Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 04, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | OM GROUP INC | |
Entity Central Index Key | 899,723 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 30,600,771 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 35.8 | $ 91.7 |
Accounts receivable, less allowance of $2.4 in 2015 and $2.5 in 2014 | 133.6 | 134.5 |
Inventories | 218.8 | 228.4 |
Other current assets | 38.7 | 21.5 |
Total current assets | 426.9 | 476.1 |
Property, plant and equipment, net | 281.7 | 308.3 |
Goodwill | 248.1 | 252.6 |
Intangible assets, net | 299.7 | 324.8 |
Other non-current assets | 43.5 | 57.7 |
Total assets | 1,299.9 | 1,419.5 |
Current liabilities | ||
Revolving credit facility | 2.4 | 12.5 |
Accounts payable | 55 | 74.7 |
Accrued employee costs | 39.9 | 34.9 |
Purchase price of VAC payable to seller | 4.1 | 46.2 |
Other current liabilities | 55 | 57.4 |
Total current liabilities | 156.4 | 225.7 |
Deferred income taxes | 67.5 | 74.8 |
Pension liabilities | 229.4 | 244.4 |
Other non-current liabilities | 30 | 37.7 |
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; 32,742,185 shares issued in 2015 and 32,408,222 shares issued in 2014 | 0.3 | 0.3 |
Capital in excess of par value | 660.3 | 647.3 |
Retained earnings | 400.1 | 405.3 |
Treasury stock (2,151,866 shares in 2015 and 2,136,116 shares in 2014, at cost) | (58.7) | (58.2) |
Accumulated other comprehensive loss | (185.4) | (157.8) |
Total stockholders' equity | 816.6 | 836.9 |
Total liabilities and and stockholders' equity | $ 1,299.9 | $ 1,419.5 |
Unaudited Condensed Consolidat3
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for Doubtful Accounts Receivable, Current | $ 2,400 | $ 2,500 |
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) | 32,742,185 | 32,408,222 |
Treasury Stock, Shares (in shares) | 2,151,866 | 2,136,116 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Consolidated Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Net sales | $ 228.4 | $ 297.5 | $ 476.2 | $ 559.2 |
Cost of goods sold | 174.6 | 234.4 | 372.1 | 434.2 |
Gross profit | 53.8 | 63.1 | 104.1 | 125 |
Selling, general and administrative expenses | 54.5 | 53.2 | 109.4 | 106.6 |
Operating profit (loss) | (0.7) | 9.9 | (5.3) | 18.4 |
Other income (expense): | ||||
Interest expense | (0.6) | (0.6) | (1.2) | (1.3) |
Foreign exchange gain (loss) | 0.3 | (0.9) | (4.1) | (1.2) |
Gain (loss) on divestiture of Advanced Materials business | 0 | (0.8) | 2 | (1) |
Charges associated with VAC arbitration conclusion | 0 | 0 | (10.4) | 0 |
Other income (expense), net | (5.8) | (0.7) | (2.9) | (1.4) |
Income (loss) from continuing operations before income tax | (6.8) | 6.9 | (21.9) | 13.5 |
Income tax (benefit) expense | (15.2) | 1.8 | (19.1) | 3.1 |
Income (loss) from continuing operations, net of tax | 8.4 | 5.1 | (2.8) | 10.4 |
Loss from discontinued operations, net of tax | (0.1) | (0.3) | 0 | (0.3) |
Consolidated net income (loss) | $ 8.3 | $ 4.8 | $ (2.8) | $ 10.1 |
Earnings (loss) per common share — basic: | ||||
Income (loss) from continuing operations (in dollars per share) | $ 0.28 | $ 0.16 | $ (0.09) | $ 0.33 |
Income (loss) from discontinued operations (in dollars per share) | 0 | (0.01) | 0 | (0.01) |
Net income (loss) (in dollars per share) | 0.28 | 0.15 | (0.09) | 0.32 |
Earnings (loss) per common share — assuming dilution: | ||||
Income (loss) from continuing operations (in dollars per share) | 0.27 | 0.16 | (0.09) | 0.33 |
Income (loss) from discontinued operations (in dollars per share) | 0 | (0.01) | 0 | (0.02) |
Net income (loss) (in dollars per share) | $ 0.27 | $ 0.15 | $ (0.09) | $ 0.31 |
Weighted average shares outstanding | ||||
Basic (in shares) | 30.4 | 31.5 | 30.4 | 31.5 |
Assuming dilution (in shares) | 30.7 | 31.8 | 30.4 | 31.9 |
Dividends declared per common share (in dollars per share) | $ 0 | $ 0.075 | $ 0.0825 | $ 0.15 |
Unaudited Statements of Consoli
Unaudited Statements of Consolidated Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Consolidated net income (loss) | $ 8.3 | $ 4.8 | $ (2.8) | $ 10.1 |
Foreign currency translation adjustments | 19.2 | (1.3) | (25.3) | (3.2) |
Reclassification of foreign currency translation adjustment related to the sale of property into earnings | 0 | 0 | (3.5) | 0 |
Reclassification of hedging activities into earnings, net of tax | 0 | 0.1 | 0 | 0.2 |
Unrealized loss on cash flow hedging derivatives, net of tax | (0.2) | 0 | (0.4) | 0 |
Pension adjustment, net of tax | 0.8 | 0.1 | 1.6 | 0.2 |
Net change in accumulated other comprehensive loss | 19.8 | (1.1) | (27.6) | (2.8) |
Comprehensive income (loss) | $ 28.1 | $ 3.7 | $ (30.4) | $ 7.3 |
Unaudited Condensed Statements6
Unaudited Condensed Statements of Consolidated Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities | ||
Consolidated net income (loss) | $ (2.8) | $ 10.1 |
Adjustments to reconcile consolidated net income (loss) to net cash used for operating activities: | ||
Loss from discontinued operations | 0 | 0.3 |
Depreciation and amortization | 29.7 | 36.4 |
Amortization of deferred financing fees | 0.6 | 0.5 |
Share-based compensation expense | 5.9 | 4.4 |
Foreign exchange loss | 4.1 | 1.2 |
(Gain) loss on divestiture of Advanced Materials business | (2) | 1 |
Deferred income tax benefit | (3) | (1.8) |
Other non-cash items | (6.1) | 3 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5.4) | (20.3) |
Inventories | (3) | (4.5) |
Accounts payable | (16.5) | (6.1) |
Other, net | (0.8) | (2.4) |
Net cash provided by operating activities | 0.7 | 21.8 |
Investing activities | ||
Expenditures for property, plant and equipment | (10.6) | (10.8) |
Cash received from acquisition purchase price adjustments | 2.2 | 0 |
Proceeds from sale of property | 1.2 | 1 |
Net cash used for investing activities | (7.2) | (9.8) |
Financing activities | ||
Payments related to VAC purchase price payable | (41.8) | 0 |
Net payments on revolving credit facility | (10.1) | 0 |
Dividends paid | (2.5) | (4.8) |
Proceeds from exercise of stock options | 7.8 | 0.5 |
Debt issuance costs | (0.1) | (0.1) |
Payment related to surrendered shares | (0.5) | (0.7) |
Payments for Repurchase of Common Stock | 0 | (10) |
Net cash used for financing activities | (47.2) | (15.1) |
Effect of exchange rate changes on cash | (2.1) | (0.2) |
Cash and cash equivalents | ||
Decrease from continuing operations | (55.8) | (3.3) |
Discontinued operations - net cash used by operating activities | (0.1) | (0.8) |
Balance at the beginning of the period | 91.7 | 118.4 |
Balance at the end of the period | $ 35.8 | $ 114.3 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Principles of Consolidation — OM Group, Inc. (the “Company”, “we”, “our”, “us”) is a technology-driven industrial company serving attractive global markets, including automotive systems, electronic devices, aerospace and defense, industrial and medical. We use innovative technologies to address customers' complex applications and demanding requirements. Our strategy is to grow organically through product and application innovation and new market and customer development, to grow strategically through complementary acquisitions to build-out our growth platforms, and to maximize total stockholder returns 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. Certain financial data may have been rounded. As a result of such rounding, the totals of data presented in this document may vary slightly from the actual arithmetical totals of such data. On November 24, 2014, we completed the acquisition of Ener-Tek International, Inc., which operates under the brand name Yardney Technical Products ("Yardney"), and now operates as a part of our Battery Technologies business. Based in East Greenwich, Rhode Island, Yardney is a designer, developer and manufacturer of high-performance lithium-ion and silver-zinc cells and batteries for niche applications in the defense and aerospace markets. We funded the initial $24.6 million acquisition price through existing cash balances. During the six months ended June 30, 2015 , a post-closing working capital adjustment and an arbitration settlement with a former real property lessor resulted in a $ 2.2 million purchase price reduction, resulting in a purchase price of $22.4 million . These Unaudited Condensed Consolidated 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 our financial position at June 30, 2015 and the results of our income (loss), comprehensive income (loss) and cash flows for the six months ended June 30, 2015 and 2014 have been included. The balance sheet at December 31, 2014 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 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, 2014 . Pending Transaction On May 31, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with funds managed by Apollo Global Management, LLC (“Apollo Funds”) and Platform Specialty Products Corporation (“Platform”). Under the Merger Agreement, the Company will merge with an affiliate of Apollo Funds (the “Merger”). Immediately following the Merger, Apollo Funds will sell the Company’s electronic chemicals and photomasks businesses to Platform (the “Carve-out Transaction”). As a result of the Merger, each share of the Company’s common stock issued and outstanding immediately prior to the time of the Merger will be converted into the right to receive $34.00 per share in cash without interest (the “Merger Consideration”). The transactions are expected to be completed by the end of 2015. At the time of the Merger, each outstanding option to purchase shares of the Company’s common stock and each restricted share award will be deemed vested (at target level in the case of performance awards) and converted into the right to receive the Merger Consideration (less the exercise price in the case of options). The Merger Agreement contains certain termination rights by the Company, Apollo Funds and Platform. These rights include the Company's acceptance of a superior proposal from an "excluded party," which is defined as any entity from whom the Company has received a takeover proposal prior to or within 35 days after the signing of the Merger Agreement, at which time the Company would be required to pay a termination fee of $18.3 million . In the event the Merger Agreement is terminated for other reasons by the Company, including acceptance of a takeover proposal submitted by a non-excluded party, it may be required to pay a termination fee of $36.6 million . If the Merger Agreement is terminated due to the failure of Apollo Funds or Platform to obtain debt financing, Apollo Funds and/or Platform, as applicable, will be required to pay the Company a reverse termination fee equal to $62.7 million . If the Merger Agreement is terminated due to the failure to obtain certain regulatory approvals related to the Carve-out Transaction, Platform may be required to reimburse the Company and Apollo Funds for their respective fees and expenses in an aggregate amount up to $11.3 million . Consummation of the Merger is conditional upon customary closing conditions, including, among others, (1) adoption of the Merger Agreement by the stockholders of the Company at a meeting currently scheduled for August 10, 2015, and (2) expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") and other consents and approvals required under non-US applicable antitrust laws. On June 19, 2015 and on June 26, 2015, the FTC granted early termination of the waiting period under the HSR Act with respect to the Merger and the Carve-out Transaction, respectively. Several approvals from non-US regulatory parties are still outstanding. The Company has agreed to various covenants in the Merger Agreement, including, among other things, forgoing payment of its regular dividend during the period between execution of the Merger Agreement and the closing of the Merger. During the three and six months ended June 30, 2015 , we incurred $ 6.4 million and $ 7.8 million , respectively, of expenses related to the Merger, which are included within Selling, general and administrative expenses in the Statement of Consolidated Operations. For additional information about the Merger, please see our current reports on Form 8-K, filed with the SEC on June 1, 2015, and the Merger Agreement itself, which is attached as Exhibit 2.1 thereto, as well as the definitive proxy statement filed with the SEC on July 10, 2015 and our other current reports on Form 8-K filed with the SEC related to the Merger. |
Recently Issued Accounting Guid
Recently Issued Accounting Guidance | 6 Months Ended |
Jun. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance In April 2015, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2015-03, “Interest - Imputation of Interest” (“ASU 2015-03”) . The update amends the guidance for presenting deferred debt costs on the balance sheet and requires that the costs are recorded as a deduction from the carrying amount of debt. The amendments are effective for reporting periods beginning after December 15, 2015, and early adoption is permitted. We are currently assessing the impact the adoption of ASU 2015-03 and believe the impact will not be material to our financial position. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) . The update amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. On July 9, 2015 the FASB formally deferred the effective date one year, to reporting periods beginning after December 15, 2017. Early adoption is now allowed, but only after the original effective date of reporting periods beginning after December 15, 2016. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently assessing the impact the adoption of ASU 2014-09 may have on our results of operations or financial position. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2015 | |
Inventory, Net [Abstract] | |
Inventories | Inventories Inventories consist of the following: June 30, December 31, 2015 2014 Raw materials and supplies $ 69.0 $ 73.6 Work-in-process 115.3 118.1 Finished goods 34.5 36.7 $ 218.8 $ 228.4 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures (a) Acquisitions Yardney On November 24, 2014. we completed the acquisition of Yardney. Based in East Greenwich, Rhode Island, Yardney is a designer, developer and manufacturer of high-performance lithium-ion and silver-zinc cells and batteries for niche applications in the defense and aerospace markets. We funded the initial $24.6 million acquisition price through existing cash balances at the time of the acquisition. The balance sheet at the acquisition date was based on preliminary estimated purchase accounting. In the second quarter ended June 30, 2015, we finalized this accounting. During the six months ended June 30, 2015 we agreed the closing working capital with the seller and finalized an arbitration settlement with a former real property lessor which resulted in post-closing purchase price reductions of $ 2.2 million . The purchase price of $ 22.4 million , resulted in an allocation of $12.0 million of net assets, including $6.5 million of identifiable intangibles. The remaining $10.4 million was recorded as goodwill, which is not deductible for tax purposes. VAC Our Magnetic Technologies segment consists of VAC Holding GmbH ("VAC"), which we acquired in 2011. 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 and entered into arbitration with the seller to determine the outcome of the remaining withheld consideration. In December 2014, we withdrew one claim related to certain potential tax obligations and remitted a payment of $16.2 million to the seller of VAC and charged certain tax assessments related to pre-acquisition tax years of $1.6 million against the outstanding withholding liability. In March 2015, the arbitration decision was issued addressing the remaining declaratory actions we had undertaken in support of our indemnification claims and we remitted a payment of $52.5 million to the seller of VAC. The payment consisted of the remaining non-tax related withholding liability of $41.8 million and $10.7 million in charges associated with the arbitration conclusion, which included interest charges and legal fee reimbursement. The remainder of the purchase price of VAC payable to the seller of $4.1 million is tax related and will be resolved when all open tax examinations are completed by the tax authorities in the various jurisdictions, which we expect to occur in 2015. Due to the length of time over which these withholding liability payments are being made, these payments are classified as financing activities within the Unaudited Condensed Consolidated Statement of Cash Flows. (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 our cobalt refinery assets in Kokkola, Finland), and the transfer of our equity interests in the DRC-based joint venture, known as GTL. The sale agreement for the downstream portion of the business provides for potential future additional cash consideration of up to $110.0 million based on the business achieving certain revenue targets over a period of three years. Using our projected trends of cobalt prices and volumes, it is not probable that the business will meet the revenue targets, and no value was assigned to the potential future cash consideration while calculating the loss on the divestiture at December 31, 2014 and June 30, 2015 . Following the sale, to assist in the transition of the downstream business, we entered into an agreement with the buyer to act as intermediary in a cobalt feed supply agreement between GTL and the buyer, in back-to-back arrangements for a period of two years. The supply agreement terminated as of March 31, 2015 and all related activity under the agreement was completed in the second quarter of 2015, including the payment of a $1.0 million performance bonus to us. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Instruments [Abstract] | |
Debt | Debt On September 4, 2013, we entered into a five -year Senior Secured Revolving Credit Facility (the "Facility”), and terminated our previous credit facility dated August 2, 2011 that was scheduled to expire in August 2016. The 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 Facility 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 Facility matures on September 4, 2018. The obligations of the Company under the Facility are guaranteed by certain of the Company’s material U.S. subsidiaries. The obligations of Harko and VAC under the 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 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 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 Facility will be at our 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 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 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 governing the Facility. As of June 30, 2015 , we had $ 2.4 million outstanding under the Facility and were in compliance with all Facility covenants. |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedges, Assets [Abstract] | |
Derivative Instruments | Derivative Instruments Commodity Price Risk In March 2015, 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 2015 and 2016 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 and the liability had a fair value of $0.5 million at June 30, 2015 . 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 were designated as cash flow hedges for accounting purposes and were settled during the second quarter 2014. There was no hedge ineffectiveness in the six months ended June 30, 2015 or 2014 for these hedges. |
Fair Value Disclosures
Fair Value Disclosures | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value, Assets, Liabilities and Stockholders' Equity 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 Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Description June 30, 2015 (Level 1) (Level 2) (Level 3) Liabilities: Contingent consideration payable $ 1.4 $ — $ — $ 1.4 Commodity contract derivatives 0.5 — 0.5 — $ 1.9 $ — $ 0.5 $ 1.4 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 2014 or 2015 . The following table summarizes changes in Level 3 liabilities measured at fair value on a recurring basis: Contingent Consideration Fair Value at December 31, 2014 $ 1.4 Accretion expense 0.1 Foreign exchange (0.1 ) Fair Value at June 30, 2015 $ 1.4 We acquired Rahu on December 22, 2011. The purchase price included contingent consideration of up to an additional €20.0 million ( $22.4 million at June 30, 2015 ) 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. The Facility had a carrying value of $2.4 million and $12.5 million at June 30, 2015 and December 31, 2014, respectively, and is the approximate fair value due to the the short-term nature of the instrument. Derivative instruments are recorded at fair value and immaterial as of June 30, 2015 . |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. Our major tax jurisdictions include 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. 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. The Company recorded a decrease in uncertain tax positions for the three and six months ended June 30, 2015 of $5.0 million as a result of an effective settlement at VAC, which is included as an income tax benefit for the period. A corresponding write-off of a $5.0 million long-term indemnification receivable was recorded in Other income (expense), net for the three and six months ended June 30, 2015 , resulting in no impact on net income or earnings per share. Income (loss) from continuing operations before income tax consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 United States $ (7.0 ) $ 0.6 $ (15.9 ) $ (2.3 ) Outside the United States 0.2 6.3 (6.0 ) 15.8 Income (loss) from continuing operations before income tax $ (6.8 ) $ 6.9 $ (21.9 ) $ 13.5 Effective Income Tax Rate (a) 25.8 % (a) 23.3 % (a) not meaningful The effective income tax rates for the three months and six months ended June 30, 2015 were impacted by special charges that have no tax benefits, including expenses related to the Merger described in Note 1 and the write-off of the tax indemnification receivable at VAC discussed above, as well as certain tax discrete items, including the decrease of uncertain tax positions discussed above. Prior year income tax rate for the three and six months ended June 30, 2014 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, Malaysia and Taiwan) and our financing structure, partially offset by losses in certain jurisdictions (including the U.S.) with no corresponding tax benefit. |
Defined Benefit Plans
Defined Benefit Plans | 6 Months Ended |
Jun. 30, 2015 | |
Pension and Other Postretirement Benefit Expense [Abstract] | |
Defined Benefit Plans | Defined Benefit Plans At June 30, 2015 and December 31, 2014 , we had pension liabilities of $237.2 million and $253.1 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 June 30, Six Months Ended June 30, 2015 2014 2015 2014 Service cost $ 0.3 $ 0.3 $ 0.6 $ 0.6 Interest cost 1.9 2.3 3.7 4.7 Amortization of unrecognized net loss (0.2 ) 0.1 0.2 0.2 Expected return on plan assets (2.3 ) (2.6 ) (4.5 ) (5.1 ) Total expense $ (0.3 ) $ 0.1 $ — $ 0.4 Set forth below is a detail of the net periodic pension expense for the VAC defined benefit plans: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Service cost $ 1.4 $ 1.7 $ 2.9 $ 3.4 Interest cost 0.8 1.5 1.6 3.1 Amortization of unrecognized net loss 0.6 0.3 1.2 0.5 Total expense $ 2.8 $ 3.5 $ 5.7 $ 7.0 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income Loss | Accumulated Other Comprehensive Loss (a) Changes in Accumulated Other Comprehensive Loss by Component Foreign Currency Translation Unrealized Loss on Cash Flow Hedging Derivatives, net of tax Pension and Post-Retirement Obligation, net of tax Accumulated Other Comprehensive Loss Beginning Balance at January 1, 2015 $ (87.2 ) — (70.6 ) (157.8 ) Other comprehensive loss before reclassifications (25.3 ) (0.4 ) — (25.7 ) Amounts reclassified from accumulated other comprehensive loss (3.5 ) — 1.6 (1.9 ) Net current-period other comprehensive income (loss) (28.8 ) (0.4 ) 1.6 (27.6 ) Ending balance at June 30, 2015 $ (116.0 ) $ (0.4 ) (69.0 ) $ (185.4 ) (b) Reclassifications out of Accumulated Other Comprehensive Loss Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Statement Where Net Income is Presented Foreign currency translation $ (3.5 ) Other income (expense), net Pension and post-retirement obligation $ 1.6 Selling, general and administrative expenses |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, Six Months Ended June 30, 2015 2014 2015 2014 Amounts attributable to OM Group, Inc. common stockholders: Income (loss) from continuing operations, net of tax $ 8.4 $ 5.1 $ (2.8 ) $ 10.4 Earnings (loss) per common share - basic: Income (loss) from continuing operations $ 0.28 $ 0.16 $ (0.09 ) $ 0.33 Earnings (loss) per common share - assuming dilution: Income (loss) from continuing operations $ 0.27 $ 0.16 $ (0.09 ) $ 0.33 Weighted average shares outstanding — basic 30.4 31.5 30.4 31.5 Dilutive effect of stock options and restricted stock 0.3 0.3 — 0.4 Weighted average shares outstanding — assuming dilution 30.7 31.8 30.4 31.9 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 June 30, Six Months Ended June 30, 2015 2014 2015 2014 Amounts attributable to OM Group, Inc. common stockholders: Net income (loss) $ 8.3 $ 4.8 $ (2.8 ) $ 10.1 Earnings (loss) per common share - basic: Net income (loss) $ 0.28 $ 0.15 $ (0.09 ) $ 0.32 Earnings per common share - assuming dilution: Net income (loss) $ 0.27 $ 0.15 $ (0.09 ) $ 0.31 Weighted average shares outstanding — basic 30.4 31.5 30.4 31.5 Dilutive effect of stock options and restricted stock 0.3 0.3 — 0.4 Weighted average shares outstanding — assuming dilution 30.7 31.8 30.4 31.9 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 each of the three and six months ended June 30, 2015 and 2014, stock options to purchase 0.1 million shares 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. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
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 Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Stock options and restricted stock awards $ 2.3 $ 1.7 $ 5.3 $ 3.9 Restricted stock unit awards 0.2 — 0.3 0.2 Share-based compensation expense - employees $ 2.5 $ 1.7 $ 5.6 $ 4.1 Share-based compensation expense - non-employee directors $ 0.1 $ 0.1 $ 0.3 $ 0.3 No tax benefit for share-based compensation was realized during the first three and six months ended June 30, 2015 and 2014 as a result of a valuation allowance against the deferred tax assets. At June 30, 2015 , there was $10.4 million of unrecognized compensation expense related to unvested share-based awards. That cost is expected to be recognized as follows: $3.5 million in the remaining six months of 2015, $4.3 million in 2016, and $2.6 million in 2017 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 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 subsequent to May 13, 2014, the 2014 Equity and Incentive Compensation Plan (the "2014 Plan") provides that shares are to be valued at the closing sale price of the Company’s common stock on the New York Stock Exchange ("NYSE") on the last trading date of the quarter. Pursuant to the 2014 Plan, we issued 3,744 and 8,147 shares in the three and six months ended June 30, 2015 . For purposes of determining the number of shares of common stock to be issued prior to May 13, 2014, the 2007 Incentive Compensation Plan (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 the 2007 Plan, we issued 3,976 and 7,084 shares in the three and six months ended June 30, 2014 to non-employee directors. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Following the announcement of the Merger and Carve-Out Transaction described in Note 1, six putative class action lawsuits were filed in the Court of Chancery of the State of Delaware. The actions subsequently were consolidated, and the case is proceeding as In re OM Group, Inc. Stockholders Litigation, C.A. No. 11216-VCN. The operative complaint, originally filed in one of the constituent actions (City of Sarasota Firefighters’ Pension Fund v. Apollo Global Management, LLC, et al., C.A. No. 11249) generally alleges, among other things, that the directors of the Company breached their fiduciary duties to OM Group stockholders by engaging in a flawed sales process, agreeing to a price that does not adequately compensate OM Group stockholders, agreeing to certain unfair deal protection terms and failing to disclose certain information to investors. Following expedited discovery, plaintiffs determined not to move for a preliminary injunction. We believe that the allegations lack merit and we intend to defend the lawsuit vigorously. In July 2015, we substantially completed negotiations with the employee works council and union in Germany with respect to competitive repositioning and cost optimization in our Magnetic Technologies business. At this time, implementation plans have not been completed, and as such, potential costs cannot be determined. We have potential contingent liabilities with respect to environmental matters related to our former operations in Brazil 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 and validated. 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 current 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 | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting Information, Profit (Loss) [Abstract] | |
Reportable Segments | Reportable Segments We determine our segments based on how the chief operating decision maker makes decisions about allocating resources to segments and measuring their performance. We operate and report our results in four operating segments: Magnetic Technologies, Battery Technologies, Specialty Chemicals and Advanced Materials. Intersegment transactions are immaterial and 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 June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net sales Magnetic Technologies $ 109.9 $ 130.9 $ 214.2 $ 260.1 Battery Technologies 42.7 41.0 82.4 81.5 Specialty Chemicals 74.2 81.9 149.3 158.8 Advanced Materials 1.6 43.7 30.3 58.8 $ 228.4 $ 297.5 $ 476.2 $ 559.2 Operating profit (loss) Magnetic Technologies (a) $ 0.5 $ 3.2 $ (0.1 ) $ 8.9 Battery Technologies (b) (c) 5.2 8.1 8.2 14.5 Specialty Chemicals (a) (d) 7.8 8.5 14.1 15.9 Advanced Materials 0.5 (2.5 ) (0.3 ) (3.5 ) Corporate (a) (e) (14.7 ) (7.4 ) (27.2 ) (17.4 ) $ (0.7 ) $ 9.9 $ (5.3 ) $ 18.4 Interest expense $ (0.6 ) $ (0.6 ) $ (1.2 ) $ (1.3 ) Foreign exchange gain (loss) 0.3 (0.9 ) (4.1 ) (1.2 ) Gain (loss) on divestiture of Advanced Materials business — (0.8 ) 2.0 (1.0 ) Charges associated with VAC arbitration conclusion — — (10.4 ) — Other income (expense), net (5.8 ) (0.7 ) (2.9 ) (1.4 ) Income (loss) from continuing operations before income taxes $ (6.8 ) $ 6.9 $ (21.9 ) $ 13.5 Expenditures for property, plant & equipment Magnetic Technologies $ 3.8 $ 6.0 $ 7.5 $ 7.7 Battery Technologies 0.8 0.5 1.4 1.4 Specialty Chemicals 1.3 1.0 1.7 1.5 Corporate — 0.1 — 0.2 $ 5.9 $ 7.6 $ 10.6 $ 10.8 Depreciation and amortization Magnetic Technologies $ 8.4 $ 11.9 $ 17.0 $ 23.7 Battery Technologies 2.9 2.6 5.9 5.1 Specialty Chemicals 3.3 3.5 6.5 7.1 Corporate 0.2 0.3 0.3 0.5 $ 14.8 $ 18.3 $ 29.7 $ 36.4 (a) The three and six months ended June 30, 2015 included costs related to enterprise initiatives, including fees related to a proxy contest and competitive repositioning and cost optimization opportunities announced on February 18, 2015 of $0.8 million and $1.4 million in Magnetic Technologies, $1.2 million and $2.1 million in Specialty Chemicals, and $0.3 million and $0.8 million in Corporate, respectively. Certain of these opportunities are subject to ongoing negotiations with employee works councils and unions. (b) The six months ended June 30, 2015 includes costs related to inventory purchase accounting step-up charges of $1.0 million related to the Yardney acquisition in Battery Technologies. (c) In the fourth quarter of 2014, Battery Technologies entered into a research and development ("R&D") contract with the U.S. Government. The contract is a “best efforts” cost-sharing agreement and calls for Battery Technologies to develop a production line for lithium-ion batteries from October 2014 through June 2017. The total expected costs to build the production line are approximately $29.0 million , a significant majority of which is expected to be reimbursed by the U.S. Government under the terms of the contract. During the three and six months ended June 30, 2015, Battery Technologies incurred $1.2 million and $2.6 million of expenses and requested reimbursement for $1.1 million and $2.4 million of these expenses, which are recorded net within Selling, general and administrative expenses. (d) The three and six months ended June 30, 2014 included costs related to cost reduction initiatives of $0.4 million in Specialty Chemicals. (e) The three and six months ended June 30, 2015 included fees related to the Merger of $6.4 million and $7.8 million in Corporate. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation — OM Group, Inc. (the “Company”, “we”, “our”, “us”) is a technology-driven industrial company serving attractive global markets, including automotive systems, electronic devices, aerospace and defense, industrial and medical. We use innovative technologies to address customers' complex applications and demanding requirements. Our strategy is to grow organically through product and application innovation and new market and customer development, to grow strategically through complementary acquisitions to build-out our growth platforms, and to maximize total stockholder returns 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. |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance In April 2015, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2015-03, “Interest - Imputation of Interest” (“ASU 2015-03”) . The update amends the guidance for presenting deferred debt costs on the balance sheet and requires that the costs are recorded as a deduction from the carrying amount of debt. The amendments are effective for reporting periods beginning after December 15, 2015, and early adoption is permitted. We are currently assessing the impact the adoption of ASU 2015-03 and believe the impact will not be material to our financial position. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) . The update amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. On July 9, 2015 the FASB formally deferred the effective date one year, to reporting periods beginning after December 15, 2017. Early adoption is now allowed, but only after the original effective date of reporting periods beginning after December 15, 2016. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently assessing the impact the adoption of ASU 2014-09 may have on our results of operations or financial position. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory, Net [Abstract] | |
Inventories | Inventories consist of the following: June 30, December 31, 2015 2014 Raw materials and supplies $ 69.0 $ 73.6 Work-in-process 115.3 118.1 Finished goods 34.5 36.7 $ 218.8 $ 228.4 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value, Assets, Liabilities and Stockholders' Equity 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 Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Description June 30, 2015 (Level 1) (Level 2) (Level 3) Liabilities: Contingent consideration payable $ 1.4 $ — $ — $ 1.4 Commodity contract derivatives 0.5 — 0.5 — $ 1.9 $ — $ 0.5 $ 1.4 |
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 December 31, 2014 $ 1.4 Accretion expense 0.1 Foreign exchange (0.1 ) Fair Value at June 30, 2015 $ 1.4 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income (Loss) From Continuing Operations Before Income Tax Expense | Income (loss) from continuing operations before income tax consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 United States $ (7.0 ) $ 0.6 $ (15.9 ) $ (2.3 ) Outside the United States 0.2 6.3 (6.0 ) 15.8 Income (loss) from continuing operations before income tax $ (6.8 ) $ 6.9 $ (21.9 ) $ 13.5 Effective Income Tax Rate (a) 25.8 % (a) 23.3 % (a) not meaningful |
Defined Benefit Plans (Tables)
Defined Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, Six Months Ended June 30, 2015 2014 2015 2014 Service cost $ 0.3 $ 0.3 $ 0.6 $ 0.6 Interest cost 1.9 2.3 3.7 4.7 Amortization of unrecognized net loss (0.2 ) 0.1 0.2 0.2 Expected return on plan assets (2.3 ) (2.6 ) (4.5 ) (5.1 ) Total expense $ (0.3 ) $ 0.1 $ — $ 0.4 |
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 June 30, Six Months Ended June 30, 2015 2014 2015 2014 Service cost $ 1.4 $ 1.7 $ 2.9 $ 3.4 Interest cost 0.8 1.5 1.6 3.1 Amortization of unrecognized net loss 0.6 0.3 1.2 0.5 Total expense $ 2.8 $ 3.5 $ 5.7 $ 7.0 |
Accumulated Other Comprehensi26
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in Accumulated Other Comprehensive Loss by Component Foreign Currency Translation Unrealized Loss on Cash Flow Hedging Derivatives, net of tax Pension and Post-Retirement Obligation, net of tax Accumulated Other Comprehensive Loss Beginning Balance at January 1, 2015 $ (87.2 ) — (70.6 ) (157.8 ) Other comprehensive loss before reclassifications (25.3 ) (0.4 ) — (25.7 ) Amounts reclassified from accumulated other comprehensive loss (3.5 ) — 1.6 (1.9 ) Net current-period other comprehensive income (loss) (28.8 ) (0.4 ) 1.6 (27.6 ) Ending balance at June 30, 2015 $ (116.0 ) $ (0.4 ) (69.0 ) $ (185.4 ) |
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | Reclassifications out of Accumulated Other Comprehensive Loss Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Statement Where Net Income is Presented Foreign currency translation $ (3.5 ) Other income (expense), net Pension and post-retirement obligation $ 1.6 Selling, general and administrative expenses |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, Six Months Ended June 30, 2015 2014 2015 2014 Amounts attributable to OM Group, Inc. common stockholders: Income (loss) from continuing operations, net of tax $ 8.4 $ 5.1 $ (2.8 ) $ 10.4 Earnings (loss) per common share - basic: Income (loss) from continuing operations $ 0.28 $ 0.16 $ (0.09 ) $ 0.33 Earnings (loss) per common share - assuming dilution: Income (loss) from continuing operations $ 0.27 $ 0.16 $ (0.09 ) $ 0.33 Weighted average shares outstanding — basic 30.4 31.5 30.4 31.5 Dilutive effect of stock options and restricted stock 0.3 0.3 — 0.4 Weighted average shares outstanding — assuming dilution 30.7 31.8 30.4 31.9 |
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 June 30, Six Months Ended June 30, 2015 2014 2015 2014 Amounts attributable to OM Group, Inc. common stockholders: Net income (loss) $ 8.3 $ 4.8 $ (2.8 ) $ 10.1 Earnings (loss) per common share - basic: Net income (loss) $ 0.28 $ 0.15 $ (0.09 ) $ 0.32 Earnings per common share - assuming dilution: Net income (loss) $ 0.27 $ 0.15 $ (0.09 ) $ 0.31 Weighted average shares outstanding — basic 30.4 31.5 30.4 31.5 Dilutive effect of stock options and restricted stock 0.3 0.3 — 0.4 Weighted average shares outstanding — assuming dilution 30.7 31.8 30.4 31.9 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Stock options and restricted stock awards $ 2.3 $ 1.7 $ 5.3 $ 3.9 Restricted stock unit awards 0.2 — 0.3 0.2 Share-based compensation expense - employees $ 2.5 $ 1.7 $ 5.6 $ 4.1 Share-based compensation expense - non-employee directors $ 0.1 $ 0.1 $ 0.3 $ 0.3 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting Information, Profit (Loss) [Abstract] | |
Results of Reportable Segments | The following table reflects the results of our reportable segments: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net sales Magnetic Technologies $ 109.9 $ 130.9 $ 214.2 $ 260.1 Battery Technologies 42.7 41.0 82.4 81.5 Specialty Chemicals 74.2 81.9 149.3 158.8 Advanced Materials 1.6 43.7 30.3 58.8 $ 228.4 $ 297.5 $ 476.2 $ 559.2 Operating profit (loss) Magnetic Technologies (a) $ 0.5 $ 3.2 $ (0.1 ) $ 8.9 Battery Technologies (b) (c) 5.2 8.1 8.2 14.5 Specialty Chemicals (a) (d) 7.8 8.5 14.1 15.9 Advanced Materials 0.5 (2.5 ) (0.3 ) (3.5 ) Corporate (a) (e) (14.7 ) (7.4 ) (27.2 ) (17.4 ) $ (0.7 ) $ 9.9 $ (5.3 ) $ 18.4 Interest expense $ (0.6 ) $ (0.6 ) $ (1.2 ) $ (1.3 ) Foreign exchange gain (loss) 0.3 (0.9 ) (4.1 ) (1.2 ) Gain (loss) on divestiture of Advanced Materials business — (0.8 ) 2.0 (1.0 ) Charges associated with VAC arbitration conclusion — — (10.4 ) — Other income (expense), net (5.8 ) (0.7 ) (2.9 ) (1.4 ) Income (loss) from continuing operations before income taxes $ (6.8 ) $ 6.9 $ (21.9 ) $ 13.5 Expenditures for property, plant & equipment Magnetic Technologies $ 3.8 $ 6.0 $ 7.5 $ 7.7 Battery Technologies 0.8 0.5 1.4 1.4 Specialty Chemicals 1.3 1.0 1.7 1.5 Corporate — 0.1 — 0.2 $ 5.9 $ 7.6 $ 10.6 $ 10.8 Depreciation and amortization Magnetic Technologies $ 8.4 $ 11.9 $ 17.0 $ 23.7 Battery Technologies 2.9 2.6 5.9 5.1 Specialty Chemicals 3.3 3.5 6.5 7.1 Corporate 0.2 0.3 0.3 0.5 $ 14.8 $ 18.3 $ 29.7 $ 36.4 |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | May. 31, 2015 | Nov. 24, 2014 | Jun. 30, 2015 | Jun. 30, 2015 |
Related Party Transaction [Line Items] | ||||
Merger Agreement, Share Price | $ 34 | |||
Excluded party termination fee | $ 18.3 | |||
Non-excluded party termination fee | 36.6 | |||
Reverse termination fee | 62.7 | |||
Termination fee maximum | $ 11.3 | |||
Battery Technologies [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchase price total cash consideration | $ 24.6 | $ 22.4 | ||
Purchase price reduction | 2.2 | |||
Selling, General and Administrative Expenses [Member] | ||||
Related Party Transaction [Line Items] | ||||
Merger fees | $ 6.4 | $ 7.8 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory, Net [Abstract] | ||
Raw materials and supplies | $ 69 | $ 73.6 |
Work-in-process | 115.3 | 118.1 |
Finished goods | 34.5 | 36.7 |
Inventories, total | $ 218.8 | $ 228.4 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Narrative) (Details) - USD ($) $ in Millions | Nov. 24, 2014 | Mar. 29, 2013 | Aug. 02, 2011 | Aug. 02, 2011 | Mar. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2013 | Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 |
Business Acquisition [Line Items] | ||||||||||
Payments for purchase price payable to seller | $ 41.8 | $ 0 | ||||||||
Reduction of purchase price payable to seller | $ 2.2 | $ 0 | ||||||||
Advanced Materials [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Potential earn-out income | $ 110 | |||||||||
Potential earn-out payment period | 3 years | |||||||||
Period of continuing involvement after disposal | 2 years | |||||||||
Performance bonus | $ 1 | |||||||||
VAC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price total cash consideration | $ 812.2 | |||||||||
Cash consideration paid for business acquisition | 686.2 | $ 52.5 | ||||||||
Purchase price of VAC Holding payable to seller | 86.3 | $ 86.3 | 4.1 | $ 4.1 | ||||||
Shares issued in connection with acquisition of VAC Holding | $ 39.7 | $ 39.7 | ||||||||
Period from closing date of acquisition relating to the withheld consideration | 2 years | |||||||||
Payments for purchase price payable to seller | 41.8 | $ 16.2 | $ 23 | |||||||
Reduction of purchase price payable to seller | $ 1.6 | |||||||||
Payments for interest and legal costs related to payable to seller | $ 10.7 | |||||||||
Battery Technologies [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price total cash consideration | $ 24.6 | 22.4 | ||||||||
Purchase price reduction | 2.2 | |||||||||
Allocation of net assets | 12 | $ 12 | ||||||||
Identifiable intangible assets | 6.5 | |||||||||
Goodwill acquired | $ 10.4 |
Debt (Details)
Debt (Details) - USD ($) | Sep. 04, 2013 | Jun. 30, 2015 |
Line of Credit Facility [Line Items] | ||
Line of credit facility amount outstanding | $ 2,400,000 | |
Senior Secured Revolving Credit New Facility [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 | |
Percentage pledged by voting capital stock of certain foreign subsidiaries | 65.00% | |
Percentage pledged by voting capital stock subject to certain exceptions | 100.00% | |
Senior Secured Revolving Credit New Facility [Member] | Federal Funds Rate [Member] | Adjusted Base Rate Advances [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Senior Secured Revolving Credit New Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | Variable Spread [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.125% | |
Senior Secured Revolving Credit New Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | Variable Spread [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 2.00% | |
Senior Secured Revolving Credit New Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Adjusted Base Rate Advances [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.00% | |
Senior Secured Revolving Credit New Facility [Member] | Applicable Margin [Member] | Adjusted Base Rate Advances [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 0.125% | |
Senior Secured Revolving Credit New Facility [Member] | Applicable Margin [Member] | Adjusted Base Rate Advances [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.00% |
Derivative Instruments (Narrati
Derivative Instruments (Narrative) (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Derivative Instruments and Hedges, Assets [Abstract] | ||
Derivative fair value | $ 500,000 | |
Hedge ineffectiveness recorded to income | $ 0 | $ 0 |
Fair Value Disclosures (Details
Fair Value Disclosures (Details) € in Millions | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2015EUR (€) | Jun. 30, 2015USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||||
Transfer into or out of fair value measurement levels 1 and 2 | $ 0 | $ 0 | ||
Transfer into or out of fair value measurement level 3 | $ 0 | 0 | ||
Long-term debt | $ 12,500,000 | 2,400,000 | ||
Rahu Catalytics Limited [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||||
Contingent consideration based on achieving target volumes | 15 years | |||
Volume Targets [Member] | Rahu Catalytics Limited [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||||
Contingent consideration amounts based on certain volume targets | € 20 | 22,400,000 | ||
Fair Value, Measurements, Recurring [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||||
Contingent consideration payable | 1,900,000 | |||
Fair Value, Measurements, Recurring [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||||
Contingent consideration payable | 0 | |||
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||||
Contingent consideration payable | 500,000 | |||
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||||
Contingent consideration payable | 1,400,000 | |||
Fair Value, Measurements, Recurring [Member] | Contingent Consideration [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||||
Contingent consideration payable | 1,400,000 | |||
Fair Value, Measurements, Recurring [Member] | Contingent Consideration [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||||
Contingent consideration payable | 0 | |||
Fair Value, Measurements, Recurring [Member] | Contingent Consideration [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||||
Contingent consideration payable | 0 | |||
Fair Value, Measurements, Recurring [Member] | Contingent Consideration [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||||
Contingent consideration payable | 1,400,000 | |||
Fair Value, Measurements, Recurring [Member] | Commodity Contract [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||||
Commodity contract derivatives | 500,000 | |||
Fair Value, Measurements, Recurring [Member] | Commodity Contract [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||||
Commodity contract derivatives | 0 | |||
Fair Value, Measurements, Recurring [Member] | Commodity Contract [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||||
Commodity contract derivatives | 500,000 | |||
Fair Value, Measurements, Recurring [Member] | Commodity Contract [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||||
Commodity contract derivatives | $ 0 |
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] $ in Millions | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair Value at December 31, 2014 | $ 1.4 |
Accretion expense | 0.1 |
Foreign exchange | (0.1) |
Fair Value at June 30, 2015 | $ 1.4 |
Income Taxes Income Taxes (Narr
Income Taxes Income Taxes (Narrative) (Details) (Details) - Jun. 30, 2015 - USD ($) $ in Millions | Total | Total |
Income Tax Disclosure [Abstract] | ||
Decrease in uncertain tax position | $ 5 | $ 5 |
Income tax receivable write off | $ 5 | $ 5 |
Income Taxes (Income (Loss) Fro
Income Taxes (Income (Loss) From Continuing Operations Before Income Tax Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income (loss) from continuing operations before income tax expense: | ||||
United States | $ (7) | $ 0.6 | $ (15.9) | $ (2.3) |
Outside the United States | 0.2 | 6.3 | (6) | 15.8 |
Income (loss) from continuing operations before income tax | $ (6.8) | $ 6.9 | $ (21.9) | $ 13.5 |
Effective Income Tax Rate | 25.80% | 23.30% |
Defined Benefit Plans (Narrativ
Defined Benefit Plans (Narrative) (Details) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | ||
Pension liabilities | $ 229.4 | $ 244.4 |
VAC [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension liabilities | $ 237.2 | $ 253.1 |
Defined Benefit Plans (Schedule
Defined Benefit Plans (Schedule of Net Benefit Costs and Amounts Recognized in Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
U.S. Pension Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 0.3 | $ 0.3 | $ 0.6 | $ 0.6 |
Interest cost | 1.9 | 2.3 | 3.7 | 4.7 |
Amortization of unrecognized net loss | (0.2) | 0.1 | 0.2 | 0.2 |
Expected return on plan assets | (2.3) | (2.6) | (4.5) | (5.1) |
Total expense | (0.3) | 0.1 | 0 | 0.4 |
Non-U.S. Pension Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 1.4 | 1.7 | 2.9 | 3.4 |
Interest cost | 0.8 | 1.5 | 1.6 | 3.1 |
Amortization of unrecognized net loss | 0.6 | 0.3 | 1.2 | 0.5 |
Total expense | $ 2.8 | $ 3.5 | $ 5.7 | $ 7 |
Accumulated Other Comprehensi41
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning Balance at January 1, 2015 | $ (157.8) | |||
Other comprehensive loss before reclassifications | (25.7) | |||
Amounts reclassified from accumulated other comprehensive loss | (1.9) | |||
Net change in accumulated other comprehensive loss | $ 19.8 | $ (1.1) | (27.6) | $ (2.8) |
Ending balance at June 30, 2015 | (185.4) | (185.4) | ||
Foreign currency translation | 0.3 | $ (0.9) | (4.1) | $ (1.2) |
Foreign Currency Translation [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning Balance at January 1, 2015 | (87.2) | |||
Other comprehensive loss before reclassifications | (25.3) | |||
Amounts reclassified from accumulated other comprehensive loss | (3.5) | |||
Net change in accumulated other comprehensive loss | (28.8) | |||
Ending balance at June 30, 2015 | (116) | (116) | ||
Foreign Currency Translation [Member] | Amount of Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Foreign currency translation | (3.5) | |||
Unrealized Loss on Cash Flow Hedging Derivatives, net of tax [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning Balance at January 1, 2015 | 0 | |||
Other comprehensive loss before reclassifications | (0.4) | |||
Amounts reclassified from accumulated other comprehensive loss | 0 | |||
Net change in accumulated other comprehensive loss | (0.4) | |||
Ending balance at June 30, 2015 | (0.4) | (0.4) | ||
Pension and Post-Retirement Obligation, net of tax [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning Balance at January 1, 2015 | (70.6) | |||
Other comprehensive loss before reclassifications | 0 | |||
Amounts reclassified from accumulated other comprehensive loss | 1.6 | |||
Net change in accumulated other comprehensive loss | 1.6 | |||
Ending balance at June 30, 2015 | $ (69) | $ (69) |
Earnings (Loss) Per Share (Comp
Earnings (Loss) Per Share (Computation Of Basic And Diluted Income Per Common Share From Continuing Operations) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Income (loss) from continuing operations, net of tax | $ 8.4 | $ 5.1 | $ (2.8) | $ 10.4 |
Earnings (loss) per common share: | ||||
Income (loss) from continuing operations (in dollars per share) | $ 0.28 | $ 0.16 | $ (0.09) | $ 0.33 |
Income (loss) from continuing operations (in dollars per share) | $ 0.27 | $ 0.16 | $ (0.09) | $ 0.33 |
Weighted average shares outstanding - basic (in shares) | 30.4 | 31.5 | 30.4 | 31.5 |
Dilutive effect of stock options and restricted stock (in shares) | 0.3 | 0.3 | 0 | 0.4 |
Weighted average shares outstanding - assuming dilution (in shares) | 30.7 | 31.8 | 30.4 | 31.9 |
Earnings (Loss) Per Share (Co43
Earnings (Loss) Per Share (Computation Of Basic And Diluted Net Income Per Common Share) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ 8.3 | $ 4.8 | $ (2.8) | $ 10.1 |
Earnings (loss) per common share: | ||||
Net income (loss) (in dollars per share) | $ 0.28 | $ 0.15 | $ (0.09) | $ 0.32 |
Net income (loss) (in dollars per share) | $ 0.27 | $ 0.15 | $ (0.09) | $ 0.31 |
Weighted average shares outstanding - basic (in shares) | 30.4 | 31.5 | 30.4 | 31.5 |
Dilutive effect of stock options and restricted stock (in shares) | 0.3 | 0.3 | 0 | 0.4 |
Weighted average shares outstanding - assuming dilution (in shares) | 30.7 | 31.8 | 30.4 | 31.9 |
Earnings (Loss) Per Share (Non-
Earnings (Loss) Per Share (Non-Vested Share-Based Compensation Awards That Could Potentially Dilute Earnings Per Share) (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Non-vested share-based compensation awards not included in the fully diluted computation (in shares) | 0.1 | 0.1 | 0.1 | 0.1 |
Share-Based Compensation (Compe
Share-Based Compensation (Compensation Expense For Option Grants, Restricted Stock Awards And Restricted Stock Unit Awards) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Director [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.3 |
Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 2.5 | 1.7 | 5.6 | 4.1 |
Stock Options and Restricted Stock Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 2.3 | 1.7 | 5.3 | 3.9 |
Restricted Stock Unit Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 0.2 | $ 0 | $ 0.3 | $ 0.2 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Tax benefit for share-based compensation | $ 0 | $ 0 | $ 0 | $ 0 |
Director [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Quantity of securities issued | 3,744 | 3,976 | 8,147 | 7,084 |
Share-Based Compensation (Com47
Share-Based Compensation (Compensation Expense For Nonvested Share-Based Awards Expected To Be Recognized) (Details) $ in Millions | Jun. 30, 2015USD ($) |
Share-based Compensation [Abstract] | |
Unrecognized compensation expense | $ 10.4 |
Unrecognized compensation expense to be recognized in 2015 | 3.5 |
Unrecognized compensation expense to be recognized in 2016 | 4.3 |
Unrecognized compensation expense to be recognized in 2017 | $ 2.6 |
Reportable Segments (Results of
Reportable Segments (Results of Reportable Segments) (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 33 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)segment | Jun. 30, 2014USD ($) | Jun. 30, 2017USD ($) | ||
Segment Reporting Information [Line Items] | ||||||
Number of operating segments | segment | 4 | |||||
Net sales | ||||||
Net sales | $ 228.4 | $ 297.5 | $ 476.2 | $ 559.2 | ||
Operating profit (loss) | ||||||
Operating profit (loss) | (0.7) | 9.9 | (5.3) | 18.4 | ||
Interest expense | (0.6) | (0.6) | (1.2) | (1.3) | ||
Foreign exchange gain (loss) | 0.3 | (0.9) | (4.1) | (1.2) | ||
Gain (loss) on divestiture of Advanced Materials business | 0 | (0.8) | 2 | (1) | ||
Charges associated with VAC arbitration conclusion | 0 | 0 | (10.4) | 0 | ||
Other income (expense), net | (5.8) | (0.7) | (2.9) | (1.4) | ||
Income (loss) from continuing operations before income tax expense | (6.8) | 6.9 | (21.9) | 13.5 | ||
Expenditures for property, plant & equipment | ||||||
Expenditures for property, plant and equipment | 5.9 | 7.6 | 10.6 | 10.8 | ||
Depreciation and amortization | ||||||
Depreciation and amortization | 14.8 | 18.3 | 29.7 | 36.4 | ||
Cost reductions initiatives | 1.2 | |||||
Magnetic Technologies [Member] | ||||||
Net sales | ||||||
Net sales | 109.9 | 130.9 | 214.2 | 260.1 | ||
Operating profit (loss) | ||||||
Operating profit (loss) | [1] | 0.5 | 3.2 | (0.1) | 8.9 | |
Expenditures for property, plant & equipment | ||||||
Expenditures for property, plant and equipment | 3.8 | 6 | 7.5 | 7.7 | ||
Depreciation and amortization | ||||||
Depreciation and amortization | 8.4 | 11.9 | 17 | 23.7 | ||
Cost reductions initiatives | 0.8 | 1.4 | ||||
Battery Technologies [Member] | ||||||
Net sales | ||||||
Net sales | 42.7 | 41 | 82.4 | 81.5 | ||
Operating profit (loss) | ||||||
Operating profit (loss) | [2],[3] | 5.2 | 8.1 | 8.2 | 14.5 | |
Expenditures for property, plant & equipment | ||||||
Expenditures for property, plant and equipment | 0.8 | 0.5 | 1.4 | 1.4 | ||
Depreciation and amortization | ||||||
Depreciation and amortization | 2.9 | 2.6 | 5.9 | 5.1 | ||
Amount of inventory step-up amortization | 1 | |||||
Research and development arrangement with federal government costs incurred, gross | 1.2 | 2.6 | ||||
Research and development arrangement with federal government, customer funding to offset costs incurred | 1.1 | 2.4 | ||||
Battery Technologies [Member] | Scenario, Forecast [Member] | ||||||
Depreciation and amortization | ||||||
Research and development arrangement with federal government costs incurred, gross | $ 29 | |||||
Specialty Chemicals [Member] | ||||||
Net sales | ||||||
Net sales | 74.2 | 81.9 | 149.3 | 158.8 | ||
Operating profit (loss) | ||||||
Operating profit (loss) | [1] | 7.8 | 8.5 | 14.1 | 15.9 | |
Expenditures for property, plant & equipment | ||||||
Expenditures for property, plant and equipment | 1.3 | 1 | 1.7 | 1.5 | ||
Depreciation and amortization | ||||||
Depreciation and amortization | 3.3 | 3.5 | 6.5 | 7.1 | ||
Cost reductions initiatives | 2.1 | 0.4 | ||||
Advanced Materials [Member] | ||||||
Net sales | ||||||
Net sales | 1.6 | 43.7 | 30.3 | 58.8 | ||
Operating profit (loss) | ||||||
Operating profit (loss) | 0.5 | (2.5) | (0.3) | (3.5) | ||
Corporate [Member] | ||||||
Operating profit (loss) | ||||||
Operating profit (loss) | [1] | (14.7) | (7.4) | (27.2) | (17.4) | |
Expenditures for property, plant & equipment | ||||||
Expenditures for property, plant and equipment | 0 | 0.1 | 0 | 0.2 | ||
Depreciation and amortization | ||||||
Depreciation and amortization | 0.2 | $ 0.3 | 0.3 | $ 0.5 | ||
Cost reductions initiatives | 0.3 | 0.8 | ||||
Merger fees | $ 6.4 | $ 7.8 | ||||
[1] | enterprise initiatives, including fees related to a proxy contest and competitive repositioning and cost optimization opportunities announced on February 18, 2015 of $0.8 million and $1.4 million in Magnetic Technologies, $1.2 million and $2.1 million in Specialty Chemicals, and $0.3 million and $0.8 million in Corporate, respectively. | |||||
[2] | In the fourth quarter of 2014, Battery Technologies entered into a research and development ("R&D") contract with the U.S. Government. The contract is a “best efforts” cost-sharing agreement and calls for Battery Technologies to develop a production line for lithium-ion batteries from October 2014 through June 2017. The total expected costs to build the production line are approximately $29.0 million, a significant majority of which is expected to be reimbursed by the U.S. Government under the terms of the contract. During the three and six months ended June 30, 2015, Battery Technologies incurred $1.2 million and $2.6 million of expenses and requested reimbursement for $1.1 million and $2.4 million of these expenses, which are recorded net within Selling, general and administrative expenses. (d)The three and six months ended June 30, 2014 included costs related to cost reduction initiatives of $0.4 million in Specialty Chemicals.(e)The three and six months ended June 30, 2015 included fees related to the Merger of $6.4 million and $7.8 million in Corporate. | |||||
[3] | The six months ended June 30, 2015 includes costs related to inventory purchase accounting step-up charges of $1.0 million related to the Yardney acquisition in Battery Technologies. |