase of future taxable income during the carry-forward period can more likely than not be realized. |
Defined_Benefit_Plans
Defined Benefit Plans | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Pension and Other Postretirement Benefit Expense [Abstract] | ' | ||||||||||||||||
Defined Benefit Plans | ' | ||||||||||||||||
Defined Benefit Plans | |||||||||||||||||
At September 30, 2013 and December 31, 2012, we had pension liabilities of $242.8 million and $242.5 million, respectively, the majority of which were assumed in the 2011 VAC acquisition and the 2010 EaglePicher Technologies acquisition. | |||||||||||||||||
Set forth below is a detail of the net periodic pension expense for the U.S. defined benefit plans: | |||||||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Service cost | $ | 296 | $ | 271 | $ | 887 | $ | 815 | |||||||||
Interest cost | 2,114 | 2,549 | 6,343 | 7,605 | |||||||||||||
Amortization of unrecognized net loss | 211 | 209 | 634 | 628 | |||||||||||||
Settlement expense | — | 2,469 | — | 2,469 | |||||||||||||
Expected return on plan assets | (2,361 | ) | (2,617 | ) | (7,606 | ) | (7,853 | ) | |||||||||
Total expense | $ | 260 | $ | 2,881 | $ | 258 | $ | 3,664 | |||||||||
Set forth below is a detail of the net periodic pension expense for the VAC defined benefit plans: | |||||||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Service cost | $ | 1,189 | $ | 917 | $ | 3,546 | $ | 2,816 | |||||||||
Interest cost | 1,482 | 1,811 | 4,420 | 5,561 | |||||||||||||
Amortization of unrecognized net loss | 267 | — | 795 | — | |||||||||||||
Total expense | $ | 2,938 | $ | 2,728 | 8,761 | 8,377 | |||||||||||
Common_Stock_Repurchases
Common Stock Repurchases | 9 Months Ended |
Sep. 30, 2013 | |
Share Repurchase Program [Abstract] | ' |
Share Repurchase Program | ' |
Share Repurchase Program | |
On January 21, 2013, we announced that our Board of Directors had authorized the repurchase of up to $50 million of the Company's outstanding common shares through open market repurchases, negotiated block transactions or open market solicitation for shares. As of September 30, 2013, we had repurchased 0.6 million of our common shares for total consideration of $14.1 million. These shares are accounted for as treasury shares and the purchases were funded from our available cash balances. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ' | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||
(a) Changes in Accumulated Comprehensive Income (Loss) by Component | |||||||||||||||||
Foreign | Unrealized | Pension and | Accumulated | ||||||||||||||
Currency | Gains and | Post-Retirement | Other | ||||||||||||||
Translation Loss | Losses on Cash | Obligation | Comprehensive | ||||||||||||||
Flow Hedging | Income (Loss) | ||||||||||||||||
Derivatives | |||||||||||||||||
Beginning Balance at January 1, 2013 | $ | (21,299 | ) | $ | (84 | ) | $ | (66,622 | ) | $ | (88,005 | ) | |||||
Other comprehensive income (loss) before reclassifications | 241 | (216 | ) | (1,429 | ) | (1,404 | ) | ||||||||||
Amounts reclassified from accumulated other comprehensive (income) loss | 13,513 | 128 | 1,818 | 15,459 | |||||||||||||
Net current-period other comprehensive income (loss) | 13,754 | (88 | ) | 389 | 14,055 | ||||||||||||
Ending balance at September 30, 2013 | $ | (7,545 | ) | $ | (172 | ) | $ | (66,233 | ) | $ | (73,950 | ) | |||||
(b) Reclassifications out of Accumulated Other Comprehensive Income (loss) | |||||||||||||||||
Details about Accumulated Other Comprehensive Income (loss) Components | Amount Reclassified from Accumulated Other Comprehensive Income (loss) | Affected Line Item in the Statement Where Net Income is Presented | |||||||||||||||
Foreign currency translation | $ | (135 | ) | Foreign exchange gain/(loss) | |||||||||||||
(4,540 | ) | Loss on divestiture of Advanced Materials business | |||||||||||||||
(8,838 | ) | Loss from discontinued operations, net of tax | |||||||||||||||
$ | (13,513 | ) | Total before tax | ||||||||||||||
— | Tax (expense) or benefit | ||||||||||||||||
$ | (13,513 | ) | Net of Tax | ||||||||||||||
Unrealized gains and losses on cash flow hedging derivatives | (128 | ) | Interest expense | ||||||||||||||
Pension and Post-Retirement Obligation | (389 | ) | Income (loss) from discontinued operations, net of tax | ||||||||||||||
Pension and Post-Retirement Obligation | (1,429 | ) | Selling, general and administrative expense | ||||||||||||||
(1,818 | ) | ||||||||||||||||
Earnings_Loss_Per_Share
Earnings (Loss) Per Share | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings (Loss) Per Share | ' | ||||||||||||||||
Earnings (Loss) Per Share | |||||||||||||||||
The following table sets forth the computation of basic and dilutive income (loss) per common share from continuing operations attributable to OM Group, Inc. common stockholders: | |||||||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||
Amounts attributable to OM Group, Inc. common stockholders: | 2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
Income (loss) from continuing operations, net of tax | $ | 12,432 | $ | 5,507 | $ | (88,738 | ) | $ | (5,179 | ) | |||||||
Earnings (loss) per common share - basic: | |||||||||||||||||
Income (loss) from continuing operations | $ | 0.4 | $ | 0.17 | $ | (2.81 | ) | $ | (0.16 | ) | |||||||
Earnings (loss) per common share - assuming dilution: | |||||||||||||||||
Income (loss) from continuing operations | $ | 0.39 | $ | 0.17 | $ | (2.81 | ) | $ | (0.16 | ) | |||||||
Weighted average shares outstanding — basic | 31,442 | 31,889 | 31,592 | 31,882 | |||||||||||||
Dilutive effect of stock options and restricted stock | 222 | 115 | — | — | |||||||||||||
Weighted average shares outstanding — assuming dilution | 31,664 | 32,004 | 31,592 | 31,882 | |||||||||||||
The following table sets forth the computation of basic and diluted net income (loss) per common share attributable to OM Group, Inc. common stockholders: | |||||||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||
Amounts attributable to OM Group, Inc. common stockholders: | 2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
Net income (loss) | $ | 12,176 | $ | 5,508 | $ | (100,863 | ) | $ | (4,882 | ) | |||||||
Earnings (loss) per common share - basic: | |||||||||||||||||
Net income (loss) | $ | 0.39 | $ | 0.17 | $ | (3.19 | ) | $ | (0.15 | ) | |||||||
Earnings per common share - assuming dilution: | |||||||||||||||||
Net income (loss) | $ | 0.38 | $ | 0.17 | $ | (3.19 | ) | $ | (0.15 | ) | |||||||
Weighted average shares outstanding — basic | 31,442 | 31,889 | 31,592 | 31,882 | |||||||||||||
Dilutive effect of stock options and restricted stock | 222 | 115 | — | — | |||||||||||||
Weighted average shares outstanding — assuming dilution | 31,664 | 32,004 | 31,592 | 31,882 | |||||||||||||
We use the treasury stock method to calculate the effect of outstanding share-based compensation awards, which requires us to compute total employee proceeds as the sum of (a) the amount the employee must pay upon exercise of the award, (b) the amount of unearned share-based compensation costs attributed to future services and (c) the amount of tax benefits, if any, that would be credited to additional paid-in capital assuming exercise of the award. Shares, under share-based compensation awards, for which the total employee proceeds exceed the average market price over the applicable period have an anti-dilutive effect on earnings per share, and accordingly, are excluded from the calculation of diluted earnings per share. | |||||||||||||||||
In the three months ended September 30, 2013 and 2012, stock options to purchase 0.1 million and 0.8 million shares, respectively, of common stock were excluded from the calculation of dilutive earnings per share because the options’ exercise prices were greater than the average market price of the common shares and, therefore, the effect would have been anti-dilutive. |
ShareBased_Compensation
Share-Based Compensation | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Share-based Compensation [Abstract] | ' | |||||||||||||||
Share-Based Compensation | ' | |||||||||||||||
Share-Based Compensation | ||||||||||||||||
Set forth below is a summary of share-based compensation expense for option grants, restricted stock awards and restricted stock unit awards included as a component of Selling, general and administrative expenses in the Unaudited Condensed Statements of Consolidated Income (in thousands): | ||||||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Stock options and restricted stock awards | $ | 1,504 | $ | 1,198 | $ | 4,242 | $ | 4,756 | ||||||||
Restricted stock unit awards | 110 | 24 | 292 | 135 | ||||||||||||
Share-based compensation expense - employees | $ | 1,614 | $ | 1,222 | $ | 4,534 | $ | 4,891 | ||||||||
Share-based compensation expense - non-employee directors | $ | 113 | $ | 131 | $ | 350 | $ | 394 | ||||||||
No tax benefit for share-based compensation was realized during 2013 or 2012 as a result of a valuation allowance against the deferred tax assets. | ||||||||||||||||
At September 30, 2013, there was $9.8 million of unrecognized compensation expense related to unvested share-based awards. That cost is expected to be recognized as follows: $1.6 million in the last three months of 2013, $4.8 million in 2014, $3.2 million in 2015 and $0.2 million in 2016 as a component of Selling, general and administrative expenses. Unearned compensation expense is recognized over the vesting period for the particular grant. Total unrecognized compensation cost will be adjusted for future changes in actual and estimated forfeitures, updated vesting assumptions for the performance awards, and fluctuations in the fair value of restricted stock unit awards. | ||||||||||||||||
Non-employee directors of the Company are paid a portion of their annual retainer in unrestricted shares of common stock. For purposes of determining the number of shares of common stock to be issued, the 2007 Plan provides that shares are to be valued at the average of the high and low sale price of the Company’s common stock on the NYSE on the last trading date of the quarter. Pursuant to this plan, the Company issued 3,660 shares and 14,709 shares in the three and nine months ended September 30, 2013 and 7,007 shares and 16,710 shares in the three and nine months ended September 30, 2012, respectively, to non-employee directors. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
During 2009 and 2010, GTL was served in Jersey, Channel Islands, with injunctions that prohibited GTL from making payments of up to $108.3 million to Gécamines, a minority partner in GTL, including amounts payable for raw material purchases, and restrained Gécamines from removing any of its assets from the island of Jersey up to the amount of 14.5 million British Pounds. In both matters, payments which we would typically have made to Gécamines were instead placed on deposit with the Royal Court of Jersey ("Court"). As of December 31, 2012, $22.8 million remained on deposit with the Court and was recorded as Restricted cash on deposit and Liability related to joint venture partner injunction in the Consolidated Balance Sheets. In January 2013, the case related to the second injunction was dropped, and remaining funds on deposit with the Court were released by GTL to Gécamines in March 2013. Our interest in GTL was transferred to the joint venture partners on March 29, 2013. | |
We have potential contingent liabilities with respect to environmental matters related to our former operations in Brazil and Germany which were sold in 2003. Environmental cost-sharing arrangements are in place between the original owner and operator of these operations and between the Company and the subsequent purchaser of these operations. We have reviewed the limited information made available to us on the environmental conditions and are awaiting more detailed information from the purchaser. We cannot currently evaluate whether or not, or to what extent, we will be responsible for any remediation costs until more detailed information is received. | |
From time to time, we are subject to various legal and regulatory proceedings, claims and assessments that arise in the normal course of business. The ultimate resolution of such proceedings, claims and assessments is inherently unpredictable and, as a result, our estimates of liability, if any, are subject to change and actual results may materially differ from such estimates. Our estimate of any costs to be incurred as a result of these proceedings, claims and assessments are accrued when the liability is considered probable and the amount can be reasonably estimated. We believe the amount of any potential liability with respect to legal and regulatory proceedings, claims and assessments will not have a material adverse effect upon our financial condition, results of operations, or cash flows. |
Reportable_Segments
Reportable Segments | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | ' | ||||||||||||||||
Reportable Segments | ' | ||||||||||||||||
Reportable Segments | |||||||||||||||||
We operate and report our results in four operating segments: Magnetic Technologies, Battery Technologies, Specialty Chemicals, and Advanced Materials. Intersegment transactions are generally recognized based on current market prices and are eliminated in consolidation. Corporate is comprised of general and administrative expenses not allocated to the operating segments. The following table reflects the results of our reportable segments: | |||||||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net Sales | |||||||||||||||||
Magnetic Technologies | $ | 128,089 | $ | 144,411 | $ | 394,102 | $ | 502,925 | |||||||||
Battery Technologies | 33,926 | 39,157 | 115,165 | 111,394 | |||||||||||||
Specialty Chemicals (d) | 81,615 | 80,270 | 242,364 | 248,569 | |||||||||||||
Advanced Materials | 22,302 | 107,655 | 135,615 | 364,891 | |||||||||||||
Intersegment items | — | (127 | ) | (188 | ) | (595 | ) | ||||||||||
$ | 265,932 | $ | 371,366 | $ | 887,058 | $ | 1,227,184 | ||||||||||
Operating profit | |||||||||||||||||
Magnetic Technologies (a) (b) | $ | 10,034 | $ | 15,969 | $ | 17,545 | $ | (274 | ) | ||||||||
Battery Technologies (a) | 2,850 | 5,927 | 19,323 | 17,644 | |||||||||||||
Specialty Chemicals (a) (c) (d) | 10,242 | 8,088 | 25,454 | 30,373 | |||||||||||||
Advanced Materials | (498 | ) | 3,659 | 868 | 15,693 | ||||||||||||
Corporate (a) (e) | (10,588 | ) | (13,153 | ) | (27,867 | ) | (32,606 | ) | |||||||||
12,040 | 20,490 | 35,323 | 30,830 | ||||||||||||||
Interest expense | (1,732 | ) | (12,571 | ) | (11,195 | ) | (35,303 | ) | |||||||||
Foreign exchange gain (loss) | 4,583 | (2,661 | ) | 4,747 | (1,763 | ) | |||||||||||
Loss on divestiture of Advanced Materials business | (61 | ) | — | (112,122 | ) | — | |||||||||||
Other expense, net | (473 | ) | 1,641 | (860 | ) | 1,783 | |||||||||||
2,317 | (13,591 | ) | (119,430 | ) | (35,283 | ) | |||||||||||
Income (loss) from continuing operations before income taxes | $ | 14,357 | $ | 6,899 | $ | (84,107 | ) | $ | (4,453 | ) | |||||||
Expenditures for property, plant & equipment | |||||||||||||||||
Magnetic Technologies | $ | 4,220 | $ | 5,617 | $ | 12,228 | $ | 15,612 | |||||||||
Battery Technologies | 1,313 | 1,040 | 3,214 | 3,262 | |||||||||||||
Specialty Chemicals (d) | 1,558 | 888 | 6,570 | 2,699 | |||||||||||||
Advanced Materials | — | 8,970 | 6,340 | 22,671 | |||||||||||||
Corporate | 83 | — | 83 | — | |||||||||||||
$ | 7,174 | $ | 16,515 | $ | 28,435 | $ | 44,244 | ||||||||||
Depreciation and amortization | |||||||||||||||||
Magnetic Technologies | $ | 11,106 | $ | 9,833 | $ | 32,575 | $ | 30,055 | |||||||||
Battery Technologies | 2,522 | 2,526 | 7,556 | 7,537 | |||||||||||||
Specialty Chemicals (d) | 3,681 | 3,947 | 11,097 | 11,799 | |||||||||||||
Advanced Materials | — | 4,229 | 3,871 | 12,723 | |||||||||||||
Corporate | 220 | 226 | 493 | 489 | |||||||||||||
$ | 17,529 | $ | 20,761 | $ | 55,592 | $ | 62,603 | ||||||||||
(a) | The three and nine months ended September 30, 2013 include costs related to cost reduction initiatives of $0.7 million and $4.9 million in Magnetic Technologies, $0.1 million and $0.8 million in Battery Technologies, and $1.0 million and $1.0 million in Corporate, respectively. The nine months ended September 30, 2013 include costs related to cost reduction initiatives of $1.1 million in Specialty Chemicals. | ||||||||||||||||
(b) | The three and nine months ended September 30, 2012 includes inventory step-up and LCM charges of $0.2 million and $47.5 million, respectively, resulting from purchase accounting for the VAC acquisition. | ||||||||||||||||
(c) | The nine months ended September 30, 2012 includes a $2.9 million property sale gain. | ||||||||||||||||
(d) | All results related to the UPC business are excluded from the Special Chemicals segment for all periods presented. | ||||||||||||||||
(e) | The three and nine months ended September 30, 2012 include a $2.5 million charge associated with the lump-sum cash settlement to certain participants in one of our U.S. defined benefit pension plans. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Principles of Consolidation | ' |
The consolidated financial statements include the accounts of OM Group and its consolidated subsidiaries. We were formed in 1991 as a Delaware Corporation. Intercompany accounts and transactions have been eliminated in consolidation. |
Recently_Issued_Accounting_Gui1
Recently Issued Accounting Guidance Recently Issued Accounting Guidance (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
New Accounting Pronouncements | ' |
In July 2012, the FASB issued amendments to the intangible assets guidance which provides an option for companies to use a qualitative approach to test indefinite lived intangible assets for impairment if certain conditions are met. The amendments are effective for annual and interim indefinite lived intangible assets impairment tests performed for fiscal years beginning after September 15, 2012. We adopted this guidance on January 1, 2013 and we do not expect that such adoption will have any effect on our results of operations or financial position. | |
In February 2013, the FASB issued amendments to the comprehensive income guidance to improve the transparency of reporting reclassifications out of Accumulated Other Comprehensive Income (AOCI). The update requires companies to disclose items reclassified out of AOCI and into net income in a single location either in the notes to the consolidated financial statements or on the face of the Consolidated Statements of Operations. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. We adopted this guidance as of March 31, 2013 and elected to include the disclosure in the notes to the consolidated financial statements. Such adoption did not have any effect on our results of operations or financial position. |
Inventories_Tables
Inventories (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Inventory, Net [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
Inventories consist of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Raw materials and supplies | $ | 75,546 | $ | 133,864 | |||||
Work-in-process | 130,436 | 187,691 | |||||||
Finished goods | 42,344 | 131,144 | |||||||
$ | 248,326 | $ | 452,699 | ||||||
Acquisitions_and_Divestitures_
Acquisitions and Divestitures (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | ' | ||||||||||||||||
A summary of our discontinued operations activity is as follows: | |||||||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands) | |||||||||||||||||
Net Sales | $ | — | $ | 23,367 | $ | 38,520 | $ | 70,194 | |||||||||
(Loss) Income from operations of divested business (net of tax) | $ | (95 | ) | $ | 1 | $ | (2,153 | ) | $ | 297 | |||||||
Loss on disposal of business (net of tax) | (161 | ) | — | (9,972 | ) | — | |||||||||||
(Loss) Income from discontinued operations (net of tax) | $ | (256 | ) | $ | 1 | $ | (12,125 | ) | $ | 297 | |||||||
(Loss) Income per share from discontinued operations (net of tax) | |||||||||||||||||
Basic | $ | (0.01 | ) | $ | — | $ | (0.38 | ) | $ | 0.01 | |||||||
Diluted | $ | (0.01 | ) | $ | — | $ | (0.38 | ) | $ | 0.01 | |||||||
Details related to the net assets (excluding cash) and liabilities of our discontinued operations at December 31, 2012 are as follows: | |||||||||||||||||
31-Dec-12 | |||||||||||||||||
(in thousands) | |||||||||||||||||
Accounts receivable | $ | 20,341 | |||||||||||||||
Inventories | 10,393 | ||||||||||||||||
Other current assets | 2,392 | ||||||||||||||||
Property, plant and equipment, net | 22,408 | ||||||||||||||||
Other long term assets | 15,838 | ||||||||||||||||
Goodwill | 14,957 | ||||||||||||||||
Total assets of discontinued operations (excluding cash) | $ | 86,329 | |||||||||||||||
Accounts payable | $ | 15,627 | |||||||||||||||
Other current liabilities | 5,099 | ||||||||||||||||
Long-term liabilities | 4,733 | ||||||||||||||||
Total liabilities of discontinued operations | $ | 25,459 | |||||||||||||||
Fair_Value_Disclosures_Tables
Fair Value Disclosures (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract] | ' | ||||||||||||||||
Assets And Liabilities Accounted For At Fair Value On A Recurring Basis | ' | ||||||||||||||||
The following table shows our assets and liabilities accounted for at fair value on a recurring basis: | |||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
Quoted Prices in | Significant Other | Significant | |||||||||||||||
Active Markets for | Observable Inputs | Unobservable Inputs | |||||||||||||||
Identical Assets | |||||||||||||||||
Description | 30-Sep-13 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Liabilities: | |||||||||||||||||
Nickel forward derivatives | $ | 248 | $ | — | $ | 248 | $ | — | |||||||||
Contingent consideration payable | 13,907 | — | — | 13,907 | |||||||||||||
Total | $ | 14,155 | $ | — | $ | 248 | $ | 13,907 | |||||||||
Changes in Level 3 liabilities measured at fair value on a recurring basis | ' | ||||||||||||||||
The following table summarizes changes in Level 3 liabilities measured at fair value on a recurring basis: | |||||||||||||||||
Contingent Consideration | |||||||||||||||||
Fair Value at | 31-Dec-12 | $ | 12,411 | ||||||||||||||
Accretion expense | 1,202 | ||||||||||||||||
Foreign exchange | 294 | ||||||||||||||||
Fair Value at | 30-Sep-13 | $ | 13,907 | ||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Income (Loss) From Continuing Operations Before Income Tax Expense | ' | ||||||||||||||||
Income (loss) from continuing operations before income tax expense consists of the following: | |||||||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
United States | $ | (6,040 | ) | $ | (6,809 | ) | $ | (9,725 | ) | $ | (8,827 | ) | |||||
Outside the United States | 20,397 | 13,708 | (74,382 | ) | 4,374 | ||||||||||||
Income (loss) from continuing operations before income tax expense | $ | 14,357 | $ | 6,899 | $ | (84,107 | ) | $ | (4,453 | ) | |||||||
Effective Income Tax Rate | 13.4 | % | 26.2 | % | (7.6 | )% | (33.4 | )% | |||||||||
Defined_Benefit_Plans_Tables
Defined Benefit Plans (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
U.S. Pension Plans [Member] | ' | ||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ' | ||||||||||||||||
Schedule of net benefit costs and amounts recognized in other comprehensive income (loss) | ' | ||||||||||||||||
Set forth below is a detail of the net periodic pension expense for the U.S. defined benefit plans: | |||||||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Service cost | $ | 296 | $ | 271 | $ | 887 | $ | 815 | |||||||||
Interest cost | 2,114 | 2,549 | 6,343 | 7,605 | |||||||||||||
Amortization of unrecognized net loss | 211 | 209 | 634 | 628 | |||||||||||||
Settlement expense | — | 2,469 | — | 2,469 | |||||||||||||
Expected return on plan assets | (2,361 | ) | (2,617 | ) | (7,606 | ) | (7,853 | ) | |||||||||
Total expense | $ | 260 | $ | 2,881 | $ | 258 | $ | 3,664 | |||||||||
Non-U.S. Pension Plans [Member] | ' | ||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ' | ||||||||||||||||
Schedule of net benefit costs and amounts recognized in other comprehensive income (loss) | ' | ||||||||||||||||
Set forth below is a detail of the net periodic pension expense for the VAC defined benefit plans: | |||||||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Service cost | $ | 1,189 | $ | 917 | $ | 3,546 | $ | 2,816 | |||||||||
Interest cost | 1,482 | 1,811 | 4,420 | 5,561 | |||||||||||||
Amortization of unrecognized net loss | 267 | — | 795 | — | |||||||||||||
Total expense | $ | 2,938 | $ | 2,728 | 8,761 | 8,377 | |||||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ' | ||||||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||||||||
Changes in Accumulated Comprehensive Income (Loss) by Component | |||||||||||||||||
Foreign | Unrealized | Pension and | Accumulated | ||||||||||||||
Currency | Gains and | Post-Retirement | Other | ||||||||||||||
Translation Loss | Losses on Cash | Obligation | Comprehensive | ||||||||||||||
Flow Hedging | Income (Loss) | ||||||||||||||||
Derivatives | |||||||||||||||||
Beginning Balance at January 1, 2013 | $ | (21,299 | ) | $ | (84 | ) | $ | (66,622 | ) | $ | (88,005 | ) | |||||
Other comprehensive income (loss) before reclassifications | 241 | (216 | ) | (1,429 | ) | (1,404 | ) | ||||||||||
Amounts reclassified from accumulated other comprehensive (income) loss | 13,513 | 128 | 1,818 | 15,459 | |||||||||||||
Net current-period other comprehensive income (loss) | 13,754 | (88 | ) | 389 | 14,055 | ||||||||||||
Ending balance at September 30, 2013 | $ | (7,545 | ) | $ | (172 | ) | $ | (66,233 | ) | $ | (73,950 | ) | |||||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||||||||
Reclassifications out of Accumulated Other Comprehensive Income (loss) | |||||||||||||||||
Details about Accumulated Other Comprehensive Income (loss) Components | Amount Reclassified from Accumulated Other Comprehensive Income (loss) | Affected Line Item in the Statement Where Net Income is Presented | |||||||||||||||
Foreign currency translation | $ | (135 | ) | Foreign exchange gain/(loss) | |||||||||||||
(4,540 | ) | Loss on divestiture of Advanced Materials business | |||||||||||||||
(8,838 | ) | Loss from discontinued operations, net of tax | |||||||||||||||
$ | (13,513 | ) | Total before tax | ||||||||||||||
— | Tax (expense) or benefit | ||||||||||||||||
$ | (13,513 | ) | Net of Tax | ||||||||||||||
Unrealized gains and losses on cash flow hedging derivatives | (128 | ) | Interest expense | ||||||||||||||
Pension and Post-Retirement Obligation | (389 | ) | Income (loss) from discontinued operations, net of tax | ||||||||||||||
Pension and Post-Retirement Obligation | (1,429 | ) | Selling, general and administrative expense | ||||||||||||||
(1,818 | ) | ||||||||||||||||
Earnings_Loss_Per_Share_Tables
Earnings (Loss) Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Computation Of Basic And Diluted Income (Loss) Per Common Share From Continuing Operations | ' | ||||||||||||||||
The following table sets forth the computation of basic and dilutive income (loss) per common share from continuing operations attributable to OM Group, Inc. common stockholders: | |||||||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||
Amounts attributable to OM Group, Inc. common stockholders: | 2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
Income (loss) from continuing operations, net of tax | $ | 12,432 | $ | 5,507 | $ | (88,738 | ) | $ | (5,179 | ) | |||||||
Earnings (loss) per common share - basic: | |||||||||||||||||
Income (loss) from continuing operations | $ | 0.4 | $ | 0.17 | $ | (2.81 | ) | $ | (0.16 | ) | |||||||
Earnings (loss) per common share - assuming dilution: | |||||||||||||||||
Income (loss) from continuing operations | $ | 0.39 | $ | 0.17 | $ | (2.81 | ) | $ | (0.16 | ) | |||||||
Weighted average shares outstanding — basic | 31,442 | 31,889 | 31,592 | 31,882 | |||||||||||||
Dilutive effect of stock options and restricted stock | 222 | 115 | — | — | |||||||||||||
Weighted average shares outstanding — assuming dilution | 31,664 | 32,004 | 31,592 | 31,882 | |||||||||||||
Computation Of Basic And Diluted Net Income (Loss) Per Common Share | ' | ||||||||||||||||
The following table sets forth the computation of basic and diluted net income (loss) per common share attributable to OM Group, Inc. common stockholders: | |||||||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||
Amounts attributable to OM Group, Inc. common stockholders: | 2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
Net income (loss) | $ | 12,176 | $ | 5,508 | $ | (100,863 | ) | $ | (4,882 | ) | |||||||
Earnings (loss) per common share - basic: | |||||||||||||||||
Net income (loss) | $ | 0.39 | $ | 0.17 | $ | (3.19 | ) | $ | (0.15 | ) | |||||||
Earnings per common share - assuming dilution: | |||||||||||||||||
Net income (loss) | $ | 0.38 | $ | 0.17 | $ | (3.19 | ) | $ | (0.15 | ) | |||||||
Weighted average shares outstanding — basic | 31,442 | 31,889 | 31,592 | 31,882 | |||||||||||||
Dilutive effect of stock options and restricted stock | 222 | 115 | — | — | |||||||||||||
Weighted average shares outstanding — assuming dilution | 31,664 | 32,004 | 31,592 | 31,882 | |||||||||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Share-based Compensation [Abstract] | ' | |||||||||||||||
Share-Based Compensation Expense For Option Grants, Restricted Stock Awards And Restricted Stock Unit Awards | ' | |||||||||||||||
Set forth below is a summary of share-based compensation expense for option grants, restricted stock awards and restricted stock unit awards included as a component of Selling, general and administrative expenses in the Unaudited Condensed Statements of Consolidated Income (in thousands): | ||||||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Stock options and restricted stock awards | $ | 1,504 | $ | 1,198 | $ | 4,242 | $ | 4,756 | ||||||||
Restricted stock unit awards | 110 | 24 | 292 | 135 | ||||||||||||
Share-based compensation expense - employees | $ | 1,614 | $ | 1,222 | $ | 4,534 | $ | 4,891 | ||||||||
Share-based compensation expense - non-employee directors | $ | 113 | $ | 131 | $ | 350 | $ | 394 | ||||||||
Reportable_Segments_Tables
Reportable Segments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | ' | ||||||||||||||||
Results of reportable segments | ' | ||||||||||||||||
The following table reflects the results of our reportable segments: | |||||||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net Sales | |||||||||||||||||
Magnetic Technologies | $ | 128,089 | $ | 144,411 | $ | 394,102 | $ | 502,925 | |||||||||
Battery Technologies | 33,926 | 39,157 | 115,165 | 111,394 | |||||||||||||
Specialty Chemicals (d) | 81,615 | 80,270 | 242,364 | 248,569 | |||||||||||||
Advanced Materials | 22,302 | 107,655 | 135,615 | 364,891 | |||||||||||||
Intersegment items | — | (127 | ) | (188 | ) | (595 | ) | ||||||||||
$ | 265,932 | $ | 371,366 | $ | 887,058 | $ | 1,227,184 | ||||||||||
Operating profit | |||||||||||||||||
Magnetic Technologies (a) (b) | $ | 10,034 | $ | 15,969 | $ | 17,545 | $ | (274 | ) | ||||||||
Battery Technologies (a) | 2,850 | 5,927 | 19,323 | 17,644 | |||||||||||||
Specialty Chemicals (a) (c) (d) | 10,242 | 8,088 | 25,454 | 30,373 | |||||||||||||
Advanced Materials | (498 | ) | 3,659 | 868 | 15,693 | ||||||||||||
Corporate (a) (e) | (10,588 | ) | (13,153 | ) | (27,867 | ) | (32,606 | ) | |||||||||
12,040 | 20,490 | 35,323 | 30,830 | ||||||||||||||
Interest expense | (1,732 | ) | (12,571 | ) | (11,195 | ) | (35,303 | ) | |||||||||
Foreign exchange gain (loss) | 4,583 | (2,661 | ) | 4,747 | (1,763 | ) | |||||||||||
Loss on divestiture of Advanced Materials business | (61 | ) | — | (112,122 | ) | — | |||||||||||
Other expense, net | (473 | ) | 1,641 | (860 | ) | 1,783 | |||||||||||
2,317 | (13,591 | ) | (119,430 | ) | (35,283 | ) | |||||||||||
Income (loss) from continuing operations before income taxes | $ | 14,357 | $ | 6,899 | $ | (84,107 | ) | $ | (4,453 | ) | |||||||
Expenditures for property, plant & equipment | |||||||||||||||||
Magnetic Technologies | $ | 4,220 | $ | 5,617 | $ | 12,228 | $ | 15,612 | |||||||||
Battery Technologies | 1,313 | 1,040 | 3,214 | 3,262 | |||||||||||||
Specialty Chemicals (d) | 1,558 | 888 | 6,570 | 2,699 | |||||||||||||
Advanced Materials | — | 8,970 | 6,340 | 22,671 | |||||||||||||
Corporate | 83 | — | 83 | — | |||||||||||||
$ | 7,174 | $ | 16,515 | $ | 28,435 | $ | 44,244 | ||||||||||
Depreciation and amortization | |||||||||||||||||
Magnetic Technologies | $ | 11,106 | $ | 9,833 | $ | 32,575 | $ | 30,055 | |||||||||
Battery Technologies | 2,522 | 2,526 | 7,556 | 7,537 | |||||||||||||
Specialty Chemicals (d) | 3,681 | 3,947 | 11,097 | 11,799 | |||||||||||||
Advanced Materials | — | 4,229 | 3,871 | 12,723 | |||||||||||||
Corporate | 220 | 226 | 493 | 489 | |||||||||||||
$ | 17,529 | $ | 20,761 | $ | 55,592 | $ | 62,603 | ||||||||||
(a) | The three and nine months ended September 30, 2013 include costs related to cost reduction initiatives of $0.7 million and $4.9 million in Magnetic Technologies, $0.1 million and $0.8 million in Battery Technologies, and $1.0 million and $1.0 million in Corporate, respectively. The nine months ended September 30, 2013 include costs related to cost reduction initiatives of $1.1 million in Specialty Chemicals. | ||||||||||||||||
(b) | The three and nine months ended September 30, 2012 includes inventory step-up and LCM charges of $0.2 million and $47.5 million, respectively, resulting from purchase accounting for the VAC acquisition. | ||||||||||||||||
(c) | The nine months ended September 30, 2012 includes a $2.9 million property sale gain. | ||||||||||||||||
(d) | All results related to the UPC business are excluded from the Special Chemicals segment for all periods presented. | ||||||||||||||||
(e) | The three and nine months ended September 30, 2012 include a $2.5 million charge associated with the lump-sum cash settlement to certain participants in one of our U.S. defined benefit pension plans. |
Basis_of_Presentation_Narrativ
Basis of Presentation (Narrative) (Details) | Sep. 30, 2013 |
Accounting Policies [Abstract] | ' |
Percentage of interest in joint venture by the company | 55.00% |
Noncontrolling interest in joint venture | 45.00% |
Inventories_Narrative_Details
Inventories (Narrative) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventories [Line Items] | ' | ' |
Inventory, Net | $248,326 | $452,699 |
Advanced Materials [Member] | ' | ' |
Inventories [Line Items] | ' | ' |
Inventory, Net | ' | $193,700 |
Inventories_Inventories_Detail
Inventories (Inventories) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory, Net [Abstract] | ' | ' |
Raw materials and supplies | $75,546 | $133,864 |
Work-in-process | 130,436 | 187,691 |
Finished goods | 42,344 | 131,144 |
Inventories, total | $248,326 | $452,699 |
Acquisitions_and_Divestitures_1
Acquisitions and Divestitures (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | |||||||
Mar. 29, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Aug. 31, 2013 | Aug. 02, 2011 | Mar. 29, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 29, 2013 | Mar. 29, 2013 | 31-May-13 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jul. 31, 2013 | |
T | VAC [Member] | VAC [Member] | Advanced Materials [Member] | Advanced Materials [Member] | Advanced Materials [Member] | Advanced Materials [Member] | Advanced Materials [Member] | Ultra Pure Chemicals [Member] | Ultra Pure Chemicals [Member] | Ultra Pure Chemicals [Member] | Ultra Pure Chemicals [Member] | Ultra Pure Chemicals [Member] | Subsequent Event [Member] | |||||
Minimum [Member] | Maximum [Member] | Advanced Materials [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cobalt Feed Supply Agreement, Quantity | 7,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price total cash consideration | ' | ' | ' | ' | ' | ' | $812,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash consideration paid for business acquisition | ' | ' | ' | ' | ' | ' | 686,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price of VAC Holding payable to seller | ' | ' | ' | ' | ' | ' | 86,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued in connection with acquisition of VAC Holding | ' | ' | ' | ' | ' | ' | 39,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Period from Closing Date of Acquisition with Certain Exceptions Related to Tax Matters | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for Purchase Price Payable to Seller | ' | ' | ' | 23,028,000 | 0 | 23,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreed Upon Proceeds From Divestiture From Business Subject To Close | ' | ' | ' | ' | ' | ' | ' | ' | 329,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from divestiture of Advanced Materials Business | ' | ' | ' | ' | ' | ' | ' | 302,000,000 | 328,669,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from divestiture of Advanced Materials business | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 63,000,000 | ' | ' | ' | ' | 27,000,000 |
Loss on divestiture of Advanced Materials business | ' | -61,000 | 0 | -112,122,000 | 0 | ' | ' | ' | -112,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Disposal Group, Potential Earn-Out Income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110,000,000 | ' | ' | ' | ' | ' | ' |
Disposal Group, Potential Earn-Out Payment Period | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Supply Agreement Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' |
Supply Agreement Extension Period | ' | ' | ' | ' | ' | ' | ' | '6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cobalt Distributer Agreement Period | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Working capital adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' |
Loss divestiture | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,900,000 | -161,000 | 0 | -9,972,000 | 0 | ' |
Disposal Group, Including Discontinued Operations, Gain on Sale of Net Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' |
Reclassification of foreign currency translation adjustment related to discontinued operations into earnings | ' | 0 | 0 | 8,838,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write-off of deferred financing fees | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' |
Disposal Group, Including Discontinued Operation, Provision for Doubtful Accounts | ' | ' | ' | ' | ' | ' | ' | ' | 16,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Disposal Group, Including Discontinued Operation, Transaction Expense | ' | ' | ' | ' | ' | ' | ' | ' | 9,000,000 | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' |
Discontinued Operations, Interest Expense, Debt Repaid by Proceeds From Divestiture of Business | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,500,000 | ' | ' | ' | ' | ' |
Acquisitions_and_Divestitures_2
Acquisitions and Divestitures (Net Assets and Liabilities of Our Discontinued Operations) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Long-term liabilities | $0 | $4,733 |
Ultra Pure Chemicals [Member] | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Accounts receivable | ' | 20,341 |
Inventories | ' | 10,393 |
Other current assets | ' | 2,392 |
Property, plant and equipment, net | ' | 22,408 |
Other long term assets | ' | 15,838 |
Goodwill | ' | 14,957 |
Total assets of discontinued operations (excluding cash) | ' | 86,329 |
Accounts payable | ' | 15,627 |
Other current liabilities | ' | 5,099 |
Long-term liabilities | ' | 4,733 |
Total liabilities of discontinued operations | ' | $25,459 |
Acquisitions_and_Divestitures_3
Acquisitions and Divestitures (Income Statement Impact Discontinued Operations) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | 31-May-13 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' |
(Loss) Income from discontinued operations (net of tax) | ' | ($256) | $1 | ($12,125) | $297 |
Income (loss) from discontinued operations attributable to OM Group, Inc. common stockholders - basic (in dollars per share) | ' | ($0.01) | $0 | ($0.38) | $0.01 |
Income (loss) from discontinued operations attributable to OM Group, Inc. common stockholders (in dollars per share) | ' | ($0.01) | $0 | ($0.38) | $0.01 |
Ultra Pure Chemicals [Member] | ' | ' | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' |
Net Sales | ' | 0 | 23,367 | 38,520 | 70,194 |
(Loss) Income from operations of divested business (net of tax) | ' | -95 | 1 | -2,153 | 297 |
Loss on disposal of business (net of tax) | 9,900 | -161 | 0 | -9,972 | 0 |
(Loss) Income from discontinued operations (net of tax) | ' | ($256) | $1 | ($12,125) | $297 |
Income (loss) from discontinued operations attributable to OM Group, Inc. common stockholders - basic (in dollars per share) | ' | ($0.01) | $0 | ($0.38) | $0.01 |
Income (loss) from discontinued operations attributable to OM Group, Inc. common stockholders (in dollars per share) | ' | ($0.01) | $0 | ($0.38) | $0.01 |
Debt_Details
Debt (Details) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 04, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 04, 2013 | Sep. 30, 2013 | Sep. 04, 2013 | Sep. 04, 2013 | Sep. 04, 2013 | Sep. 04, 2013 | Sep. 04, 2013 | Sep. 04, 2013 | |
Interest Expense [Member] | Term A Facility [Member] | Term B Facility [Member] | Senior Secured Revolving Credit New Facility [Member] | Senior Secured Revolving Credit New Facility [Member] | Senior Secured Revolving Credit New Facility [Member] | Senior Secured Revolving Credit New Facility [Member] | Senior Secured Revolving Credit New Facility [Member] | Senior Secured Revolving Credit New Facility [Member] | Senior Secured Revolving Credit New Facility [Member] | Senior Secured Revolving Credit New Facility [Member] | |||
Federal Funds Rate [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | Applicable Margin [Member] | Applicable Margin [Member] | ||||||||
Adjusted Base Rate Advances [Member] | Adjusted Base Rate Advances [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | ||||||||
Variable Spread [Member] | Variable Spread [Member] | Adjusted Base Rate Advances [Member] | Adjusted Base Rate Advances [Member] | ||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' |
Undrawn revolving credit facility | ' | ' | ' | ' | ' | $350,000,000 | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Borrowing Capacity Increase Limit | ' | ' | ' | ' | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' |
Write off of Deferred Debt Issuance Cost | ' | ' | 500,000 | 10,300,000 | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Percentage Pledged by Voting Capital Stock of Certain Foreign Subsidiaries | ' | ' | ' | ' | ' | 65.00% | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Pledge Of Voting Capital Stock Subject To Certain Exceptions | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' |
Unamortized Debt Issuance Expense | 2,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | 0.50% | 1.00% | 1.13% | 2.00% | 0.13% | 1.00% |
Payments of Debt Issuance Costs | 1,860,000 | 0 | ' | ' | ' | ' | 1,900,000 | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Instruments_Narrati
Derivative Instruments (Narrative) (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative liability | ' | $1,400,000 |
Hedge ineffectiveness recorded to income | 0 | ' |
Cash Flow Hedge Derivative Instrument Assets at Fair Value | 200,000 | ' |
Euro Forward Contracts [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Notional amount of derivatives | ' | 22,500,000 |
Cash flow hedges expected to be reclassified to earnings | ' | -1,100,000 |
Interest Rate Swap Agreements [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Notional amount of derivatives | ' | 198,000,000 |
Hedge ineffectiveness recorded to income | $0 | $0 |
Fair_Value_Disclosures_Details
Fair Value Disclosures (Details) | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
USD ($) | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Rahu Catalytics Limited [Member] | Rahu Catalytics Limited [Member] | |
USD ($) | Interest Rate Swap Agreements [Member] | Contingent Consideration [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Significant Other Observable Inputs (Level 2) [Member] | Significant Other Observable Inputs (Level 2) [Member] | Significant Other Observable Inputs (Level 2) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | USD ($) | EUR (€) | ||
USD ($) | USD ($) | USD ($) | Interest Rate Swap Agreements [Member] | Contingent Consideration [Member] | USD ($) | Interest Rate Swap Agreements [Member] | Contingent Consideration [Member] | USD ($) | Interest Rate Swap Agreements [Member] | Contingent Consideration [Member] | |||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value measurements, total liabilities | ' | $14,155,000 | $248,000 | $13,907,000 | $0 | $0 | $0 | $248,000 | $248,000 | $0 | $13,907,000 | $0 | $13,907,000 | ' | ' |
Transfer into or out of fair value measurement | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contigent considertion amounts based on certain volume targets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $27,000,000 | € 20,000,000 |
Business Combination, Contingent Consideration Based on Acheiving Target Volumes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years | '15 years |
Fair_Value_Disclosures_Changes
Fair Value Disclosures (Changes in Level 3 liabilities measured at fair value on a recurring basis) (Details) (Significant Unobservable Inputs (Level 3) [Member], USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Significant Unobservable Inputs (Level 3) [Member] | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' |
Fair Value at December 31, 2012 | $12,411 |
Accretion expense | 1,202 |
Foreign exchange | 294 |
Fair Value at September 30, 2013 | $13,907 |
Income_Taxes_Income_Loss_From_
Income Taxes (Income (Loss) From Continuing Operations Before Income Tax Expense) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income (loss) from continuing operations before income tax expense: | ' | ' | ' | ' |
United States | ($6,040) | ($6,809) | ($9,725) | ($8,827) |
Outside the United States | 20,397 | 13,708 | -74,382 | 4,374 |
Income (loss) from continuing operations before income tax expense | $14,357 | $6,899 | ($84,107) | ($4,453) |
Effective Income Tax Rate, Continuing Operations | 13.40% | 26.20% | -7.60% | -33.40% |
Defined_Benefit_Plans_Narrativ
Defined Benefit Plans (Narrative) (Details) (VAC [Member], USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
VAC [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Pension liabilities | $242.80 | $242.50 |
Defined_Benefit_Plans_Schedule
Defined Benefit Plans (Schedule of Net Benefit Costs and Amounts Recognized in Other Comprehensive Income (Loss)) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
U.S. Pension Plans [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Service cost | $296 | $271 | $887 | $815 |
Interest cost | 2,114 | 2,549 | 6,343 | 7,605 |
Amortization of unrecognized net loss | 211 | 209 | 634 | 628 |
Settlement expense | 0 | 2,469 | 0 | 2,469 |
Expected return on plan assets | -2,361 | -2,617 | -7,606 | -7,853 |
Net periodic benefit cost | 260 | 2,881 | 258 | 3,664 |
Non-U.S. Pension Plans [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Service cost | 1,189 | 917 | 3,546 | 2,816 |
Interest cost | 1,482 | 1,811 | 4,420 | 5,561 |
Amortization of unrecognized net loss | 267 | 0 | 795 | 0 |
Net periodic benefit cost | $2,938 | $2,728 | $8,761 | $8,377 |
Common_Stock_Repurchases_Detai
Common Stock Repurchases (Details) (USD $) | 0 Months Ended | 9 Months Ended | |
Share data in Millions, unless otherwise specified | Jan. 21, 2013 | Sep. 30, 2013 | Sep. 30, 2012 |
Share Repurchase Program [Abstract] | ' | ' | ' |
Stock repurchase program, authorized amount | $50,000,000 | ' | ' |
Stock repurchased during period (in shares) | ' | 0.6 | ' |
Stock repurchased during period | ' | $14,083,000 | $0 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Loss) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' | ' | ' |
Beginning Balance at January 1, 2013 | ' | ' | ($88,005) | ' |
Other comprehensive income (loss) before reclassifications | ' | ' | -1,404 | ' |
Amounts reclassified from accumulated other comprehensive (income) loss | ' | ' | 15,459 | ' |
Net change in accumulated other comprehensive income | 21,023 | 27,298 | 14,055 | 13,994 |
Ending balance at September 30, 2013 | -73,950 | ' | -73,950 | ' |
Foreign exchange gain/(loss) | 4,583 | -2,661 | 4,747 | -1,763 |
Loss on divestiture of Advanced Materials business | -61 | 0 | -112,122 | 0 |
Loss from discontinued operations, net of tax | 0 | 0 | -8,838 | 0 |
Total before tax | 12,432 | 5,092 | -90,487 | -5,939 |
Tax (expense) or benefit | 1,925 | 1,807 | 6,380 | 1,486 |
Net income (loss) attributable to OM Group, Inc. common stockholders | 12,176 | 5,508 | -100,863 | -4,882 |
Foreign Currency Translation Loss | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' | ' | ' |
Beginning Balance at January 1, 2013 | ' | ' | -21,299 | ' |
Other comprehensive income (loss) before reclassifications | ' | ' | 241 | ' |
Amounts reclassified from accumulated other comprehensive (income) loss | ' | ' | 13,513 | ' |
Net change in accumulated other comprehensive income | ' | ' | 13,754 | ' |
Ending balance at September 30, 2013 | -7,545 | ' | -7,545 | ' |
Unrealized Gains and Losses on Cash Flow Hedging Derivatives | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' | ' | ' |
Beginning Balance at January 1, 2013 | ' | ' | -84 | ' |
Other comprehensive income (loss) before reclassifications | ' | ' | -216 | ' |
Amounts reclassified from accumulated other comprehensive (income) loss | ' | ' | 128 | ' |
Net change in accumulated other comprehensive income | ' | ' | -88 | ' |
Ending balance at September 30, 2013 | -172 | ' | -172 | ' |
Pension and Post-Retirement Obligation | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' | ' | ' |
Beginning Balance at January 1, 2013 | ' | ' | -66,622 | ' |
Other comprehensive income (loss) before reclassifications | ' | ' | -1,429 | ' |
Amounts reclassified from accumulated other comprehensive (income) loss | ' | ' | 1,818 | ' |
Net change in accumulated other comprehensive income | ' | ' | 389 | ' |
Ending balance at September 30, 2013 | -66,233 | ' | -66,233 | ' |
Reclassification out of Accumulated Other Comprehensive Income | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' | ' | ' |
Loss from discontinued operations, net of tax | ' | ' | -8,838 | ' |
Reclassification out of Accumulated Other Comprehensive Income | Loss on Divestiture | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' | ' | ' |
Loss on divestiture of Advanced Materials business | ' | ' | -4,540 | ' |
Reclassification out of Accumulated Other Comprehensive Income | Foreign Currency Translation Loss | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' | ' | ' |
Foreign exchange gain/(loss) | ' | ' | -135 | ' |
Total before tax | ' | ' | -13,513 | ' |
Tax (expense) or benefit | ' | ' | 0 | ' |
Net income (loss) attributable to OM Group, Inc. common stockholders | ' | ' | -13,513 | ' |
Unrealized gains and losses on cash flow hedging derivatives | ' | ' | -128 | ' |
Reclassification out of Accumulated Other Comprehensive Income | Pension and Post-Retirement Obligation | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' | ' | ' |
Amounts reclassified from accumulated other comprehensive (income) loss | ' | ' | -1,818 | ' |
Income (Loss) from Discontinued Operations, Net of Tax | Reclassification out of Accumulated Other Comprehensive Income | Pension and Post-Retirement Obligation | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' | ' | ' |
Amounts reclassified from accumulated other comprehensive (income) loss | ' | ' | -389 | ' |
Selling, General and Administrative Expenses | Reclassification out of Accumulated Other Comprehensive Income | Pension and Post-Retirement Obligation | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' | ' | ' |
Amounts reclassified from accumulated other comprehensive (income) loss | ' | ' | ($1,429) | ' |
Earnings_Loss_Per_Share_Comput
Earnings (Loss) Per Share (Computation Of Basic And Diluted Income Per Common Share From Continuing Operations) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Income (loss) from continuing operations attributable to OM Group, Inc. common stockholders | $12,432 | $5,507 | ($88,738) | ($5,179) |
Earnings per common share: | ' | ' | ' | ' |
Income (loss) from continuing operations attributable to OM Group, Inc. common stockholders - basic (in dollars per share) | $0.40 | $0.17 | ($2.81) | ($0.16) |
Income (loss) from continuing operations attributable to OM Group, Inc. common stockholders - assuming dilution (in dollars per share) | $0.39 | $0.17 | ($2.81) | ($0.16) |
Weighted average shares outstanding - basic (in shares) | 31,442 | 31,889 | 31,592 | 31,882 |
Dilutive effect of stock options and restricted stock | 222 | 115 | 0 | 0 |
Weighted average shares outstanding - assuming dilution (in shares) | 31,664 | 32,004 | 31,592 | 31,882 |
Earnings_Loss_Per_Share_Comput1
Earnings (Loss) Per Share (Computation Of Basic And Diluted Net Income Per Common Share) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net income (loss) attributable to OM Group, Inc. common stockholders | $12,176 | $5,508 | ($100,863) | ($4,882) |
Earnings per common share: | ' | ' | ' | ' |
Net income (loss) attributable to OM Group, Inc. common stockholders - basic (in dollars per share) | $0.39 | $0.17 | ($3.19) | ($0.15) |
Net income (loss) attributable to OM Group, Inc. common stockholders - assuming dilution (in dollars per share) | $0.38 | $0.17 | ($3.19) | ($0.15) |
Weighted average shares outstanding - basic (in shares) | 31,442 | 31,889 | 31,592 | 31,882 |
Dilutive effect of stock options and restricted stock | 222 | 115 | 0 | 0 |
Weighted average shares outstanding - assuming dilution (in shares) | 31,664 | 32,004 | 31,592 | 31,882 |
Earnings_Loss_Per_Share_NonVes
Earnings (Loss) Per Share (Non-Vested Share-Based Compensation Awards That Could Potentially Dilute Earnings Per Share) (Details) | 3 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' |
Non-vested share-based compensation awards not included in the fully diluted computation (in shares) | 0.1 | 0.8 |
ShareBased_Compensation_Narrat
Share-Based Compensation (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | ' | ' | 0 | 0 |
Director [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued | 3,660 | 7,007 | 14,709 | 16,710 |
ShareBased_Compensation_Compen
Share-Based Compensation (Compensation Expense For Option Grants, Restricted Stock Awards And Restricted Stock Unit Awards) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Employees [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | $1,614 | $1,222 | $4,534 | $4,891 |
Stock Options and Restricted Stock Awards [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 1,504 | 1,198 | 4,242 | 4,756 |
Restricted Stock Unit Awards [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 110 | 24 | 292 | 135 |
Director [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | $113 | $131 | $350 | $394 |
ShareBased_Compensation_Compen1
Share-Based Compensation (Compensation Expense For Nonvested Share-Based Awards Expected To Be Recognized) (Details) (USD $) | Sep. 30, 2013 |
In Millions, unless otherwise specified | |
Share-based Compensation [Abstract] | ' |
Unrecognized compensation expense | $9.80 |
Unrecognized compensation expense to be recognized in 2013 | 1.6 |
Unrecognized compensation expense to be recognized in 2014 | 4.8 |
Unrecognized compensation expense to be recognized in 2015 | 3.2 |
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Amount Expected To Be Recognized In Year Four | $0.20 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 31, 2010 | Mar. 31, 2009 |
USD ($) | USD ($) | GTL Injunction - Marange [Member] | GTL Injunction - FG Hemisphere [Member] | |
GBP (£) | USD ($) | |||
Site Contingency [Line Items] | ' | ' | ' | ' |
Amounts under injunction | ' | ' | £ 14,500,000 | $108,300,000 |
Amount of Arbitration Awards accrued | $0 | $22,793,000 | ' | ' |
Reportable_Segments_Results_of
Reportable Segments (Results of Reportable Segments) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |||||
Net Sales | ' | ' | ' | ' | ||||
Net sales | $265,932,000 | $371,366,000 | $887,058,000 | $1,227,184,000 | ||||
Operating profit (loss) | ' | ' | ' | ' | ||||
Operating profit (Loss) | 12,040,000 | 20,490,000 | 35,323,000 | 30,830,000 | ||||
Interest expense | -1,732,000 | -12,571,000 | -11,195,000 | -35,303,000 | ||||
Foreign exchange gain/(loss) | 4,583,000 | -2,661,000 | 4,747,000 | -1,763,000 | ||||
Loss on divestiture of Advanced Materials business | -61,000 | 0 | -112,122,000 | 0 | ||||
Other expense, net | -473,000 | 1,641,000 | -860,000 | 1,783,000 | ||||
Non operating income (expense), total | 2,317,000 | -13,591,000 | -119,430,000 | -35,283,000 | ||||
Income (loss) from continuing operations before income tax expense | 14,357,000 | 6,899,000 | -84,107,000 | -4,453,000 | ||||
Expenditures for property, plant & equipment | ' | ' | ' | ' | ||||
Expenditures for property, plant and equipment | 7,174,000 | 16,515,000 | 28,435,000 | 44,244,000 | ||||
Depreciation and amortization | ' | ' | ' | ' | ||||
Depreciation and amortization | 17,529,000 | 20,761,000 | 55,592,000 | 62,603,000 | ||||
Gain (Loss) on Sale of Property | ' | ' | ' | 2,900,000 | ||||
Magnetic Technologies [Member] | ' | ' | ' | ' | ||||
Net Sales | ' | ' | ' | ' | ||||
Net sales | 128,089,000 | 144,411,000 | 394,102,000 | 502,925,000 | ||||
Operating profit (loss) | ' | ' | ' | ' | ||||
Operating profit (Loss) | 10,034,000 | [1],[2] | 15,969,000 | [1],[2] | 17,545,000 | [1],[2] | -274,000 | [1],[2] |
Expenditures for property, plant & equipment | ' | ' | ' | ' | ||||
Expenditures for property, plant and equipment | 4,220,000 | 5,617,000 | 12,228,000 | 15,612,000 | ||||
Depreciation and amortization | ' | ' | ' | ' | ||||
Depreciation and amortization | 11,106,000 | 9,833,000 | 32,575,000 | 30,055,000 | ||||
Cost Reductions Initiatives | 700,000 | ' | 4,900,000 | ' | ||||
Charges related to inventory purchase accounting | ' | 200,000 | ' | 47,500,000 | ||||
Battery Technologies [Member] | ' | ' | ' | ' | ||||
Net Sales | ' | ' | ' | ' | ||||
Net sales | 33,926,000 | 39,157,000 | 115,165,000 | 111,394,000 | ||||
Operating profit (loss) | ' | ' | ' | ' | ||||
Operating profit (Loss) | 2,850,000 | [1] | 5,927,000 | [1] | 19,323,000 | [1] | 17,644,000 | [1] |
Expenditures for property, plant & equipment | ' | ' | ' | ' | ||||
Expenditures for property, plant and equipment | 1,313,000 | 1,040,000 | 3,214,000 | 3,262,000 | ||||
Depreciation and amortization | ' | ' | ' | ' | ||||
Depreciation and amortization | 2,522,000 | 2,526,000 | 7,556,000 | 7,537,000 | ||||
Cost Reductions Initiatives | 100,000 | ' | 800,000 | ' | ||||
Specialty Chemicals [Member] | ' | ' | ' | ' | ||||
Net Sales | ' | ' | ' | ' | ||||
Net sales | 81,615,000 | [3] | 80,270,000 | [3] | 242,364,000 | [3] | 248,569,000 | [3] |
Operating profit (loss) | ' | ' | ' | ' | ||||
Operating profit (Loss) | 10,242,000 | [1],[3],[4] | 8,088,000 | [1],[3],[4] | 25,454,000 | [1],[3],[4] | 30,373,000 | [1],[3],[4] |
Expenditures for property, plant & equipment | ' | ' | ' | ' | ||||
Expenditures for property, plant and equipment | 1,558,000 | [3] | 888,000 | [3] | 6,570,000 | [3] | 2,699,000 | [3] |
Depreciation and amortization | ' | ' | ' | ' | ||||
Depreciation and amortization | 3,681,000 | [3] | 3,947,000 | [3] | 11,097,000 | [3] | 11,799,000 | [3] |
Cost Reductions Initiatives | ' | ' | 1,100,000 | ' | ||||
Advanced Materials [Member] | ' | ' | ' | ' | ||||
Net Sales | ' | ' | ' | ' | ||||
Net sales | 22,302,000 | 107,655,000 | 135,615,000 | 364,891,000 | ||||
Operating profit (loss) | ' | ' | ' | ' | ||||
Operating profit (Loss) | -498,000 | 3,659,000 | 868,000 | 15,693,000 | ||||
Expenditures for property, plant & equipment | ' | ' | ' | ' | ||||
Expenditures for property, plant and equipment | 0 | 8,970,000 | 6,340,000 | 22,671,000 | ||||
Depreciation and amortization | ' | ' | ' | ' | ||||
Depreciation and amortization | 0 | 4,229,000 | 3,871,000 | 12,723,000 | ||||
Corporate [Member] | ' | ' | ' | ' | ||||
Operating profit (loss) | ' | ' | ' | ' | ||||
Operating profit (Loss) | -10,588,000 | [1],[5] | -13,153,000 | [1],[5] | -27,867,000 | [1],[5] | -32,606,000 | [1],[5] |
Expenditures for property, plant & equipment | ' | ' | ' | ' | ||||
Expenditures for property, plant and equipment | 83,000 | 0 | 83,000 | 0 | ||||
Depreciation and amortization | ' | ' | ' | ' | ||||
Depreciation and amortization | 220,000 | 226,000 | 493,000 | 489,000 | ||||
Cost Reductions Initiatives | 1,000,000 | ' | 1,000,000 | ' | ||||
Lum Sum Cash Payment | ' | 2,500,000 | ' | 2,500,000 | ||||
Intersegment items [Member] | ' | ' | ' | ' | ||||
Net Sales | ' | ' | ' | ' | ||||
Net sales | 0 | -127,000 | -188,000 | -595,000 | ||||
Advanced Materials [Member] | ' | ' | ' | ' | ||||
Operating profit (loss) | ' | ' | ' | ' | ||||
Loss on divestiture of Advanced Materials business | ' | ' | ($112,000,000) | ' | ||||
[1] | The three and nine months ended September 30, 2013 include costs related to cost reduction initiatives of $0.7 million and $4.9 million in Magnetic Technologies, $0.1 million and $0.8 million in Battery Technologies, and $1.0 million and $1.0 million in Corporate, respectively. The nine months ended September 30, 2013 include costs related to cost reduction initiatives of $1.1 million in Specialty Chemicals. | |||||||
[2] | The three and nine months ended September 30, 2012 includes inventory step-up and LCM charges of $0.2 million and $47.5 million, respectively, resulting from purchase accounting for the VAC acquisition. | |||||||
[3] | All results related to the UPC business are excluded from the Special Chemicals segment for all periods presented. | |||||||
[4] | The nine months ended September 30, 2012 includes a $2.9 million property sale gain. | |||||||
[5] | The three and nine months ended September 30, 2012 include a $2.5 million charge associated with the lump-sum cash settlement to certain participants in one of our U.S. defined benefit pension plans. |