Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 17, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | GrafTech International LTD. | |
Entity Central Index Key | 931,148 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 137,302,959 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 14,505 | $ 17,550 |
Accounts and notes receivable, net of allowance for doubtful accounts of $7,471 as of December 31, 2014 and $6,582 as of March 31, 2015 | 121,686 | 162,919 |
Inventories | 375,633 | 382,903 |
Prepaid expenses and other current assets | 77,952 | 81,623 |
Total current assets | 589,776 | 644,995 |
Property, plant and equipment | 1,477,360 | 1,500,821 |
Less: accumulated depreciation | 842,689 | 846,781 |
Net property, plant and equipment | 634,671 | 654,040 |
Deferred income taxes | 17,116 | 16,819 |
Goodwill | 384,432 | 420,129 |
Other assets | 86,979 | 97,822 |
Total assets | 1,712,974 | 1,833,805 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 72,136 | 86,409 |
Short-term debt | 199,215 | 188,104 |
Accrued income and other taxes | 20,412 | 24,506 |
Rationalizations | 7,399 | 9,563 |
Other accrued liabilities | 31,252 | 43,319 |
Total current liabilities | 330,414 | 351,901 |
Long-term debt | 349,335 | 341,615 |
Other long-term obligations | 99,512 | 107,566 |
Deferred income taxes | 24,237 | 28,197 |
Stockholders' equity: | ||
Preferred stock, par value $.01, 10,000,000 shares authorized, none issued | 0 | 0 |
Common stock, par value $.01, 225,000,000 shares authorized, 152,821,011 shares issued as of December 31, 2014 and 153,050,285 shares issued as of March 31, 2015 | 1,532 | 1,528 |
Additional paid-in capital | 1,829,391 | 1,825,880 |
Accumulated other comprehensive loss | (357,733) | (336,524) |
Accumulated deficit | (324,176) | (245,751) |
Less: cost of common stock held in treasury, 15,922,729 shares as of December 31, 2014 and 15,877,371 shares as of March 31, 2015 | (238,881) | (239,811) |
Less: common stock held in employee benefit and compensation trusts, 80,967 shares as of December 31, 2014 and 72,679 shares as of March 31, 2015 | (657) | (796) |
Total stockholders' equity | 909,476 | 1,004,526 |
Total liabilities and stockholders' equity | $ 1,712,974 | $ 1,833,805 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts and notes receivable, net of allowance for doubtful accounts | $ 6,459 | $ 7,471 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 225,000,000 | 225,000,000 |
Common stock, shares issued | 153,050,285 | 152,821,011 |
Cost of common stock held in treasury, shares | 15,877,371 | 15,922,729 |
Common stock held in employee benefit and compensation trusts, shares | 72,679 | 80,967 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive Income - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||
Net sales | $ 372,333 | $ 564,975 |
Cost of sales | 335,631 | 521,328 |
Gross profit | 36,702 | 43,647 |
Research and development | 4,345 | 5,673 |
Selling and administrative expenses | 51,543 | 62,044 |
Rationalizations | 4,263 | 917 |
Impairments | 35,381 | 121,570 |
Operating loss | (58,830) | (146,557) |
Other expense (income), net | 1,092 | 753 |
Interest expense | 18,116 | 18,154 |
Interest income | (346) | (113) |
Loss before provision for income taxes | (77,692) | (165,351) |
(Benefit) provision for income taxes | 733 | 1,599 |
Net loss | $ (78,425) | $ (166,950) |
Basic loss per common share: | ||
Net loss per share | $ (0.57) | $ (1.23) |
Weighted average common shares outstanding | 137,112,630 | 135,713,004 |
Diluted loss income per common share: | ||
Net loss per share | $ (0.57) | $ (1.23) |
Weighted average common shares outstanding | 137,112,630 | 135,713,004 |
Other comprehensive income: | ||
Foreign currency translation adjustments | $ (22,096) | $ 2,147 |
Commodities and foreign currency derivatives and other, net of tax of $116 and ($154), respectively | 887 | 164 |
Other comprehensive income (loss), net of tax: | (21,209) | 2,311 |
Comprehensive loss | $ (99,634) | $ (164,639) |
Statements Of Comprehensive Inc
Statements Of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||
Commodities and foreign currency derivatives, net of tax of | $ (154) | $ 116 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flow from operating activities: | ||
Net loss | $ (78,425) | $ (166,950) |
Adjustments to reconcile net income to cash provided by operations: | ||
Depreciation and amortization | 39,384 | 66,507 |
Impairments | 35,381 | 121,570 |
Deferred income tax provision | (4,947) | (1,724) |
Post-retirement and pension plan changes | 2,252 | 3,093 |
Stock-based compensation | 2,628 | 2,752 |
Interest expense | 7,699 | 7,471 |
Other charges, net | (1,321) | 2,783 |
(Increase) decrease in working capital | 30,395 | 30,416 |
Increase in long-term assets and liabilities | (8,826) | (10,018) |
Net cash used in operating activities | 24,220 | 55,900 |
Cash flow from investing activities: | ||
Capital expenditures | (25,620) | (46,464) |
Proceeds from the sale of assets | 638 | 2,523 |
Payments for derivative instruments | (7,804) | (194) |
Insurance recoveries | 0 | 2,834 |
Net cash used in investing activities | (32,786) | (41,301) |
Cash flow from financing activities: | ||
Short-term debt borrowings (reductions), net | 4,506 | (1,019) |
Revolving Facility borrowings | 74,000 | 209,000 |
Revolving Facility reductions | (66,000) | (205,000) |
Principal payments on long-term debt | (67) | (126) |
Supply chain financing | 0 | (9,455) |
Proceeds from exercise of stock options | 0 | 2,813 |
Purchase of treasury shares | (63) | (435) |
Revolving Facility refinancing fees | (2,722) | (2,636) |
Other | (2,850) | 918 |
Net cash provided by financing activities | 6,804 | (5,940) |
Net (decrease) increase in cash and cash equivalents | (1,762) | 8,659 |
Effect of exchange rate changes on cash and cash equivalents | (1,283) | 181 |
Cash and cash equivalents at beginning of period | 17,550 | 11,888 |
Cash and cash equivalents at end of period | 14,505 | 20,728 |
Change in current assets: | ||
Accounts and notes receivable, net | 34,858 | 22,158 |
Inventories | 3,274 | 42,298 |
Prepaid expenses and other current assets | 6,238 | (18,660) |
Increase (decrease) in accounts payable and accruals | (11,806) | (284) |
Rationalizations | (2,183) | (15,076) |
Increase in interest payable | 14 | (20) |
(Increase) decrease in working capital | $ 30,395 | $ 30,416 |
Organization And Summary Of Sig
Organization And Summary Of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Organization And Summary Of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies A. Organization GrafTech International Ltd. (the "Company") is one of the world’s largest manufacturers and providers of high quality synthetic and natural graphite and carbon based products. References herein to “GTI,” “we,” “our,” or “us” refer collectively to GrafTech International Ltd. and its subsidiaries. We have seven major product categories: graphite electrodes, refractory products, needle coke products, advanced electronics technologies, advanced graphite materials, advanced composite materials and advanced materials, which are reported in the following segments: Industrial Materials includes graphite electrodes, refractory products, and needle coke products, and primarily serves the steel industry. Engineered Solutions includes advanced electronics technologies, advanced graphite materials, advanced composite materials and advanced materials, and provides primary and specialty products to the advanced electronics, industrial, energy, transportation and defense industries. B. Basis of Presentation The interim Consolidated Financial Statements are unaudited; however, in the opinion of management, they have been prepared in accordance with Rule 10-01 of Regulation S-X and in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The December 31, 2014 financial position data included herein was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014 (the “Annual Report”) but does not include all disclosures required by GAAP. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the accompanying notes, contained in the Annual Report. The unaudited consolidated financial statements reflect all adjustments (all of which are of a normal, recurring nature) which management considers necessary for a fair statement of financial position, results of operations, comprehensive income and cash flows for the interim period presented. The results for the interim periods are not necessarily indicative of results which may be expected for any other interim period or for the full year. C. New Accounting Standards In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605—Revenue Recognition and most industry-specific guidance throughout the Codification. This ASU requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is supposed to be effective for fiscal years beginning after December 15, 2016, and for interim periods within those fiscal years. On July 9, 2015, the FASB deferred the effective date to fiscal years beginning after December 15, 2017. We are in the process of assessing the impact of the adoption of ASU 2014-09 on the Company's financial position, results of operations and cash flows. On April 7, 2015, FASB issued ASU 2015-3, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2015. The Company had $9.7 million and $11.3 million of capitalized bank fees included within "Other Assets" on our consolidated balance sheets as of December 31, 2014 and June 30, 2015, respectively. |
Rationalizations and Impairment
Rationalizations and Impairments | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Rationalizations and Impairments | Rationalizations and Impairments Throughout 2013, 2014 and 2015 the Company undertook rationalization plans in order to streamline our organization and lower our production costs. The total rationalization and related charges incurred during the three and six months ended June 30, 2014 and 2015 are as follows: All Plans For the Three Months Ended June 30, 2014 For the Three Months Ended June 30, 2015 Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total (Dollars in thousands) Recorded in Cost of Sales Accelerated depreciation $ 3,832 $ 413 $ — $ 4,245 $ — $ — $ — $ — Inventory loss (148 ) 11,057 — 10,909 — 144 — 144 Fixed asset write-offs and other 4,403 131 — 4,534 413 1,072 — 1,485 Recorded in Research and Development Accelerated depreciation — — — — — — 319 319 Recorded in Selling and General Administrative Other 53 — — 53 400 292 (276 ) 416 Recorded in Rationalizations Severance and related costs 304 — — 304 104 1,641 (130 ) 1,615 Contract terminations 527 — — 527 — 154 — 154 Total $ 8,971 $ 11,601 $ — $ 20,572 $ 917 $ 3,303 $ (87 ) $ 4,133 In the three months ended June 30, 2015, in connection with our rationalization initiatives, two sites, located respectively in Salvador, Brazil and in Pennsylvania, United States, substantially completed their decommissioning efforts and met the criteria for assets held for sale. Because the carrying value of the sites did not exceed their estimated fair value, no additional impairment was recorded. As of June 30, 2015, the sites held for sale represent $1.7 million of assets reported under "Property, plant and equipment" and $0.5 million of liabilities, reported under "Other accrued liabilities". All Plans For the Six Months Ended June 30, 2014 For the Six Months Ended June 30, 2015 Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total (Dollars in thousands) Recorded in Cost of Sales Accelerated depreciation $ 20,852 $ 826 $ — $ 21,678 $ 432 $ — $ — $ 432 Inventory loss 667 11,048 — 11,715 (61 ) 947 — 886 Fixed asset write-offs and other 3,909 131 — 4,040 1,655 973 — 2,628 Recorded in Research and Development Accelerated depreciation — — — — — — 940 940 Recorded in Selling and General Administrative Other 78 — — 78 400 295 790 1,485 Recorded in Rationalizations Severance and related costs 418 (28 ) — 390 157 4,006 (130 ) 4,033 Contract terminations 528 — — 527 25 204 — 229 Total $ 26,452 $ 11,977 $ — $ 38,428 $ 2,608 $ 6,425 $ 1,600 $ 10,633 2013 Industrial Materials Rationalization On October 31, 2013, we announced a global initiative to reduce our Industrial Materials segment's cost base and improve our competitive position. As part of this initiative, we ceased production at our two highest cost graphite electrode plants, located in Brazil and South Africa, as well as a machine shop in Russia. Our graphite electrode capacity was reduced by approximately 60,000 metric tons as a result of these actions. In parallel, we adopted measures for reductions in overhead and related corporate operations. These actions and measures reduced global headcount by approximately 600 people, or approximately 20 percent of our global workforce. These actions were substantially completed during the first half of 2014. 2013 Engineered Solutions Rationalization In order to optimize our Engineered Solutions platform and improve our cost structure, we also initiated actions to centralize certain operations and reduce overhead in our Engineered Solutions segment. These actions reduced global headcount by approximately 40 people and were substantially completed during 2014. Total 2013 Rationalization Initiatives Impact to Financial Results Charges incurred related to the 2013 rationalization initiatives for the six months ended June 30, 2014 and June 30, 2015 are as follows: 2013 Plans For the Three Months Ended June 30, 2014 For the Three Months Ended June 30, 2015 Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total (Dollars in thousands) Recorded in Cost of Sales Accelerated depreciation $ 3,832 $ 413 $ — $ 4,245 $ — $ — $ — $ — Inventory loss (148 ) 496 — 348 — — — — Fixed asset write-offs and other 4,403 131 — 4,534 413 249 — 662 Recorded in Selling and General Administrative Other 52 — — 52 — — — — Recorded in Rationalizations Severance and related costs 304 — — 304 10 146 — 156 Contract terminations 528 — — 528 — — — — Total $ 8,971 $ 1,040 $ — $ 10,011 $ 423 $ 395 $ — $ 818 2013 Plans For the Six Months Ended June 30, 2014 For the Six Months Ended June 30, 2015 Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total (Dollars in thousands) Recorded in Cost of Sales Accelerated depreciation $ 20,852 $ 826 $ — $ 21,678 $ 432 $ — $ — $ 432 Inventory loss 667 486 — 1,153 (61 ) — — (61 ) Fixed asset write-offs and other 3,909 131 — 4,040 1,655 258 — 1,913 Recorded in Selling and General Administrative Other 78 — — 78 — — — — Recorded in Rationalizations Severance and related costs 418 (28 ) — 390 97 146 — 243 Contract terminations 528 — — 528 25 — — 25 Total $ 26,452 $ 1,415 $ — $ 27,867 $ 2,148 $ 404 $ — $ 2,552 The following table represents the roll-forward of the liability incurred for employee termination benefits and contract termination costs incurred in connection with the the rationalization initiatives described above. This liability is recorded as a current liability on the Consolidated Balance Sheets. 2013 Plans (Dollars in thousands) Balance as of December 31, 2013 $ 18,421 Charges incurred 613 Change in estimates 153 Payments and settlements (16,494 ) Effect of change in currency exchange rates (1,658 ) Balance as of December 31, 2014 1,035 Charges incurred 41 Change in estimates 229 Payments and settlements (1,132 ) Effect of change in currency exchange rates (91 ) Balance as of June 30, 2015 $ 82 2014 Engineered Solutions Rationalization On July 29, 2014, we announced additional rationalization initiatives to increase profitability, reduce cost and improve global competitiveness in our Engineered Solutions segment. During the second quarter of 2014, worldwide pricing of our isomolded graphite products ("isomolded") within our Advanced Graphite Material ("AGM") product group, as well as our expectation of future pricing, significantly eroded, driven by significant over-capacity and recent competitor responses. In addition, solar product demand continued to erode, with polysilicon, silicon and silicon wafer production migrating to China. New competitors servicing this industry commenced production in China at pricing levels making the market now unprofitable. As a result of these conditions, the Company decided to cease isomolded production and pursue alternative supply chain relationships in our isomolded product line. As a result of the above, we tested our long-lived assets used to produce advanced graphite materials for recovery, based on undiscounted cash flows from the use and eventual disposition of these assets. The carrying value of the assets exceeded these undiscounted cash flow and, accordingly, we estimated the fair-value of these long-lived assets based on a market participant view. This resulted in an impairment charge totaling 121.6 million during 2014, and included the impairment of certain acquired customer relationship and technology intangible assets. Charges incurred related to the 2014 Engineered Solutions rationalization initiatives in 2015 are as follows: 2014 Engineered Solutions Rationalization For the Three Months Ended June 30, 2014 For the Three Months Ended June 30, 2015 Engineered Solutions Segment (Dollars in thousands) Recorded in Cost of Sales Inventory loss 10,562 109 Fixed asset write-offs and other — 360 Recorded in Rationalizations Severance and related costs — (733 ) Total $ 10,562 $ (264 ) 2014 Engineered Solutions Rationalization For the Six Months Ended June 30, 2014 For the Six Months Ended June 30, 2015 Engineered Solutions Segment (Dollars in thousands) Recorded in Cost of Sales Inventory loss $ 10,562 $ 543 Fixed asset write-offs and other — 358 Recorded in Rationalizations Severance and related costs — (749 ) Contract terminations — 50 Total $ 10,562 $ 202 The following table represents the roll-forward of the liability incurred for employee termination benefits and contract termination costs incurred in connection with the 2014 Engineered Solutions rationalization initiatives described above. This liability is recorded as a current liability on the Consolidated Balance Sheets. 2014 Engineered Solutions Plan (Dollars in thousands) Balance as of December 31, 2013 $ — Charges incurred 2,611 Change in estimates (40 ) Payments and settlements (916 ) Balance as of December 31, 2014 1,655 Charges incurred 50 Change in estimates (749 ) Payments and settlements (780 ) Balance as of June 30, 2015 $ 176 2014 Corporate and Research & Development Rationalization During the third quarter of 2014, we announced the conclusion of another phase of our on-going company-wide cost savings assessment. This resulted in changes to the Company’s operating and management structure in order to streamline, simplify and decentralize the organization. These actions are designed to reduce costs by a combination of reduced contractor costs, attrition, early retirements and layoffs. Additionally, the Company downsized its corporate functions by approximately 25 percent , relocated to a smaller, more cost effective corporate headquarters and established a new Technology and Innovation Center. The 2014 Corporate and Research and Development rationalization plan will result in approximately $20 million of charges consisting of severance, accelerated depreciation and other related costs, of which approximately $14 million have been incurred through June 30, 2015. Approximately $12 million of these costs will be cash outlays, the majority of which are expected to be disbursed in 2015. Charges incurred related to the 2014 Corporate and Research & Development rationalization initiatives for 2015 are as follows: 2014 Corporate, Research and Development Rationalization For the Three Months Ended June 30, 2015 For the Six Months Ended June 30, 2015 Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total (Dollars in thousands) Recorded in Cost of Sales Fixed asset write-offs and other — 1 — $ 1 — 1 — 1 Recorded in Research and Development Accelerated depreciation — — 319 $ 319 — — 940 940 Recorded in Selling and General Administrative Other 400 — (276 ) $ 124 400 — 790 1,190 Recorded in Rationalizations Severance and related costs 94 8 (130 ) $ (28 ) 60 8 (130 ) (62 ) Total $ 494 $ 9 $ (87 ) $ 416 $ 460 $ 9 $ 1,600 $ 2,069 The following table represents the roll-forward of the liability incurred for employee termination benefits and contract termination costs incurred in connection with the 2014 Corporate and Research & Development rationalization initiatives described above. This liability is recorded as a current liability on the Consolidated Balance Sheets. 2014 Corporate and R&D Plan (Dollars in thousands) Balance as of December 31, 2013 $ — Charges incurred 8,159 Change in estimates 21 Payments and settlements (1,155 ) Effect of change in currency exchange rates (152 ) Balance as of December 31, 2014 6,873 Charges incurred (34 ) Change in estimates (28 ) Payments and settlements (4,199 ) Effect of change in currency exchange rates (5 ) Balance as of June 30, 2015 $ 2,607 2015 Advanced Graphite Materials Rationalization On March 2, 2015, GrafTech announced plans to further optimize the production platform for its advanced graphite materials business. These actions included the closure of our Notre Dame, France facility and further reductions in force in our Columbia, Tennessee facility and other locations totaling approximately 85 people. The 2015 Advanced Graphite Materials rationalization plan will result in approximately $10 million of charges consisting of severance, inventory losses and other related costs. Approximately $8 million of these costs will be cash outlays, the majority of which are expected to be disbursed in 2015. Charges incurred related to the 2015 Advanced Graphite Materials rationalization initiative for the three and six months ended June 30, 2015 are as follows: 2015 Advanced Graphite Materials Rationalization For the Three Months Ended June 30, 2015 For the Six Months Ended June 30, 2015 Engineered Solutions Segment Recorded in Cost of Sales Inventory loss 35 404 Fixed asset write-offs and other 461 356 Recorded in Selling and General Administrative Other 292 295 Recorded in Rationalizations Severance and related costs 2,220 4,601 Contract terminations 154 154 Total $ 3,162 $ 5,810 The following table represents the roll-forward of the liability incurred for employee termination benefits and contract termination costs incurred in connection with the 2015 Advanced Graphite Materials rationalization initiative described above. This liability is recorded as a current liability on the Consolidated Balance Sheets. 2015 Advanced Graphite Materials Rationalization (Dollars in thousands) Balance as of December 31, 2014 $ — Charges incurred 4,834 Payments and settlements (263 ) Effect of change in currency exchange rates (38 ) Balance as of June 30, 2015 $ 4,533 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation For the three months ended June 30, 2014 and 2015 , we recognized stock-based compensation expense of $2.2 million and $1.1 million , respectively. Substantially all of the expense, $1.6 million and $1.0 million , respectively, was recorded as selling and administrative expenses in the Consolidated Statements of Operations, with the remaining expenses recorded as cost of sales and research and development. For the six months ended June 30, 2014 and 2015 , we recognized stock-based compensation expense of $2.8 million and $2.7 million , respectively. Substantially all of the expense, $2.1 million and $2.5 million , respectively, was recorded as selling and administrative expenses in the Consolidated Statements of Operations, with the remaining expenses recorded as cost of sales and research and development. As of June 30, 2015 , the total compensation cost related to non-vested restricted stock, performance shares based on current forecasts, and stock options not yet recognized was $8.4 million , which will be recognized over the remaining weighted average life of 1.68 years. Restricted Stock and Performance Shares Restricted stock and performance share awards activity under the plans for the six months ended June 30, 2015 was: Number of Shares Weighted- Average Grant Date Fair Value Outstanding unvested as of January 1, 2015 1,814,130 $ 6.31 Granted 19,969 8.31 Vested (55,211 ) 10.23 Forfeited/canceled/expired (188,407 ) 6.42 Outstanding unvested as of June 30, 2015 1,590,481 6.18 Stock Options Stock option activity under the plans for the six months ended June 30, 2015 was: Number of Shares Weighted- Average Exercise Price Outstanding as of January 1, 2015 2,042,074 $ 10.93 Forfeited/canceled/expired (203,592 ) 10.77 Outstanding as of June 30, 2015 1,838,482 10.95 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings per Share The following table shows the information used in the calculation of our share counts for basic and diluted earnings per share: For the Three Months Ended For the Six Months Ended June 30, June 30, 2014 2015 2014 2015 Weighted average common shares outstanding for basic calculation 135,963,054 137,252,356 135,713,004 137,112,630 Add: Effect of stock options and restricted stock — — — — Weighted average common shares outstanding for diluted calculation 135,963,054 137,252,356 135,713,004 137,112,630 Basic earnings per common share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings per share are calculated by dividing net income (loss) by the sum of the weighted average number of common shares outstanding plus the additional common shares that would have been outstanding if potentially dilutive securities had been issued. The weighted average common shares outstanding for the diluted calculation excludes consideration of stock options covering 1,079,251 shares in both the three and six months ended June 30, 2014, as these shares are anti-dilutive. The weighted average common shares outstanding for the diluted calculation excludes consideration of stock options covering 1,359,199 shares in both the three and six months ended June 30, 2015, as these shares are anti-dilutive. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |
Segment Reporting | Segment Reporting We operate in two reportable segments: Industrial Materials and Engineered Solutions. Industrial Materials. Our Industrial Materials segment manufactures and delivers high quality graphite electrodes, refractory products and needle coke products. Electrodes are key components of the conductive power systems used to produce steel and other non-ferrous metals. Refractory products are used in blast furnaces and submerged arc furnaces due to their high thermal conductivity and the ease with which they can be machined to large or complex shapes. Needle coke, a crystalline form of carbon derived from decant oil, is the key ingredient in, and is used primarily in, the production of graphite electrodes. Engineered Solutions. The Engineered Solutions segment includes advanced electronics technologies, advanced graphite materials, advanced composite materials and advanced materials. Advanced electronics technologies products consist of electronic thermal management solutions, fuel cell components and sealing materials. Advanced graphite materials are highly engineered synthetic graphite products used in many areas due to their unique properties and the ability to tailor them to specific solutions. These products are used in transportation, alternative energy, metallurgical, chemical, oil and gas exploration and various other industries. Advanced composite materials are highly engineered carbon products that are woven into various shapes primarily to support the aerospace and defense industries. Advanced materials use carbon and graphite powders as components or additives in a variety of industries, including metallurgical processing, battery and fuel cell components, and polymer additives. We continue to evaluate the performance of our segments based on segment operating income. Intersegment sales and transfers are not material and the accounting policies of the reportable segments are the same as those for our Consolidated Financial Statements as a whole. Prior to 2014, certain global expenses such as research and development, shared IT and accounting services as well as corporate headquarter’s finance, HR, legal and executive management were allocated to the segments mostly based on each segment’s contribution to consolidated sales. During 2014, as part of our initiative to decentralize the organization and reduce the costs of the global headquarter functions, the performance measure of our existing segments was changed to reflect our new management and operating structure. We currently exclude such expenses from the segment operating income measure and report them under “Corporate, R&D and Other Expenses” in order to reconcile to the consolidated operating income of the Company. The following tables summarize financial information concerning our reportable segments and all prior periods have been recast to reflect our new methodology: For the Three Months Ended For the Six Months Ended June 30, June 30, 2014 2015 2014 2015 (Dollars in thousands) (Dollars in thousands) Net sales to external customers: Industrial Materials $ 206,655 $ 125,012 $ 425,431 $ 290,049 Engineered Solutions 77,529 40,110 139,544 82,284 Total net sales $ 284,184 $ 165,122 $ 564,975 $ 372,333 Operating (loss) income: Industrial Materials $ 1,060 $ 3,094 $ 2,660 $ (22,804 ) Engineered Solutions (124,664 ) (3,455 ) (119,259 ) (7,848 ) Corporate, R&D and Other expenses (15,884 ) (12,636 ) (29,958 ) (28,178 ) Total operating loss $ (139,488 ) $ (12,997 ) $ (146,557 ) $ (58,830 ) Reconciliation of segment operating loss to loss before provision for income taxes Other expense (income), net $ (41 ) $ 699 $ 753 $ 1,092 Interest expense 9,155 9,195 18,154 18,116 Interest income (55 ) (273 ) (113 ) (346 ) Loss before provision for income taxes $ (148,547 ) $ (22,618 ) $ (165,351 ) $ (77,692 ) |
Benefit Plans
Benefit Plans | 6 Months Ended |
Jun. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Benefit Plans | Benefit Plans The components of our consolidated net pension costs are set forth in the following table: For the Three Months Ended For the Six Months Ended June 30, June 30, 2014 2015 2014 2015 (Dollars in thousands) (Dollars in thousands) Service cost $ 473 $ 506 $ 946 $ 1,333 Interest cost 2,169 1,526 4,338 3,052 Expected return on plan assets (1,938 ) (1,354 ) (3,876 ) (2,708 ) Amortization of prior service cost 1 1 2 2 Net cost $ 705 $ 679 $ 1,410 $ 1,679 The components of our consolidated net postretirement costs are set forth in the following table: For the Three Months Ended For the Six Months Ended June 30, June 30, 2014 2015 2014 2015 (Dollars in thousands) (Dollars in thousands) Service cost $ 19 $ 4 $ 38 $ 8 Interest cost 352 315 704 630 Curtailment loss 1,048 — 1,048 — Amortization of prior service benefit (47 ) (43 ) (94 ) (86 ) Net cost $ 1,372 $ 276 $ 1,696 $ 552 On March 27, 2015, we settled $59.0 million of projected benefit obligations in the United Kingdom through the purchase of a group annuity contract. The purchase was fully funded with pension assets. The obligation associated with this transaction will require no additional cash contributions by the company. The results of this settlement were not material to our operations. |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Other Intangible Assets | Goodwill and Other Intangible Assets We are required to review goodwill and indefinite-lived intangible assets annually for impairment. Goodwill impairment is tested at the reporting unit level (graphite electrodes, needle coke) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Our annual impairment test of goodwill was performed as of December 31, 2014 for all reporting units. The estimated fair values of our reporting units were based on discounted cash flow ("DCF") models derived from internal earnings forecasts and assumptions. The assumptions and estimates used in these valuations incorporated the then current and expected economic environment. Based on these valuations, the fair value for the needle coke reporting unit was below the carrying value resulting in a step two analysis and consequently a goodwill impairment charge of $75.7 million for the year ended December 31, 2014. We received notice in March, 2015, that the market prices for needle coke were decreasing by an additional 18% , effective for the second quarter of 2015. This decline is further compressing our margins for needle coke products versus our annual plan. We determined that this change, which is driven by over capacity in the market indicated that the needle coke industry is facing a deeper and longer trough than previously expected. As such we considered the additional price change as a triggering event and tested our needle coke goodwill for impairment as of March 31, 2015. In the first step of the analysis, we compared the estimated fair value of the reporting unit to its carrying value, including goodwill. The fair value of the reporting unit was determined based on an income approach, using DCF models from a market participant’s perspective. The DCF model included seventeen years of forecasted cash flows, plus an estimated terminal value. For the first several years in the models, the cash flows were based upon the current operating and capital plans as prepared by management and approved by executive management, adjusted to reflect the perspective of potential market participants. Beyond the first several years, the DCF model reflects known trends of cycles in the industry and incorporates them in the terminal value. Actual results may differ from those assumed in the Company’s forecast. A discount rate of 10.5% was applied to the forecasted cash-flows and is based on a weighted average cost of capital ("WACC"). Company specific beta and mix of debt to equity are inputs into the determination of the discount rate, which is then qualitatively assessed from the standpoint of potential market participants. As a result of the step one analysis described earlier, the fair value of the needle coke reporting unit was less than its carrying value. Consequently, we performed the second step of the impairment analysis in order to determine the implied fair value of the goodwill associated with the reporting unit. The implied fair value of goodwill represents the excess of the fair value of the reporting unit over the sum of the fair value amounts assigned to all of the assets and liabilities of the reporting unit as if it were to be acquired in a business combination and the current fair value of the reporting unit (as calculated in the first step) was the purchase consideration. The implied fair value of goodwill was then compared to the carrying value of the goodwill to determine the impairment charge. The needle coke goodwill was fully impaired, resulting in a charge of $35.4 million . The full impairment of the needle coke reporting unit‘s goodwill was a result of our reassessment of the estimated future cash-flows, triggered by the pricing decline in the needle coke market effective April 1, 2015. The changes in the carrying value of goodwill during the six months ended June 30, 2015 are as follows: Total (Dollars in Thousands) Balance as of December 31, 2014 $ 420,129 Impairment (35,381 ) Currency translation effect (316 ) Balance as of June 30, 2015 $ 384,432 The following table summarizes acquired intangible assets with determinable useful lives by major category as of December 31, 2014 and June 30, 2015 : As of December 31, 2014 As of June 30, 2015 Gross Carrying Amount Accumulated Net Carrying Amount Gross Carrying Amount Accumulated Amortization & Impairment Net Carrying Amount (Dollars in Thousands) Trade name $ 7,900 $ (4,817 ) $ 3,083 $ 7,900 $ (5,154 ) $ 2,746 Technological know-how 43,349 (24,940 ) 18,409 43,349 (27,926 ) 15,423 Customer –related intangible 110,798 (57,192 ) 53,606 110,798 (62,556 ) 48,242 Total finite-lived intangible assets $ 162,047 $ (86,949 ) $ 75,098 $ 162,047 $ (95,636 ) $ 66,411 Amortization expense of acquired intangible assets was $10.2 million and $8.7 million in the six months ended June 30, 2014 and 2015 , respectively. Estimated amortization expense will approximate $8.4 million in the remainder of 2015, $13.1 million in 2016, $11.8 million in 2017, $10.7 million in 2018 and $9.2 million in 2019. |
Debt And Liquidity
Debt And Liquidity | 6 Months Ended |
Jun. 30, 2015 | |
Long-term Debt and Capital Lease Obligations [Abstract] | |
Debt And Liquidity | Debt and Liquidity The following table presents our long-term debt: As of December 31, 2014 As of June 30, 2015 (Dollars in thousands) Revolving Facility $ 40,000 $ 48,000 Senior Notes 300,000 300,000 Other Debt 1,615 1,335 Total $ 341,615 $ 349,335 The following table presents our short-term debt: As of As of (Dollars in thousands) Senior Subordinated Notes 187,973 194,440 Other debt 131 4,775 Total Short-Term Debt $ 188,104 $ 199,215 The fair value of debt, which was determined using Level 2 inputs, was $473.3 million , versus a book value of $529.7 million as of December 31, 2014 . As of June 30, 2015 , the fair value of our debt was $520.4 million versus a book value of 548.6 million . As of June 30, 2015 , we were in compliance with all of our debt covenants. Revolving Facility On April 23, 2014, the Company and certain of its subsidiaries entered into an Amended and Restated Credit Agreement (the "Revolving Facility"). On February 27, 2015, GrafTech and certain of its subsidiaries entered into an Amended and Restated Credit Agreement that provides for, among other things, greater financial flexibility and a new $40 million senior secured delayed draw term loan facility.The Revolving Facility has a borrowing capacity of $400 million and matures in April 2019. As of June 30, 2015, we had $258 million of unused borrowing capacity under the revolving credit facility (after considering financial covenants restrictions and the outstanding letters of credit of approximately $6.3 million ). The additional $40 million delayed draw term loan facility is to be used connection with the repayment of the Senior Subordinated Notes. The interest rate applicable to the Amended and Restated Credit Facility is LIBOR plus a margin ranging from 2.25% to 3.75% (depending on our total senior secured leverage ratio). The borrowers pay a per annum fee ranging from 0.35% to 0.50% (depending on our senior secured leverage ratio) on the undrawn portion of the commitments under the Revolving Facility. The new financial covenants require us to maintain a minimum cash interest coverage ratio of 2.50 to 1.00 and a maximum senior secured leverage ratio ranging from 3.75 to 1.00 to 3.00 to 1.00, subject to adjustment for certain events. Senior Notes On November 20, 2012, the Company issued $ 300 million principal amount of 6.375% Senior Notes due 2020 (the "Senior Notes"). The Senior Notes are the Company's senior unsecured obligations and rank pari passu with all of the Company's existing and future senior unsecured indebtedness. The Senior Notes are guaranteed on a senior unsecured basis by each of the Company's existing and future subsidiaries that guarantee certain other indebtedness of the Company or another guarantor. The Senior Notes bear interest at a rate of 6.375% per year, payable semi-annually in arrears on May 15 and November 15 of each year. The Senior Notes mature on November 15, 2020. The Company is entitled to redeem some or all of the Senior Notes at any time on or after November 15, 2016, at the redemption prices set forth in the indenture. In addition, prior to November 15, 2016, the Company may redeem some or all of the Senior Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a “make whole” premium determined as set forth in the indenture. The Company is also entitled to redeem up to 35% of the aggregate principal amount of the Senior Notes before November 15, 2015 with the net proceeds from certain equity offerings at a redemption price of 106.375% of the principal amount plus accrued and unpaid interest, if any. If, prior to maturity, a change in control (as defined in the indenture) of the Company occurs and thereafter certain downgrades of the ratings of the Senior Notes as specified in the indenture occur, the Company will be required to offer to repurchase any or all of the Senior Notes at a repurchase price equal to 101% of the aggregate principal amount of the Senior Notes, plus any accrued and unpaid interest. The acquisition of beneficial ownership by Brookfield of more than 35% of the Company's outstanding Shares or more than 35% of the total voting power of the voting stock of the Company (including the Preferred Stock) would constitute a change in control as defined in the Indenture. The indenture for the Senior Notes also contains covenants that, among other things, limit the ability of the Company and certain of its subsidiaries to: (i) create liens or use assets as security in other transactions; (ii) engage in certain sale/leaseback transactions; and (iii) merge, consolidate or sell, transfer, lease or dispose of substantially all of their assets. The indenture for the Senior Notes also contains customary events of default, including (i) failure to pay principal or interest on the Senior Notes when due and payable, (ii) failure to comply with covenants or agreements in the indenture or the Senior Notes which failures are not cured or waived as provided in the indenture, (iii) failure to pay indebtedness of the Company, any Subsidiary Guarantor or Significant Subsidiary (each, as defined in the indenture) within any applicable grace period after maturity or acceleration and the total amount of such indebtedness unpaid or accelerated exceeds $ 50.0 million , (iv) certain events of bankruptcy, insolvency, or reorganization, (v) failure to pay any judgment or decree for an amount in excess of $ 50.0 million against the Company, any Subsidiary Guarantor or any Significant Subsidiary that is not discharged, waived or stayed as provided in the indenture, (vi) cessation of any Subsidiary Guarantee (as defined in the indenture) to be in full force and effect or denial or disaffirmance by any subsidiary guarantor of its obligations under its subsidiary guarantee, and (vii) a default under the Company's Senior Subordinated Notes. In the case of an event of default, the principal amount of the Senior Notes plus accrued and unpaid interest may be accelerated. Senior Subordinated Notes On November 30, 2010, in connection with the acquisitions of Seadrift Coke LP and C/G Electrodes, LLC, we issued Senior Subordinated Notes for an aggregate total face amount of $200 million . These Senior Subordinated Notes are non-interest bearing and mature in 2015. Because the promissory notes are non-interest bearing, we were required to record them at their present value (determined using an interest rate of 7% ). The difference between the face amount of the promissory notes and their present value is recorded as debt discount. The debt discount will be amortized to income using the interest method, over the life of the promissory notes. The loan balance, net of unamortized discount, was $194.4 million as of June 30, 2015 . This balance was reclassified in November 2014 to short-term debt on our balance sheet as the maturity date is within one year. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are comprised of the following: As of December 31, 2014 As of June 30, 2015 (Dollars in thousands) Inventories: Raw materials and supplies $ 122,218 $ 111,519 Work in process 176,141 168,396 Finished goods 84,544 95,718 Total $ 382,903 $ 375,633 |
Interest Expense
Interest Expense | 6 Months Ended |
Jun. 30, 2015 | |
Interest and Debt Expense [Abstract] | |
Interest Expense | Interest Expense The following table presents an analysis of interest expense: For the Three Months Ended For the Six Months Ended June 30, June 30, 2014 2015 2014 2015 (Dollars in thousands) (Dollars in thousands) Interest incurred on debt $ 5,345 $ 5,282 $ 10,714 $ 10,452 Amortization of discount on Senior Subordinated Notes 3,048 3,261 6,045 6,468 Amortization of debt issuance costs 762 652 1,395 1,196 Total interest expense $ 9,155 $ 9,195 $ 18,154 $ 18,116 Interest Rates The Revolving Facility had an effective interest rate of 2.17% and 2.37% as of December 31, 2014 and June 30, 2015 , respectively. The Senior Subordinated Notes have an implied interest rate of 7.00% . The Senior Notes have a fixed interest rate of 6.375% . |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Loss Contingency [Abstract] | |
Contingencies | Contingencies Legal Proceedings We are involved in various investigations, lawsuits, claims, demands, environmental compliance programs and other legal proceedings arising out of or incidental to the conduct of our business. While it is not possible to determine the ultimate disposition of each of these matters, we do not believe that their ultimate disposition will have a material adverse effect on our financial position, results of operations or cash flows. The Merger Agreement with the affiliates Brookfield contains provisions for the payment of termination fees of up to $20 million in the event that the Merger Agreement is terminated under certain circumstances. Pursuant to the Investment Agreement, the Company is required to reimburse Brookfield for its reasonable, out-of- pocket fees and expenses (including the reasonable fees and expenses of legal counsel, accountants, investment bankers, brokers, or other representatives or consultants) up to $500,000 incurred in connection with the transactions thereunder. See Note 2 "Pending Preferred Share Issuance and Tender Offer" for additional information regarding the Merger Agreement and the Preferred Stock Issuance. Pending Litigation Against GrafTech and Brookfield A number of putative class action complaints have been filed relating to the merger. The lawsuits, which contain substantially similar allegations, include allegations that the transactions do not appropriately value the Company, were the result of an inadequate process, include preclusive deal protection devices, involved conflicts of interests and further allege that the public disclosures made by the Company in connection with such transactions were materially misleading. GrafTech, Brookfield and Brookfield's affiliates are alleged to have aided and abetted the alleged fiduciary breaches. The lawsuits seek a variety of equitable relief, including enjoining the GrafTech board of directors from proceeding with the proposed merger unless and until they have acted in accordance with their fiduciary duties to maximize shareholder value and rescission of the merger to the extent implemented, in addition to damages arising from the defendants’ alleged breaches and attorneys’ fees and costs. The defendants believe that the allegations are without merit and intend to vigorously defend the lawsuits. The lawsuits include: a lawsuit captioned Travis J. Kelleher, etc. v. GrafTech International Ltd., et. al. (Case No. CV-15-846032) filed on May 22, 2015, in the Court of Common Pleas in the State of Ohio; a lawsuit captioned David Widlewski v. Randy Carson, Thomas A. Danjczek, Karen Finerman, Joel L. Hawthorne, David R. Jardini, Nathan Milikowsky, M. Catherine Morris, BCP IV GrafTech Holdings LP, and Athena Acquisition Subsidiary Inc. (Civil Action No. 11086-VCL) filed on June 2, 2015, in the Court of Chancery of the State of Delaware; a lawsuit captioned Walter Watson. v. GrafTech International Ltd., Randy Carson, Thomas A. Danjczek, Karen Finerman, Joel L. Hawthorne, David R. Jardini, Nathan Milikowsky, M. Catherine Morris, Brookfield Asset Management, Inc., Brookfield Capital Partners Ltd., Brookfield Capital Partners IV L.P., BCP IV GrafTech Holdings LP, and Athena Acquisition Subsidiary Inc. (Civil Action No. 11096-VCL) filed on June 4, 2015, in the Court of Chancery of the State of Delaware; a lawsuit captioned CyHyoung Park v. GrafTech International Ltd., Randy Carson, Thomas A. Danjczek, Karen Finerman, Joel L. Hawthorne, David R. Jardini, Nathan Milikowsky, M. Catherine Morris, BCP IV GrafTech Holdings LP, and Athena Acquisition Subsidiary Inc. (Civil Action No. 11125-VCL) filed on June 9, 2015, in the Court of Chancery of the State of Delaware; a lawsuit captioned Charles Daeda v. GrafTech International Ltd., Randy Carson, Thomas A. Danjczek, Karen Finerman, Joel L. Hawthorne, David R. Jardini, Nathan Milikowsky, M. Catherine Morris, Brookfield Asset Management Inc., BCP IV GrafTech Holdings LP, and Athena Acquisition Subsidiary Inc. (Civil Action No. 11145-VCL) filed on June 15, 2015, in the Court of Chancery of the State of Delaware; a lawsuit captioned Abraham Grinberger, v. GrafTech International Ltd., Randy Carson, Thomas A. Danjczek, Karen L. Finerman, Joel L. Hawthorne, David R. Jardini, Nathan Milikowsky, M. Catherine Morris, Brookfield Asset Management Inc., Brookfield Capital Partners Ltd., BCP IV GrafTech Holdings LP, Athena Acquisition Subsidiary Inc. (Civil Action No. 11148-VCL) filed on June 15, 2015, in the Court of Chancery of the State of Delaware; a lawsuit captioned Bruce Wells v. GrafTech International Ltd., Randy Carson, Thomas A. Danjczek, Karen Finerman, Joel L. Hawthorne, David R. Jardini, Nathan Milikowsky, M. Catherine Morris, BCP IV GrafTech Holdings LP, Athena Acquisition Subsidiary Inc., and Brookfield Capital Partners Ltd. (Civil Action No. 11166-VCL) filed on June 17, 2015, in the Court of Chancery of the State of Delaware; and a lawsuit captioned Mark O’Neill and Adoracion Guerrero, et. al. v. Joel L. Hawthorne, et. al. (Case No. CV-15-847670) filed on June 29, 2015, in the Court of Common Pleas in the State of Ohio. Product Warranties We generally sell products with a limited warranty. We accrue for known warranty claims if a loss is probable and can be reasonably estimated. We also accrue for estimated warranty claims incurred based on a historical claims charge analysis. Claims accrued but not yet paid and the related activity within the accrual for the six months ended June 30, 2015 , are presented below: (Dollars in thousands) Balance as of December 31, 2014 $ 923 Product warranty adjustments 1,035 Payments and settlements (382 ) Balance as of June 30, 2015 $ 1,576 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We compute and apply to ordinary income an estimated annual effective tax rate on a quarterly basis based on current and forecasted business levels and activities, including the mix of domestic and foreign results and enacted tax laws. The estimated annual effective tax rate is updated quarterly based on actual results and updated operating forecasts. Ordinary income refers to income (loss) before income tax expense excluding significant, unusual, or infrequently occurring items. The tax effect of an unusual or infrequently occurring item is recorded in the interim period in which it occurs as a discrete item of tax. The following table summarizes the provision for income taxes for the six months ended June 30, 2014 and June 30, 2015 : For the Three Months Ended For the Six Months Ended June 30, June 30, 2014 2015 2014 2015 (Dollars in thousands) (Dollars in thousands) Tax (benefit) expense $ 6,886 $ 199 $ 1,599 $ 733 Pretax loss $ (148,547 ) $ (22,618 ) $ (165,351 ) $ (77,692 ) Effective tax rates (4.6 )% (0.9 )% (1.0 )% (0.9 )% For the three months ended June 30, 2015, the effective tax rate differs from the U.S. statutory rate of 35% primarily due to recent losses in the U.S. where we receive no tax benefit due to a full valuation allowance and worldwide earnings from various countries. The recognition of the valuation allowance does not result in or limit the Company's ability to utilize these tax assets in the future. For the three months ended June 30, 2014 the effective tax rate differs from the U.S. statutory rate of 35% primarily due to a valuation allowance setup against U.S. foreign tax credit deferred tax attributes, various state net operating loss deferred tax attributes, and the establishment of a valuation allowance against our net US deferred asset position. As of June 30, 2015, we had unrecognized tax benefits of $3.7 million , $2.7 million of which, if recognized, would have a favorable impact on our effective tax rate. We file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. All U.S. federal tax years prior to 2012 are generally closed by statute or have been audited and settled with the applicable domestic tax authorities. All other jurisdictions are still open to examination beginning after 2008. We continue to assess the need for valuation allowances against deferred tax assets based on determinations of whether it is more likely than not that deferred tax benefits will be realized through the generation of future taxable income. Appropriate consideration is given to all available evidence, both positive and negative, in assessing the need for a valuation allowance. Examples of positive evidence would include a strong earnings history, an event or events that would increase our taxable income through a continued reduction of expenses, and tax planning strategies that would indicate an ability to realize deferred tax assets. In circumstances where the significant positive evidence does not outweigh the negative evidence in regards to whether or not a valuation allowance is required, we have maintained valuation allowances on those net deferred tax assets. |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments We use derivative instruments as part of our overall foreign currency and commodity risk management strategies to manage the risk of exchange rate movements that would reduce the value of our foreign cash flows and to minimize commodity price volatility. Foreign currency exchange rate movements create a degree of risk by affecting the value of sales made and costs incurred in currencies other than the U.S. dollar. Certain of our derivative contracts contain provisions that require us to provide collateral. Since the counterparties to these financial instruments are large commercial banks and similar financial institutions, we do not believe that we are exposed to material counterparty credit risk. We do not anticipate nonperformance by any of the counter-parties to our instruments. Foreign currency derivatives We enter into foreign currency derivatives from time to time to attempt to manage exposure to changes in currency exchange rates. These foreign currency instruments, which include, but are not limited to, forward exchange contracts and purchased currency options, attempt to hedge global currency exposures such as foreign currency denominated debt, sales, receivables, payables, and purchases. Forward exchange contracts are agreements to exchange different currencies at a specified future date and at a specified rate. There was no ineffectiveness on these contracts designated as hedging instruments during the six months ended June 30, 2014 and 2015 , respectively. In 2014 and 2015 , we entered into foreign currency derivatives denominated in the Mexican peso, South African rand, Brazilian real, euro and Japanese yen. These derivatives were entered into to protect the risk that the eventual cash flows resulting from commercial and business transactions may be adversely affected by changes in exchange rates between the U.S. dollar and the Mexican peso, South African rand, Brazilian real, euro and Japanese yen. As of June 30, 2015 , we had outstanding Mexican peso, South Afican rand, euro, and Japanese yen currency contracts with an aggregate notional amount of $72.5 million . The foreign currency derivatives outstanding as of June 30, 2015 have several maturity dates ranging from July 2015 to December 2015 . Commodity derivative contracts We periodically enter into derivative contracts for certain refined oil products and natural gas. These contracts are entered into to protect against the risk that eventual cash flows related to these products may be adversely affected by future changes in prices. There was no ineffectiveness on these contracts during the six months ended June 30, 2015 . As of June 30, 2015 , we had no outstanding derivative swap contracts for refined oil products. Net Investment Hedges We use certain intercompany debt to hedge a portion of our net investment in our foreign operations against currency exposure (net investment hedge). Intercompany debt denominated in foreign currency and designated as a non-derivative net investment hedging instrument was $15.8 million and $15.1 million as of December 31, 2014 and June 30, 2015 , respectively. Within the currency translation adjustment portion of other comprehensive income, we recorded gains of $0.2 million and $0.1 million in three months ended June 30, 2014 and June 30, 2015 , respectively, resulting from these net investment hedges. The fair value of all derivatives is recorded as assets or liabilities on a gross basis in our Consolidated Balance Sheets. The following tables present the fair values of our derivatives and their respective balance sheet locations as of December 31, 2014 and June 30, 2015 : Asset Derivatives Liability Derivatives Location Fair Value Location Fair Value As of December 31, 2014 (Dollars in Thousands) Derivatives designated as cash flow hedges: Foreign currency derivatives Prepaid and other current assets $ 722 Other current liabilities $ 1,234 Commodity derivative contracts Prepaid and other current assets — Other current liabilities 7,067 Total fair value $ 722 $ 8,301 As of June 30, 2015 Derivatives designated as cash flow hedges: Foreign currency derivatives Prepaid and other current assets $ 924 Other current liabilities $ 613 Total fair value $ 924 $ 613 Asset Derivatives Liability Derivatives Location Fair Value Location Fair Value As of December 31, 2014 (Dollars in Thousands) Derivatives not designated as hedges: Foreign currency derivatives Prepaid and other current assets $ 80 Other current liabilities $ 428 Total fair value $ 80 $ 428 As of June 30, 2015 Derivatives not designated as hedges: Foreign currency derivatives Prepaid and other current assets $ 181 Other current liabilities $ 474 Total fair value $ 181 $ 474 The location and amount of realized (gains) losses on derivatives are recognized in the Statements of Operations when the hedged item impacts earnings and are as follows for the three and six months ended June 30, 2014 and 2015 : Amount of (Gain)/Loss Recognized (Effective Portion) For the Three months ended June 30, Location of (Gain)/Loss Reclassified from Other Comprehensive Income (Effective Portion) 2014 2015 (Dollars in Thousands) Derivatives designated as cash flow hedges: Foreign currency derivatives, excluding tax of ($3) and $56, respectively Revenue / Cost of goods sold/Other expense / (income) $ 27 $ (563 ) Commodity forward derivatives, excluding tax of $181 and ($193), respectively Revenue / Cost of goods sold $ (503 ) $ 528 Amount of (Gain)/Loss Recognized For the Three months ended June 30, Location of (Gain)/Loss Recognized in the Consolidated Statement of Operations 2014 2015 (Dollars in thousands) Derivatives not designated as hedges: Foreign currency derivatives Cost of goods sold/Other expense (income) $ 130 $ (214 ) Amount of (Gain)/Loss Recognized (Effective Portion) For the Six Months Ended June 30, Location of (Gain)/Loss Reclassified from Other Comprehensive Income (Effective Portion) 2014 2015 (Dollars in Thousands) Derivatives designated as cash flow hedges: Foreign currency derivatives, excluding tax of ($33) and $128, respectively Revenue / Cost of goods sold/ Other expense / (income) $ 328 $ (1,275 ) Commodity forward derivatives, excluding tax of ($9) and ($289), respectively Revenue / Cost of goods sold $ 26 $ 793 Amount of (Gain)/Loss Recognized For the Six Months Ended June 30, Location of (Gain)/Loss Recognized in the Consolidated Statement of Operations 2014 2015 (Dollars in thousands) Derivatives not designated as hedges: Foreign currency derivatives Cost of goods sold/Other expense (income) $ (61 ) $ 676 Our foreign currency and commodity derivatives are treated as hedges and are required to be measured at fair value on a recurring basis. With respect to the inputs used to determine the fair value, we use observable, quoted rates that are determined by active markets and, therefore, classify the contracts as “ Level 2 ”. |
Guarantor Information
Guarantor Information | 6 Months Ended |
Jun. 30, 2015 | |
Consolidating Financials [Abstract] | |
Supplemental Guarantor Information | Guarantor Information On November 20, 2012, GrafTech International Ltd. (the “Parent”) issued $300 million aggregate principal amount of Senior Notes. The Senior Notes mature on November 15, 2020 and bear interest at a rate of 6.375% per year, payable semi-annually in arrears on May 15 and November 15 of each year. The Senior Notes have been guaranteed on a senior basis by the following wholly-owned direct and indirect subsidiaries of the Parent: GrafTech Finance Inc., GrafTech Holdings Inc., GrafTech USA LLC, Seadrift Coke LLP, Fiber Materials, Inc., Intermat, GrafTech Global Enterprises Inc., GrafTech International Holdings Inc., GrafTech DE LLC, GrafTech Seadrift Holding Corp, GrafTech International Trading Inc., GrafTech Technology LLC, GrafTech NY Inc., and Graphite Electrode Network LLC. The guarantors of the Senior Notes, solely in their respective capacities as such, are collectively called the “Guarantors.” Our other subsidiaries, which are not guarantors of the Senior Notes, are called the “Non-Guarantors.” All of the guarantees are unsecured. All of the guarantees are full, unconditional (subject to limited exceptions described below) and joint and several. Each of the Guarantors are 100% owned, directly or indirectly, by the Parent. All of the guarantees of the Senior Notes continue until the Senior Notes have been paid in full, and payment under such guarantees could be required immediately upon the occurrence of an event of default under the Senior Notes. If a Guarantor makes a payment under its guarantee of the Senior Notes, it would have the right under certain circumstances to seek contribution from the other Guarantors. The Guarantors will be released from the guarantees upon the occurrence of certain events, including the following: the unconditional release or discharge of any guarantee or indebtedness that resulted in the creation of the guarantee of the Senior Notes by such Guarantor; the sale or other disposition, including by way of merger or consolidation or the sale of its capital stock, following which such Guarantor is no longer a subsidiary of the Parent; or the Parent's exercise of its legal defeasance option or its covenant defeasance option as described in the indenture applicable to the Senior Notes. If any Guarantor is released, no holder of the Senior Notes will have a claim as a creditor against such Guarantor. The indebtedness and other liabilities, including trade payables and preferred stock, if any, of each Guarantor are effectively senior to the claim of any holders of the Senior Notes. Investments in subsidiaries are recorded on the equity basis. The following tables set forth condensed consolidating balance sheets as of December 31, 2014 and June 30, 2015 and condensed consolidating statements of operations and comprehensive income for the three and six months ended June 30, 2014 and 2015 and condensed consolidating statements of cash flows for the six months ended June 30, 2014 and 2015 of the Parent Guarantors and the Non-Guarantors. CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2014 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 5,503 $ 12,047 $ — $ 17,550 Accounts receivable - affiliates 40,474 35,618 40,185 (116,277 ) — Accounts receivable - trade — 45,861 117,058 — 162,919 Inventories — 148,080 234,823 — 382,903 Prepaid and other current assets — 17,336 64,287 — 81,623 Total current assets 40,474 252,398 468,400 (116,277 ) 644,995 Investment in affiliates 1,414,278 762,251 — (2,176,529 ) — Property, plant and equipment — 431,602 222,438 — 654,040 Deferred income taxes — — 16,819 — 16,819 Goodwill — 217,099 203,030 — 420,129 Notes receivable - affiliate 35,722 7,413 — (43,135 ) — Other assets 4,110 45,617 48,095 — 97,822 Total Assets $ 1,494,584 $ 1,716,380 $ 958,782 $ (2,335,941 ) $ 1,833,805 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable - affiliate $ — $ 80,659 $ 35,618 $ (116,277 ) $ — Accounts payable - trade 47 35,435 50,927 — 86,409 Short-term debt 187,973 131 — — 188,104 Accrued income and other taxes 344 3,380 20,782 — 24,506 Rationalizations — 7,538 2,025 — 9,563 Supply chain financing liability — — — — — Other accrued liabilities 2,444 15,252 25,623 — 43,319 Total current liabilities 190,808 142,395 134,975 (116,277 ) 351,901 Long-term debt - affiliate — 35,722 7,413 (43,135 ) — Long-term debt - third party 300,000 40,393 1,222 — 341,615 Other long-term obligations — 77,724 29,842 — 107,566 Deferred income taxes — 5,118 23,079 — 28,197 Stockholders' equity 1,003,776 1,415,028 762,251 (2,176,529 ) 1,004,526 Total Liabilities and Stockholders' Equity $ 1,494,584 $ 1,716,380 $ 958,782 $ (2,335,941 ) $ 1,833,805 CONDENSED CONSOLIDATING BALANCE SHEETS As of June 30, 2015 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 1,278 $ 13,227 $ — $ 14,505 Accounts receivable - affiliates 42,976 29,081 9,230 (81,287 ) — Accounts receivable - trade — 30,362 91,324 — 121,686 Inventories — 145,605 230,028 — 375,633 Prepaid and other current assets — 17,935 60,017 — 77,952 Total current assets 42,976 224,261 403,826 (81,287 ) 589,776 Investment in affiliates 1,331,268 702,677 — (2,033,945 ) — Property, plant and equipment — 424,235 210,436 — 634,671 Deferred income taxes — — 17,116 — 17,116 Goodwill — 181,717 202,715 — 384,432 Notes receivable - affiliate 28,304 7,413 — (35,717 ) — Other assets 3,813 40,972 42,194 — 86,979 Total Assets $ 1,406,361 $ 1,581,275 $ 876,287 $ (2,150,949 ) $ 1,712,974 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable - affiliate $ — $ 52,201 $ 29,086 $ (81,287 ) $ — Accounts payable - trade — 28,386 43,750 — 72,136 Short-term debt 194,441 2,132 2,642 — 199,215 Accrued income and other taxes — 4,318 16,094 — 20,412 Rationalizations — 2,942 4,457 — 7,399 Supply chain financing liability — — — — — Other accrued liabilities 2,444 9,287 19,521 — 31,252 Total current liabilities 196,885 99,266 115,550 (81,287 ) 330,414 Long-term debt - affiliate — 28,304 7,413 (35,717 ) — Long-term debt - third party 300,000 48,326 1,009 — 349,335 Other long-term obligations — 68,981 30,531 — 99,512 Deferred income taxes — 5,130 19,107 — 24,237 Stockholders' equity 909,476 1,331,268 702,677 (2,033,945 ) 909,476 Total Liabilities and Stockholders' Equity $ 1,406,361 $ 1,581,275 $ 876,287 $ (2,150,949 ) $ 1,712,974 CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the six months ended June 30, 2014 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Sales - affiliates $ — $ 124,316 $ 68,571 $ (192,887 ) $ — Sales - third party — 221,930 343,045 — 564,975 Net sales — 346,246 411,616 (192,887 ) 564,975 Cost of sales — 314,476 399,739 (192,887 ) 521,328 Gross profit — 31,770 11,877 — 43,647 Research and development — 5,673 — — 5,673 Selling and administrative expenses — 24,132 37,912 — 62,044 Impairments — 121,570 — — 121,570 Rationalizations — 52 865 — 917 Operating income (loss) — (119,657 ) (26,900 ) — (146,557 ) Other (income) expense, net — 820 (67 ) — 753 Interest expense - affiliate — 436 — (436 ) — Interest expense - third party 15,955 1,646 553 — 18,154 Interest income - affiliate (436 ) — — 436 — Interest income - third party — — (113 ) — (113 ) Income (loss) before income taxes (15,519 ) (122,559 ) (27,273 ) — ` (165,351 ) Provision for income taxes (5,587 ) 14,399 (7,213 ) — 1,599 Equity in earnings of subsidiary (157,018 ) (20,060 ) — 177,078 — Net (loss) income $ (166,950 ) $ (157,018 ) $ (20,060 ) $ 177,078 $ (166,950 ) Statements of Comprehensive Income Net (loss) income $ (166,950 ) $ (157,018 ) $ (20,060 ) $ 177,078 $ (166,950 ) Other comprehensive income (loss) 2,311 2,311 2,522 (4,833 ) 2,311 Comprehensive (loss) income $ (164,639 ) $ (154,707 ) $ (17,538 ) $ 172,245 $ (164,639 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME For the six months ended June 30, 2015 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Sales - affiliates $ — $ 103,291 $ 42,346 $ (145,637 ) $ — Sales - third party — 134,418 237,915 — 372,333 Net sales — 237,709 280,261 (145,637 ) 372,333 Cost of sales — 219,037 262,231 (145,637 ) 335,631 Gross profit — 18,672 18,030 — 36,702 Research and development — 4,345 — — 4,345 Selling and administrative expenses — 26,836 24,707 — 51,543 Impairments — 35,381 — — 35,381 Rationalizations — (300 ) 4,563 — 4,263 Operating loss — (47,590 ) (11,240 ) — (58,830 ) Other expense (income), net — 732 360 — 1,092 Interest expense - affiliate — 305 — (305 ) — Interest expense - third party 16,382 1,523 211 — 18,116 Interest income - affiliate (305 ) — — 305 — Interest income - third party — (5 ) (341 ) — (346 ) Loss before income taxes (16,077 ) (50,145 ) (11,470 ) — ` (77,692 ) (Benefit from) provision for income taxes — (3,691 ) 4,424 — 733 Equity in losses of subsidiary (62,348 ) (15,894 ) — 78,242 — Net (loss) income $ (78,425 ) $ (62,348 ) $ (15,894 ) $ 78,242 $ (78,425 ) Statements of Comprehensive Income Net (loss) income $ (78,425 ) $ (62,348 ) $ (15,894 ) $ 78,242 $ (78,425 ) Other comprehensive income (loss) (21,209 ) (21,209 ) (22,207 ) 43,416 (21,209 ) Comprehensive (loss) income $ (99,634 ) $ (83,557 ) $ (38,101 ) $ 121,658 $ (99,634 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the six months ended June 30, 2014 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities: $ (11,480 ) $ 33,155 $ 34,225 $ — $ 55,900 Cash flow from investing activities: (Loans to) repayments from affiliates 8,184 — — (8,184 ) — Capital expenditures — (31,882 ) (14,582 ) — (46,464 ) Proceeds from derivative instruments — 74 (268 ) — (194 ) Proceeds from sale of fixed assets — 2,523 2,523 Insurance recoveries — — 2,834 — 2,834 Net cash (used in) provided by investing activities 8,184 (31,808 ) (9,493 ) (8,184 ) (41,301 ) Cash flow from financing activities: Loans from (repayments to) affiliates — (8,184 ) — 8,184 — Short-term debt borrowings — (23 ) (996 ) — (1,019 ) Revolving Facility borrowings — 131,000 78,000 — 209,000 Revolving Facility reductions — (124,000 ) (81,000 ) — (205,000 ) Principal payments on long term debt — (66 ) (60 ) — (126 ) Supply chain financing — — (9,455 ) — (9,455 ) Proceeds from exercise of stock options 2,813 — — — 2,813 Purchase of treasury shares (435 ) — — — (435 ) Revolver facility refinancing — (2,320 ) (316 ) — (2,636 ) Other 918 — — — 918 Net cash provided by (used in) financing activities 3,296 (3,593 ) (13,827 ) 8,184 (5,940 ) Net increase in cash and cash equivalents — (2,246 ) 10,905 — 8,659 Effect of exchange rate changes on cash and cash equivalents — — 181 — 181 Cash and cash equivalents at beginning of period — 4,752 7,136 — 11,888 Cash and cash equivalents at end of period $ — $ 2,506 $ 18,222 $ — $ 20,728 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the six months ended June 30, 2015 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities: $ (7,355 ) $ 22,992 $ 36,293 $ (27,710 ) $ 24,220 Cash flow from investing activities: Repayments from affiliates 7,418 — — (7,418 ) — Capital expenditures — (16,994 ) (8,626 ) — (25,620 ) Payments for (proceeds from) derivatives — 397 241 — 638 Proceeds from sale of assets — (7,595 ) (209 ) — (7,804 ) Insurance recoveries — — — — — Net cash provided by (used in) investing activities 7,418 (24,192 ) (8,594 ) (7,418 ) (32,786 ) Cash flow from financing activities: Repayments to affiliates — (7,418 ) — 7,418 — Dividends to affiliates — — (27,710 ) 27,710 Short-term debt borrowings — 2,001 2,505 — 4,506 Revolving Facility borrowings — 62,000 12,000 — 74,000 Revolving Facility reductions — (54,000 ) (12,000 ) — (66,000 ) Principal payments on long term debt — (67 ) — — (67 ) Supply chain financing — — — — — Proceeds from exercise of stock options — — — — — Purchase of treasury shares (63 ) — — — (63 ) Revolver facility refinancing — (2,691 ) (31 ) — (2,722 ) Other — (2,850 ) — — (2,850 ) Net cash provided by (used in) financing activities (63 ) (3,025 ) (25,236 ) 35,128 6,804 Net increase in cash and cash equivalents — (4,225 ) 2,463 — (1,762 ) Effect of exchange rate changes on cash and cash equivalents — — (1,283 ) — (1,283 ) Cash and cash equivalents at beginning of period — 5,503 12,047 — 17,550 Cash and cash equivalents at end of period $ — $ 1,278 $ 13,227 $ — $ 14,505 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 28, 2015, GrafTech and certain of its subsidiaries entered into an amendment to the Amended and Restated Credit Agreement to change the terms regarding the occurrence of a default upon a change in control (which is defined thereunder to include the acquisition by any person of more than 25 percent of GrafTech’s outstanding shares) to exclude the acquisition of shares by Brookfield (see Note 2 to the Financial Statements). In addition, effective upon such acquisition, the financial covenants will be eased, resulting in increased availability under the Revolving Facility. The size of the Revolving Facility will also be reduced from $400 million to $375 million . The interest rate applicable to the Revolving Facility is LIBOR plus a margin ranging from 2.25% to 4.75% (depending on our total senior secured leverage ratio). The borrowers pay a per annum fee ranging from 0.35% to 0.70% (depending on our senior secured leverage ratio) on the undrawn portion of the commitments under the Revolving Facility. The new financial covenants, when they become effective, require us to maintain a minimum cash interest coverage ratio ranging from 1.50 to 2.50 and a maximum senior secured leverage ratio ranging from 5.75 to 3.00 , subject to adjustment over time. |
Preferred Shares and Tender Off
Preferred Shares and Tender Offer (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | (2) Pending Preferred Share Issuance and Tender Offer Preferred Stock On May 4, 2015, the Company entered into an Investment Agreement (the “Investment Agreement”) with BCP IV GrafTech Holdings LP, an affiliate of Brookfield Capital Partners Ltd. (“Brookfield”), pursuant to which the Company agreed to issue and sell and Brookfield agreed to purchase and pay for: (i) shares of a new Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) in an amount equal to 19.9% of the Company’s outstanding common stock (the “Series A Preferred Shares”) and (ii) shares of a new Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock,” and, together with the Series A Preferred Stock, the “Preferred Stock”), in an amount equal to 150,000 less the number of Series A Preferred Shares, for an aggregate purchase price of $150,000,000 in cash (the “Purchase Price”). The closing of the purchase and sale of the Preferred Stock (the “Closing”) is expected to occur upon the satisfaction of customary closing conditions set forth in the Investment Agreement and the satisfaction of any other applicable regulatory approval requirements. Pursuant to the Investment Agreement, the Company is required to reimburse Brookfield for its reasonable, out-of-pocket fees and expenses (including the reasonable fees and expenses of legal counsel, accountants, investment bankers, brokers, or other representatives or consultants) up to $500,000 incurred in connection with the transaction. The proceeds from the sale of the Preferred Stock will be used by the Company, along with its other cash and borrowing resources, to repay the Company’s senior subordinated notes due to mature in November 2015. Upon issuance, the Series A Preferred Stock will be immediately convertible, at Brookfield’s option, into shares of common stock of the Company, at a conversion price of $5.00 per common share, subject to customary anti-dilution adjustments. Each share of the Series B Preferred Stock will automatically convert into one share of Series A Preferred Stock upon approval by the Company’s stockholders of such conversion in accordance with New York Stock Exchange requirements (the “Stockholder Approval”). The Company has agreed to seek the Stockholder Approval at the Company’s 2015 annual stockholders meeting. The Preferred Stock will be entitled to an annual dividend at the rate of 7.0% prior to any dividend or distribution with respect to any of the Company’s capital stock junior to the Preferred Stock, which will be due and payable quarterly in arrears in cash. Dividends will be cumulative and will accrue until paid. If the Company fails to make timely dividend payments, the dividend rate would increase to 8% per annum until such time as all accrued but unpaid dividends have been paid in full. The Preferred Stock will have a liquidation preference equal to the greater of (x) $1,000 per share, plus all accrued and unpaid dividends thereon, whether or not declared and (y) the amount that the holders of the Preferred Stock would have received had they converted the Preferred Stock into shares of common stock (or Series A Preferred Stock in the case of Series B Preferred Stock) immediately prior to the time of liquidation. The Preferred Stock will rank junior to the Company’s existing and future indebtedness. The Series A Preferred Stock will have certain mandatory redemption rights at the holders’ option following the seventh anniversary of the issue date and certain redemption rights at the option of the Company following the fourth anniversary of the issue date if the daily volume weighted average price of the Company’s common stock equals or exceeds 175.0% of the conversion price for at least 40 trading days during a period of 60 consecutive trading days, in each instance at a redemption price per share equal to $1,000 per share plus all accrued and unpaid dividends thereon, whether or not declared. The Series B Preferred Stock has a mandatory redemption right at the holders’ option if the Stockholder Approval is not obtained by a specified date. The holders of the Preferred Stock also have the right, upon the occurrence of a change of control (other than one for which such holders have a repurchase right under the Investment Agreement), to require the Company to repurchase all or any portion of such holder’s shares of Preferred Stock, at a make-whole premium. The holders of the Preferred Stock will be entitled to vote as a class on matters adversely affecting the Preferred Stock and, subject to certain ownership thresholds, on the election of designated board nominees, and the holders of the Series A Preferred Stock will be entitled to vote together with the holders of common stock, as a single class, on an as converted basis, on other matters. So long as 25% of the originally issued shares of Series A Preferred Stock is outstanding, holders of a majority of the Preferred Stock are entitled to veto rights over issuances of senior or parity securities and changes to the certificate of incorporation of the Company that are adverse to the Preferred Stock. We recorded $2.9 million of issuance costs related to the Preferred Stock transaction as of June 30, 2015 in Prepaid and other current assets on the balance sheet, of which $2.7 million were paid in cash and included in the Cash Flow from Financing section of the Statement of Cash flows. If the convertible preferred stock is issued, it would trigger acceleration of vesting of certain equity awards, performance awards at 100%, accelerated payment of certain awards and deferred compensation. If at least the minimum number of shares is purchased in the tender offer, it would constitute a change in control (as defined in our Credit Agreement) of the Company. As a result, the administrative agent, or lenders having more than 50% of the term loans, revolving exposures and unused commitments under our Credit Agreement may terminate the commitments under the Credit Agreement and declare the loans thereunder then outstanding to be due and payable in whole (or in part). In addition, if more than 35% of the then outstanding shares are purchased in the tender offer, it would constitute a change in control (as defined in the indenture for the Senior Notes) of the Company. If certain downgrades of the ratings of the Senior Notes as specified in the indenture occur subsequent to the change in control, the Company will be required to offer to repurchase any or all of the Senior Notes at a repurchase price equal to 101% of the aggregate principal amount of the Senior Notes, plus any accrued and unpaid interest. Finally, if, prior to maturity or redemption, a change in control (as defined in the Senior Subordinated Notes) of the Company occurs, the holders of a majority of the Senior Subordinated Notes may, by written notice to the Company, declare the principal amount then outstanding under all (but not less than all) of the Senior Subordinated Notes to be immediately due and payable. If either the Credit Agreement or the Senior Subordinated Notes were accelerated, that may result in events of default in other agreements, including the indenture for the Senior Notes, which would permit the counterparties to such agreements to terminate those agreements and accelerate amounts that may be due thereunder. In addition, such transactions could impact the cash flows, ability to utilize net operating losses, earnings per share and other financial metrics and could result in litigation. We intend to obtain waivers relating to the change in control provisions in our Credit Agreement, however, there is no assurance we will be able to obtain such waivers. Merger Agreement On May 17, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BCP IV GrafTech Holdings LP, a Delaware limited partnership (“Parent”), and Athena Acquisition Subsidiary Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), pursuant to which, among other things, Parent has agreed to make a cash tender offer (the “Offer ”) to purchase any and all of the outstanding shares of the Company’s common stock, par value $0.01 per share (the “Shares”), at a purchase price of $5.05 per Share in cash (the “Offer Price”). Parent and Acquisition Sub are indirect wholly owned subsidiaries of Brookfield. The Offer commenced on May 26, 2015. The Offer's initial term was extended in accordance with the Merger Agreement and expired at midnight, New York Time, on July 28, 2015. The Offer was again extended in accordance with the Merger Agreement for an additional ten business days to allow for regulatory approvals. The Offer is to expire at midnight, New York Time, on August 13, 2015. The Offer is subject to the condition that prior to the expiration of the Offer, there have been validly tendered and not withdrawn, a number of Shares that, together with the Shares then owned by Brookfield and its controlled affiliates (including Shares issuable upon conversion of the Preferred Stock) represents at least 30% of the then outstanding Shares (the "Minimum Condition"). Pursuant to the Merger Agreement, if Shares validly tendered and not withdrawn in the Offer, together with the Shares then owned by Brookfield and its controlled affiliates (including Shares issuable upon conversion of the Preferred Stock, represent at least 80% of the then outstanding Shares plus the Shares issuable upon conversion of the Preferred Stock (the “Merger Condition”), Parent will transfer the Preferred Stock held by Parent to Acquisition Sub, Acquisition Sub (instead of Parent) will accept the Shares for purchase in the Offer and Acquisition Sub will merge with and into the Company, the separate corporate existence of Acquisition Sub will cease and the Company will continue as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). If the Merger Condition is satisfied, each Share that is not tendered and accepted pursuant to the Offer (other than cancelled shares, dissenting shares and shares held by the Company’s subsidiaries or Parent’s subsidiaries (other than Acquisition Sub)) will thereupon be cancelled and converted into the right to receive cash consideration in an amount equal to the Offer Price. The Merger Agreement contemplates that the Merger would be effected pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”) pursuant to which no stockholder vote will be required to consummate the Merger. If the Company terminates the Merger Agreement to enter into an agreement for a superior proposal (as defined in the Merger Agreement), the Company would be required to pay a designee of the Parent a $20 million termination fee. |
Organization And Summary Of S23
Organization And Summary Of Significant Accounting Policies (Policy) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis Of Presentation | Basis of Presentation The interim Consolidated Financial Statements are unaudited; however, in the opinion of management, they have been prepared in accordance with Rule 10-01 of Regulation S-X and in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The December 31, 2014 financial position data included herein was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014 (the “Annual Report”) but does not include all disclosures required by GAAP. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the accompanying notes, contained in the Annual Report. The unaudited consolidated financial statements reflect all adjustments (all of which are of a normal, recurring nature) which management considers necessary for a fair statement of financial position, results of operations, comprehensive income and cash flows for the interim period presented. The results for the interim periods are not necessarily indicative of results which may be expected for any other interim period or for the full year. |
New Accounting Standards | New Accounting Standards In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605—Revenue Recognition and most industry-specific guidance throughout the Codification. This ASU requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is supposed to be effective for fiscal years beginning after December 15, 2016, and for interim periods within those fiscal years. On July 9, 2015, the FASB deferred the effective date to fiscal years beginning after December 15, 2017. We are in the process of assessing the impact of the adoption of ASU 2014-09 on the Company's financial position, results of operations and cash flows. On April 7, 2015, FASB issued ASU 2015-3, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2015. The Company had $9.7 million and $11.3 million of capitalized bank fees included within "Other Assets" on our consolidated balance sheets as of December 31, 2014 and June 30, 2015, respectively. |
Rationalizations and Impairme24
Rationalizations and Impairments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Rationalization Charges | Charges incurred related to the 2015 Advanced Graphite Materials rationalization initiative for the three and six months ended June 30, 2015 are as follows: 2015 Advanced Graphite Materials Rationalization For the Three Months Ended June 30, 2015 For the Six Months Ended June 30, 2015 Engineered Solutions Segment Recorded in Cost of Sales Inventory loss 35 404 Fixed asset write-offs and other 461 356 Recorded in Selling and General Administrative Other 292 295 Recorded in Rationalizations Severance and related costs 2,220 4,601 Contract terminations 154 154 Total $ 3,162 $ 5,810 The total rationalization and related charges incurred during the three and six months ended June 30, 2014 and 2015 are as follows: All Plans For the Three Months Ended June 30, 2014 For the Three Months Ended June 30, 2015 Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total (Dollars in thousands) Recorded in Cost of Sales Accelerated depreciation $ 3,832 $ 413 $ — $ 4,245 $ — $ — $ — $ — Inventory loss (148 ) 11,057 — 10,909 — 144 — 144 Fixed asset write-offs and other 4,403 131 — 4,534 413 1,072 — 1,485 Recorded in Research and Development Accelerated depreciation — — — — — — 319 319 Recorded in Selling and General Administrative Other 53 — — 53 400 292 (276 ) 416 Recorded in Rationalizations Severance and related costs 304 — — 304 104 1,641 (130 ) 1,615 Contract terminations 527 — — 527 — 154 — 154 Total $ 8,971 $ 11,601 $ — $ 20,572 $ 917 $ 3,303 $ (87 ) $ 4,133 In the three months ended June 30, 2015, in connection with our rationalization initiatives, two sites, located respectively in Salvador, Brazil and in Pennsylvania, United States, substantially completed their decommissioning efforts and met the criteria for assets held for sale. Because the carrying value of the sites did not exceed their estimated fair value, no additional impairment was recorded. As of June 30, 2015, the sites held for sale represent $1.7 million of assets reported under "Property, plant and equipment" and $0.5 million of liabilities, reported under "Other accrued liabilities". All Plans For the Six Months Ended June 30, 2014 For the Six Months Ended June 30, 2015 Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total (Dollars in thousands) Recorded in Cost of Sales Accelerated depreciation $ 20,852 $ 826 $ — $ 21,678 $ 432 $ — $ — $ 432 Inventory loss 667 11,048 — 11,715 (61 ) 947 — 886 Fixed asset write-offs and other 3,909 131 — 4,040 1,655 973 — 2,628 Recorded in Research and Development Accelerated depreciation — — — — — — 940 940 Recorded in Selling and General Administrative Other 78 — — 78 400 295 790 1,485 Recorded in Rationalizations Severance and related costs 418 (28 ) — 390 157 4,006 (130 ) 4,033 Contract terminations 528 — — 527 25 204 — 229 Total $ 26,452 $ 11,977 $ — $ 38,428 $ 2,608 $ 6,425 $ 1,600 $ 10,633 Charges incurred related to the 2013 rationalization initiatives for the six months ended June 30, 2014 and June 30, 2015 are as follows: 2013 Plans For the Three Months Ended June 30, 2014 For the Three Months Ended June 30, 2015 Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total (Dollars in thousands) Recorded in Cost of Sales Accelerated depreciation $ 3,832 $ 413 $ — $ 4,245 $ — $ — $ — $ — Inventory loss (148 ) 496 — 348 — — — — Fixed asset write-offs and other 4,403 131 — 4,534 413 249 — 662 Recorded in Selling and General Administrative Other 52 — — 52 — — — — Recorded in Rationalizations Severance and related costs 304 — — 304 10 146 — 156 Contract terminations 528 — — 528 — — — — Total $ 8,971 $ 1,040 $ — $ 10,011 $ 423 $ 395 $ — $ 818 2013 Plans For the Six Months Ended June 30, 2014 For the Six Months Ended June 30, 2015 Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total (Dollars in thousands) Recorded in Cost of Sales Accelerated depreciation $ 20,852 $ 826 $ — $ 21,678 $ 432 $ — $ — $ 432 Inventory loss 667 486 — 1,153 (61 ) — — (61 ) Fixed asset write-offs and other 3,909 131 — 4,040 1,655 258 — 1,913 Recorded in Selling and General Administrative Other 78 — — 78 — — — — Recorded in Rationalizations Severance and related costs 418 (28 ) — 390 97 146 — 243 Contract terminations 528 — — 528 25 — — 25 Total $ 26,452 $ 1,415 $ — $ 27,867 $ 2,148 $ 404 $ — $ 2,552 Charges incurred related to the 2014 Engineered Solutions rationalization initiatives in 2015 are as follows: 2014 Engineered Solutions Rationalization For the Three Months Ended June 30, 2014 For the Three Months Ended June 30, 2015 Engineered Solutions Segment (Dollars in thousands) Recorded in Cost of Sales Inventory loss 10,562 109 Fixed asset write-offs and other — 360 Recorded in Rationalizations Severance and related costs — (733 ) Total $ 10,562 $ (264 ) 2014 Engineered Solutions Rationalization For the Six Months Ended June 30, 2014 For the Six Months Ended June 30, 2015 Engineered Solutions Segment (Dollars in thousands) Recorded in Cost of Sales Inventory loss $ 10,562 $ 543 Fixed asset write-offs and other — 358 Recorded in Rationalizations Severance and related costs — (749 ) Contract terminations — 50 Total $ 10,562 $ 202 Charges incurred related to the 2014 Corporate and Research & Development rationalization initiatives for 2015 are as follows: 2014 Corporate, Research and Development Rationalization For the Three Months Ended June 30, 2015 For the Six Months Ended June 30, 2015 Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total Industrial Materials Segment Engineered Solutions Segment Corp, R&D and Other Total (Dollars in thousands) Recorded in Cost of Sales Fixed asset write-offs and other — 1 — $ 1 — 1 — 1 Recorded in Research and Development Accelerated depreciation — — 319 $ 319 — — 940 940 Recorded in Selling and General Administrative Other 400 — (276 ) $ 124 400 — 790 1,190 Recorded in Rationalizations Severance and related costs 94 8 (130 ) $ (28 ) 60 8 (130 ) (62 ) Total $ 494 $ 9 $ (87 ) $ 416 $ 460 $ 9 $ 1,600 $ 2,069 |
Schedule of Restructuring Reserve | he following table represents the roll-forward of the liability incurred for employee termination benefits and contract termination costs incurred in connection with the 2015 Advanced Graphite Materials rationalization initiative described above. This liability is recorded as a current liability on the Consolidated Balance Sheets. 2015 Advanced Graphite Materials Rationalization (Dollars in thousands) Balance as of December 31, 2014 $ — Charges incurred 4,834 Payments and settlements (263 ) Effect of change in currency exchange rates (38 ) Balance as of June 30, 2015 $ 4,533 The following table represents the roll-forward of the liability incurred for employee termination benefits and contract termination costs incurred in connection with the 2014 Corporate and Research & Development rationalization initiatives described above. This liability is recorded as a current liability on the Consolidated Balance Sheets. 2014 Corporate and R&D Plan (Dollars in thousands) Balance as of December 31, 2013 $ — Charges incurred 8,159 Change in estimates 21 Payments and settlements (1,155 ) Effect of change in currency exchange rates (152 ) Balance as of December 31, 2014 6,873 Charges incurred (34 ) Change in estimates (28 ) Payments and settlements (4,199 ) Effect of change in currency exchange rates (5 ) Balance as of June 30, 2015 $ 2,607 The following table represents the roll-forward of the liability incurred for employee termination benefits and contract termination costs incurred in connection with the 2014 Engineered Solutions rationalization initiatives described above. This liability is recorded as a current liability on the Consolidated Balance Sheets. 2014 Engineered Solutions Plan (Dollars in thousands) Balance as of December 31, 2013 $ — Charges incurred 2,611 Change in estimates (40 ) Payments and settlements (916 ) Balance as of December 31, 2014 1,655 Charges incurred 50 Change in estimates (749 ) Payments and settlements (780 ) Balance as of June 30, 2015 $ 176 The following table represents the roll-forward of the liability incurred for employee termination benefits and contract termination costs incurred in connection with the the rationalization initiatives described above. This liability is recorded as a current liability on the Consolidated Balance Sheets. 2013 Plans (Dollars in thousands) Balance as of December 31, 2013 $ 18,421 Charges incurred 613 Change in estimates 153 Payments and settlements (16,494 ) Effect of change in currency exchange rates (1,658 ) Balance as of December 31, 2014 1,035 Charges incurred 41 Change in estimates 229 Payments and settlements (1,132 ) Effect of change in currency exchange rates (91 ) Balance as of June 30, 2015 $ 82 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule Of Restricted Stock And Performance Share Awards Activity | Restricted stock and performance share awards activity under the plans for the six months ended June 30, 2015 was: Number of Shares Weighted- Average Grant Date Fair Value Outstanding unvested as of January 1, 2015 1,814,130 $ 6.31 Granted 19,969 8.31 Vested (55,211 ) 10.23 Forfeited/canceled/expired (188,407 ) 6.42 Outstanding unvested as of June 30, 2015 1,590,481 6.18 |
Schedule Of Stock Option Activity Under The Plans | Stock option activity under the plans for the six months ended June 30, 2015 was: Number of Shares Weighted- Average Exercise Price Outstanding as of January 1, 2015 2,042,074 $ 10.93 Forfeited/canceled/expired (203,592 ) 10.77 Outstanding as of June 30, 2015 1,838,482 10.95 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule Of Calculation Of Basic And Diluted Earnings Per Share | For the Three Months Ended For the Six Months Ended June 30, June 30, 2014 2015 2014 2015 Weighted average common shares outstanding for basic calculation 135,963,054 137,252,356 135,713,004 137,112,630 Add: Effect of stock options and restricted stock — — — — Weighted average common shares outstanding for diluted calculation 135,963,054 137,252,356 135,713,004 137,112,630 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |
Schedule Of Financial Information Concerning Reportable Segments | For the Three Months Ended For the Six Months Ended June 30, June 30, 2014 2015 2014 2015 (Dollars in thousands) (Dollars in thousands) Net sales to external customers: Industrial Materials $ 206,655 $ 125,012 $ 425,431 $ 290,049 Engineered Solutions 77,529 40,110 139,544 82,284 Total net sales $ 284,184 $ 165,122 $ 564,975 $ 372,333 Operating (loss) income: Industrial Materials $ 1,060 $ 3,094 $ 2,660 $ (22,804 ) Engineered Solutions (124,664 ) (3,455 ) (119,259 ) (7,848 ) Corporate, R&D and Other expenses (15,884 ) (12,636 ) (29,958 ) (28,178 ) Total operating loss $ (139,488 ) $ (12,997 ) $ (146,557 ) $ (58,830 ) Reconciliation of segment operating loss to loss before provision for income taxes Other expense (income), net $ (41 ) $ 699 $ 753 $ 1,092 Interest expense 9,155 9,195 18,154 18,116 Interest income (55 ) (273 ) (113 ) (346 ) Loss before provision for income taxes $ (148,547 ) $ (22,618 ) $ (165,351 ) $ (77,692 ) |
Benefit Plans (Tables)
Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Pension Costs [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule Of Benefit Plans | For the Three Months Ended For the Six Months Ended June 30, June 30, 2014 2015 2014 2015 (Dollars in thousands) (Dollars in thousands) Service cost $ 473 $ 506 $ 946 $ 1,333 Interest cost 2,169 1,526 4,338 3,052 Expected return on plan assets (1,938 ) (1,354 ) (3,876 ) (2,708 ) Amortization of prior service cost 1 1 2 2 Net cost $ 705 $ 679 $ 1,410 $ 1,679 |
Postretirement Costs [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule Of Benefit Plans | For the Three Months Ended For the Six Months Ended June 30, June 30, 2014 2015 2014 2015 (Dollars in thousands) (Dollars in thousands) Service cost $ 19 $ 4 $ 38 $ 8 Interest cost 352 315 704 630 Curtailment loss 1,048 — 1,048 — Amortization of prior service benefit (47 ) (43 ) (94 ) (86 ) Net cost $ 1,372 $ 276 $ 1,696 $ 552 |
Goodwill And Other Intangible29
Goodwill And Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule Of Changes In The Carrying Value Of Goodwill | The changes in the carrying value of goodwill during the six months ended June 30, 2015 are as follows: Total (Dollars in Thousands) Balance as of December 31, 2014 $ 420,129 Impairment (35,381 ) Currency translation effect (316 ) Balance as of June 30, 2015 $ 384,432 |
Schedule Of Intangible Assets With Determinable Useful Lives By Major Category | The following table summarizes acquired intangible assets with determinable useful lives by major category as of December 31, 2014 and June 30, 2015 : As of December 31, 2014 As of June 30, 2015 Gross Carrying Amount Accumulated Net Carrying Amount Gross Carrying Amount Accumulated Amortization & Impairment Net Carrying Amount (Dollars in Thousands) Trade name $ 7,900 $ (4,817 ) $ 3,083 $ 7,900 $ (5,154 ) $ 2,746 Technological know-how 43,349 (24,940 ) 18,409 43,349 (27,926 ) 15,423 Customer –related intangible 110,798 (57,192 ) 53,606 110,798 (62,556 ) 48,242 Total finite-lived intangible assets $ 162,047 $ (86,949 ) $ 75,098 $ 162,047 $ (95,636 ) $ 66,411 |
Debt And Liquidity (Tables)
Debt And Liquidity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Long-term Debt and Capital Lease Obligations [Abstract] | |
Schedule Of Long-Term Debt | As of December 31, 2014 As of June 30, 2015 (Dollars in thousands) Revolving Facility $ 40,000 $ 48,000 Senior Notes 300,000 300,000 Other Debt 1,615 1,335 Total $ 341,615 $ 349,335 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule Of Inventories | nventories are comprised of the following: As of December 31, 2014 As of June 30, 2015 (Dollars in thousands) Inventories: Raw materials and supplies $ 122,218 $ 111,519 Work in process 176,141 168,396 Finished goods 84,544 95,718 Total $ 382,903 $ 375,633 |
Interest Expense (Tables)
Interest Expense (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Interest and Debt Expense [Abstract] | |
Schedule Of Interest Expense | The following table presents an analysis of interest expense: For the Three Months Ended For the Six Months Ended June 30, June 30, 2014 2015 2014 2015 (Dollars in thousands) (Dollars in thousands) Interest incurred on debt $ 5,345 $ 5,282 $ 10,714 $ 10,452 Amortization of discount on Senior Subordinated Notes 3,048 3,261 6,045 6,468 Amortization of debt issuance costs 762 652 1,395 1,196 Total interest expense $ 9,155 $ 9,195 $ 18,154 $ 18,116 |
Contingencies (Tables)
Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Loss Contingency [Abstract] | |
Schedule Of Product Warranties Accrual | Claims accrued but not yet paid and the related activity within the accrual for the six months ended June 30, 2015 , are presented below: (Dollars in thousands) Balance as of December 31, 2014 $ 923 Product warranty adjustments 1,035 Payments and settlements (382 ) Balance as of June 30, 2015 $ 1,576 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Summary Of Provision For Income Taxes | (13) Income Taxes We compute and apply to ordinary income an estimated annual effective tax rate on a quarterly basis based on current and forecasted business levels and activities, including the mix of domestic and foreign results and enacted tax laws. The estimated annual effective tax rate is updated quarterly based on actual results and updated operating forecasts. Ordinary income refers to income (loss) before income tax expense excluding significant, unusual, or infrequently occurring items. The tax effect of an unusual or infrequently occurring item is recorded in the interim period in which it occurs as a discrete item of tax. The following table summarizes the provision for income taxes for the six months ended June 30, 2014 and June 30, 2015 : For the Three Months Ended For the Six Months Ended June 30, June 30, 2014 2015 2014 2015 (Dollars in thousands) (Dollars in thousands) Tax (benefit) expense $ 6,886 $ 199 $ 1,599 $ 733 Pretax loss $ (148,547 ) $ (22,618 ) $ (165,351 ) $ (77,692 ) Effective tax rates (4.6 )% (0.9 )% (1.0 )% (0.9 )% For the three months ended June 30, 2015, the effective tax rate differs from the U.S. statutory rate of 35% primarily due to recent losses in the U.S. where we receive no tax benefit due to a full valuation allowance and worldwide earnings from various countries. The recognition of the valuation allowance does not result in or limit the Company's ability to utilize these tax assets in the future. For the three months ended June 30, 2014 the effective tax rate differs from the U.S. statutory rate of 35% primarily due to a valuation allowance setup against U.S. foreign tax credit deferred tax attributes, various state net operating loss deferred tax attributes, and the establishment of a valuation allowance against our net US deferred asset position. As of June 30, 2015, we had unrecognized tax benefits of $3.7 million , $2.7 million of which, if recognized, would have a favorable impact on our effective tax rate. We file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. All U.S. federal tax years prior to 2012 are generally closed by statute or have been audited and settled with the applicable domestic tax authorities. All other jurisdictions are still open to examination beginning after 2008. We continue to assess the need for valuation allowances against deferred tax assets based on determinations of whether it is more likely than not that deferred tax benefits will be realized through the generation of future taxable income. Appropriate consideration is given to all available evidence, both positive and negative, in assessing the need for a valuation allowance. Examples of positive evidence would include a strong earnings history, an event or events that would increase our taxable income through a continued reduction of expenses, and tax planning strategies that would indicate an ability to realize deferred tax assets. In circumstances where the significant positive evidence does not outweigh the negative evidence in regards to whether or not a valuation allowance is required, we have maintained valuation allowances on those net deferred tax assets. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Cash Flow Hedging Instruments Fair Value and Balance Sheet Location | Asset Derivatives Liability Derivatives Location Fair Value Location Fair Value As of December 31, 2014 (Dollars in Thousands) Derivatives designated as cash flow hedges: Foreign currency derivatives Prepaid and other current assets $ 722 Other current liabilities $ 1,234 Commodity derivative contracts Prepaid and other current assets — Other current liabilities 7,067 Total fair value $ 722 $ 8,301 As of June 30, 2015 Derivatives designated as cash flow hedges: Foreign currency derivatives Prepaid and other current assets $ 924 Other current liabilities $ 613 Total fair value $ 924 $ 613 |
Schedule Of Fair Value Of Derivatives Designated As Fair Value Hedges | Asset Derivatives Liability Derivatives Location Fair Value Location Fair Value As of December 31, 2014 (Dollars in Thousands) Derivatives not designated as hedges: Foreign currency derivatives Prepaid and other current assets $ 80 Other current liabilities $ 428 Total fair value $ 80 $ 428 As of June 30, 2015 Derivatives not designated as hedges: Foreign currency derivatives Prepaid and other current assets $ 181 Other current liabilities $ 474 Total fair value $ 181 $ 474 The location and amount of realized (gains) losses on derivatives are recognized in the Statements of Operations when the hedged item impacts earnings and are as follows for the three and six months ended June 30, 2014 and 2015 : Amount of (Gain)/Loss Recognized (Effective Portion) For the Three months ended June 30, Location of (Gain)/Loss Reclassified from Other Comprehensive Income (Effective Portion) 2014 2015 (Dollars in Thousands) Derivatives designated as cash flow hedges: Foreign currency derivatives, excluding tax of ($3) and $56, respectively Revenue / Cost of goods sold/Other expense / (income) $ 27 $ (563 ) Commodity forward derivatives, excluding tax of $181 and ($193), respectively Revenue / Cost of goods sold $ (503 ) $ 528 Amount of (Gain)/Loss Recognized For the Three months ended June 30, Location of (Gain)/Loss Recognized in the Consolidated Statement of Operations 2014 2015 (Dollars in thousands) Derivatives not designated as hedges: Foreign currency derivatives Cost of goods sold/Other expense (income) $ 130 $ (214 ) Amount of (Gain)/Loss Recognized (Effective Portion) For the Six Months Ended June 30, Location of (Gain)/Loss Reclassified from Other Comprehensive Income (Effective Portion) 2014 2015 (Dollars in Thousands) Derivatives designated as cash flow hedges: Foreign currency derivatives, excluding tax of ($33) and $128, respectively Revenue / Cost of goods sold/ Other expense / (income) $ 328 $ (1,275 ) Commodity forward derivatives, excluding tax of ($9) and ($289), respectively Revenue / Cost of goods sold $ 26 $ 793 Amount of (Gain)/Loss Recognized For the Six Months Ended June 30, Location of (Gain)/Loss Recognized in the Consolidated Statement of Operations 2014 2015 (Dollars in thousands) Derivatives not designated as hedges: Foreign currency derivatives Cost of goods sold/Other expense (income) $ (61 ) $ 676 Our foreign currency and commodity derivatives are treated as hedges and are required to be measured at fair value on a recurring basis. With respect to the inputs used to determine the fair value, we use observable, quoted rates that are determined by active markets and, therefore, classify the contracts as “ Level 2 ”. |
Schedule Of Realized (Gains) Losses On Derivatives Recognized In Statement Of Income | The location and amount of realized (gains) losses on derivatives are recognized in the Statements of Operations when the hedged item impacts earnings and are as follows for the three and six months ended June 30, 2014 and 2015 : Amount of (Gain)/Loss Recognized (Effective Portion) For the Three months ended June 30, Location of (Gain)/Loss Reclassified from Other Comprehensive Income (Effective Portion) 2014 2015 (Dollars in Thousands) Derivatives designated as cash flow hedges: Foreign currency derivatives, excluding tax of ($3) and $56, respectively Revenue / Cost of goods sold/Other expense / (income) $ 27 $ (563 ) Commodity forward derivatives, excluding tax of $181 and ($193), respectively Revenue / Cost of goods sold $ (503 ) $ 528 Amount of (Gain)/Loss Recognized For the Three months ended June 30, Location of (Gain)/Loss Recognized in the Consolidated Statement of Operations 2014 2015 (Dollars in thousands) Derivatives not designated as hedges: Foreign currency derivatives Cost of goods sold/Other expense (income) $ 130 $ (214 ) Amount of (Gain)/Loss Recognized (Effective Portion) For the Six Months Ended June 30, Location of (Gain)/Loss Reclassified from Other Comprehensive Income (Effective Portion) 2014 2015 (Dollars in Thousands) Derivatives designated as cash flow hedges: Foreign currency derivatives, excluding tax of ($33) and $128, respectively Revenue / Cost of goods sold/ Other expense / (income) $ 328 $ (1,275 ) Commodity forward derivatives, excluding tax of ($9) and ($289), respectively Revenue / Cost of goods sold $ 26 $ 793 Amount of (Gain)/Loss Recognized For the Six Months Ended June 30, Location of (Gain)/Loss Recognized in the Consolidated Statement of Operations 2014 2015 (Dollars in thousands) Derivatives not designated as hedges: Foreign currency derivatives Cost of goods sold/Other expense (income) $ (61 ) $ 676 |
Guarantor Information (Tables)
Guarantor Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Consolidating Financials [Abstract] | |
Condensed Consolidating Balance Sheets | CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2014 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 5,503 $ 12,047 $ — $ 17,550 Accounts receivable - affiliates 40,474 35,618 40,185 (116,277 ) — Accounts receivable - trade — 45,861 117,058 — 162,919 Inventories — 148,080 234,823 — 382,903 Prepaid and other current assets — 17,336 64,287 — 81,623 Total current assets 40,474 252,398 468,400 (116,277 ) 644,995 Investment in affiliates 1,414,278 762,251 — (2,176,529 ) — Property, plant and equipment — 431,602 222,438 — 654,040 Deferred income taxes — — 16,819 — 16,819 Goodwill — 217,099 203,030 — 420,129 Notes receivable - affiliate 35,722 7,413 — (43,135 ) — Other assets 4,110 45,617 48,095 — 97,822 Total Assets $ 1,494,584 $ 1,716,380 $ 958,782 $ (2,335,941 ) $ 1,833,805 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable - affiliate $ — $ 80,659 $ 35,618 $ (116,277 ) $ — Accounts payable - trade 47 35,435 50,927 — 86,409 Short-term debt 187,973 131 — — 188,104 Accrued income and other taxes 344 3,380 20,782 — 24,506 Rationalizations — 7,538 2,025 — 9,563 Supply chain financing liability — — — — — Other accrued liabilities 2,444 15,252 25,623 — 43,319 Total current liabilities 190,808 142,395 134,975 (116,277 ) 351,901 Long-term debt - affiliate — 35,722 7,413 (43,135 ) — Long-term debt - third party 300,000 40,393 1,222 — 341,615 Other long-term obligations — 77,724 29,842 — 107,566 Deferred income taxes — 5,118 23,079 — 28,197 Stockholders' equity 1,003,776 1,415,028 762,251 (2,176,529 ) 1,004,526 Total Liabilities and Stockholders' Equity $ 1,494,584 $ 1,716,380 $ 958,782 $ (2,335,941 ) $ 1,833,805 CONDENSED CONSOLIDATING BALANCE SHEETS As of June 30, 2015 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 1,278 $ 13,227 $ — $ 14,505 Accounts receivable - affiliates 42,976 29,081 9,230 (81,287 ) — Accounts receivable - trade — 30,362 91,324 — 121,686 Inventories — 145,605 230,028 — 375,633 Prepaid and other current assets — 17,935 60,017 — 77,952 Total current assets 42,976 224,261 403,826 (81,287 ) 589,776 Investment in affiliates 1,331,268 702,677 — (2,033,945 ) — Property, plant and equipment — 424,235 210,436 — 634,671 Deferred income taxes — — 17,116 — 17,116 Goodwill — 181,717 202,715 — 384,432 Notes receivable - affiliate 28,304 7,413 — (35,717 ) — Other assets 3,813 40,972 42,194 — 86,979 Total Assets $ 1,406,361 $ 1,581,275 $ 876,287 $ (2,150,949 ) $ 1,712,974 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable - affiliate $ — $ 52,201 $ 29,086 $ (81,287 ) $ — Accounts payable - trade — 28,386 43,750 — 72,136 Short-term debt 194,441 2,132 2,642 — 199,215 Accrued income and other taxes — 4,318 16,094 — 20,412 Rationalizations — 2,942 4,457 — 7,399 Supply chain financing liability — — — — — Other accrued liabilities 2,444 9,287 19,521 — 31,252 Total current liabilities 196,885 99,266 115,550 (81,287 ) 330,414 Long-term debt - affiliate — 28,304 7,413 (35,717 ) — Long-term debt - third party 300,000 48,326 1,009 — 349,335 Other long-term obligations — 68,981 30,531 — 99,512 Deferred income taxes — 5,130 19,107 — 24,237 Stockholders' equity 909,476 1,331,268 702,677 (2,033,945 ) 909,476 Total Liabilities and Stockholders' Equity $ 1,406,361 $ 1,581,275 $ 876,287 $ (2,150,949 ) $ 1,712,974 |
Condensed Consolidating Statements of Income and Comprehensive Income | CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the six months ended June 30, 2014 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Sales - affiliates $ — $ 124,316 $ 68,571 $ (192,887 ) $ — Sales - third party — 221,930 343,045 — 564,975 Net sales — 346,246 411,616 (192,887 ) 564,975 Cost of sales — 314,476 399,739 (192,887 ) 521,328 Gross profit — 31,770 11,877 — 43,647 Research and development — 5,673 — — 5,673 Selling and administrative expenses — 24,132 37,912 — 62,044 Impairments — 121,570 — — 121,570 Rationalizations — 52 865 — 917 Operating income (loss) — (119,657 ) (26,900 ) — (146,557 ) Other (income) expense, net — 820 (67 ) — 753 Interest expense - affiliate — 436 — (436 ) — Interest expense - third party 15,955 1,646 553 — 18,154 Interest income - affiliate (436 ) — — 436 — Interest income - third party — — (113 ) — (113 ) Income (loss) before income taxes (15,519 ) (122,559 ) (27,273 ) — ` (165,351 ) Provision for income taxes (5,587 ) 14,399 (7,213 ) — 1,599 Equity in earnings of subsidiary (157,018 ) (20,060 ) — 177,078 — Net (loss) income $ (166,950 ) $ (157,018 ) $ (20,060 ) $ 177,078 $ (166,950 ) Statements of Comprehensive Income Net (loss) income $ (166,950 ) $ (157,018 ) $ (20,060 ) $ 177,078 $ (166,950 ) Other comprehensive income (loss) 2,311 2,311 2,522 (4,833 ) 2,311 Comprehensive (loss) income $ (164,639 ) $ (154,707 ) $ (17,538 ) $ 172,245 $ (164,639 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME For the six months ended June 30, 2015 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Sales - affiliates $ — $ 103,291 $ 42,346 $ (145,637 ) $ — Sales - third party — 134,418 237,915 — 372,333 Net sales — 237,709 280,261 (145,637 ) 372,333 Cost of sales — 219,037 262,231 (145,637 ) 335,631 Gross profit — 18,672 18,030 — 36,702 Research and development — 4,345 — — 4,345 Selling and administrative expenses — 26,836 24,707 — 51,543 Impairments — 35,381 — — 35,381 Rationalizations — (300 ) 4,563 — 4,263 Operating loss — (47,590 ) (11,240 ) — (58,830 ) Other expense (income), net — 732 360 — 1,092 Interest expense - affiliate — 305 — (305 ) — Interest expense - third party 16,382 1,523 211 — 18,116 Interest income - affiliate (305 ) — — 305 — Interest income - third party — (5 ) (341 ) — (346 ) Loss before income taxes (16,077 ) (50,145 ) (11,470 ) — ` (77,692 ) (Benefit from) provision for income taxes — (3,691 ) 4,424 — 733 Equity in losses of subsidiary (62,348 ) (15,894 ) — 78,242 — Net (loss) income $ (78,425 ) $ (62,348 ) $ (15,894 ) $ 78,242 $ (78,425 ) Statements of Comprehensive Income Net (loss) income $ (78,425 ) $ (62,348 ) $ (15,894 ) $ 78,242 $ (78,425 ) Other comprehensive income (loss) (21,209 ) (21,209 ) (22,207 ) 43,416 (21,209 ) Comprehensive (loss) income $ (99,634 ) $ (83,557 ) $ (38,101 ) $ 121,658 $ (99,634 ) |
Condensed Consolidating Statements of Cash Flows | CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the six months ended June 30, 2014 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities: $ (11,480 ) $ 33,155 $ 34,225 $ — $ 55,900 Cash flow from investing activities: (Loans to) repayments from affiliates 8,184 — — (8,184 ) — Capital expenditures — (31,882 ) (14,582 ) — (46,464 ) Proceeds from derivative instruments — 74 (268 ) — (194 ) Proceeds from sale of fixed assets — 2,523 2,523 Insurance recoveries — — 2,834 — 2,834 Net cash (used in) provided by investing activities 8,184 (31,808 ) (9,493 ) (8,184 ) (41,301 ) Cash flow from financing activities: Loans from (repayments to) affiliates — (8,184 ) — 8,184 — Short-term debt borrowings — (23 ) (996 ) — (1,019 ) Revolving Facility borrowings — 131,000 78,000 — 209,000 Revolving Facility reductions — (124,000 ) (81,000 ) — (205,000 ) Principal payments on long term debt — (66 ) (60 ) — (126 ) Supply chain financing — — (9,455 ) — (9,455 ) Proceeds from exercise of stock options 2,813 — — — 2,813 Purchase of treasury shares (435 ) — — — (435 ) Revolver facility refinancing — (2,320 ) (316 ) — (2,636 ) Other 918 — — — 918 Net cash provided by (used in) financing activities 3,296 (3,593 ) (13,827 ) 8,184 (5,940 ) Net increase in cash and cash equivalents — (2,246 ) 10,905 — 8,659 Effect of exchange rate changes on cash and cash equivalents — — 181 — 181 Cash and cash equivalents at beginning of period — 4,752 7,136 — 11,888 Cash and cash equivalents at end of period $ — $ 2,506 $ 18,222 $ — $ 20,728 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the six months ended June 30, 2015 (in thousands) Consolidating Non- Entries and Parent Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities: $ (7,355 ) $ 22,992 $ 36,293 $ (27,710 ) $ 24,220 Cash flow from investing activities: Repayments from affiliates 7,418 — — (7,418 ) — Capital expenditures — (16,994 ) (8,626 ) — (25,620 ) Payments for (proceeds from) derivatives — 397 241 — 638 Proceeds from sale of assets — (7,595 ) (209 ) — (7,804 ) Insurance recoveries — — — — — Net cash provided by (used in) investing activities 7,418 (24,192 ) (8,594 ) (7,418 ) (32,786 ) Cash flow from financing activities: Repayments to affiliates — (7,418 ) — 7,418 — Dividends to affiliates — — (27,710 ) 27,710 Short-term debt borrowings — 2,001 2,505 — 4,506 Revolving Facility borrowings — 62,000 12,000 — 74,000 Revolving Facility reductions — (54,000 ) (12,000 ) — (66,000 ) Principal payments on long term debt — (67 ) — — (67 ) Supply chain financing — — — — — Proceeds from exercise of stock options — — — — — Purchase of treasury shares (63 ) — — — (63 ) Revolver facility refinancing — (2,691 ) (31 ) — (2,722 ) Other — (2,850 ) — — (2,850 ) Net cash provided by (used in) financing activities (63 ) (3,025 ) (25,236 ) 35,128 6,804 Net increase in cash and cash equivalents — (4,225 ) 2,463 — (1,762 ) Effect of exchange rate changes on cash and cash equivalents — — (1,283 ) — (1,283 ) Cash and cash equivalents at beginning of period — 5,503 12,047 — 17,550 Cash and cash equivalents at end of period $ — $ 1,278 $ 13,227 $ — $ 14,505 |
Organization And Summary Of S37
Organization And Summary Of Significant Accounting Policies (Details) $ in Millions | Jun. 30, 2015USD ($)major_product_categories | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||
Number of major product categories | major_product_categories | 7 | |
Other Assets [Member] | ||
Debt Instrument [Line Items] | ||
Capitalized bank fees | $ 11.3 | $ 9.7 |
Rationalizations and Impairme38
Rationalizations and Impairments (Narrative) (Details) metric_tons in Thousands, $ in Thousands | Mar. 02, 2015USD ($)employee | Sep. 30, 2014USD ($) | Jun. 30, 2015USD ($)employeemetric_tons | Jun. 30, 2014 | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
2013 Rationalization Initiatives | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected cash outlay | $ 1,132 | $ 16,494 | ||||
Industrial Materials Segment | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Estimated reduction in capacity (metric tons) | metric_tons | 60 | |||||
Expected number of positions eliminated (employees) | employee | 600 | |||||
Number of positions eliminated (percent) | 20.00% | |||||
Engineered Solutions Segment | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected number of positions eliminated (employees) | employee | 40 | |||||
2014 Engineered Solutions Rationalization | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected cash outlay | $ 780 | 916 | ||||
2014 Corporate and Research & Development Rationalization | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of positions eliminated (percent) | 25.00% | |||||
Expected cost | $ 20,000 | |||||
Expected cash outlay | 4,199 | $ 1,155 | ||||
2014 Corporate and Research & Development Rationalization | Scenario, Forecast | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected cash outlay | $ 12,000 | |||||
2015 Advanced Graphite Materials Rationalization | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected number of positions eliminated (employees) | employee | 85 | |||||
Expected cost | $ 10,000 | |||||
Expected cash outlay | $ 263 | |||||
2015 Advanced Graphite Materials Rationalization | Scenario, Forecast | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected cash outlay | $ 8,000 |
Rationalizations and Impairme39
Rationalizations and Impairments (Rationalization Costs Incurred) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
2014 Engineered Solutions Rationalization | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total rationalization plan and related charges | $ (264) | $ 10,562 | $ 202 | $ 10,562 |
2014 Engineered Solutions Rationalization | Cost of Sales | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Inventory loss | 109 | 10,562 | 543 | 10,562 |
Fixed asset write-offs and other | 360 | 0 | 358 | 0 |
2014 Engineered Solutions Rationalization | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | (733) | 0 | (749) | 0 |
Contract terminations | 50 | 0 | ||
Rationalization Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total rationalization plan and related charges | 4,133 | 20,572 | 10,633 | 38,428 |
Rationalization Plan | Cost of Sales | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation | 0 | 4,245 | 432 | 21,678 |
Inventory loss | 144 | 10,909 | 886 | 11,715 |
Fixed asset write-offs and other | 1,485 | 4,534 | 2,628 | 4,040 |
Rationalization Plan | Research and Development | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation | 319 | 0 | 940 | 0 |
Rationalization Plan | Selling and Administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other | 416 | 53 | 1,485 | 78 |
Rationalization Plan | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Contract terminations | 154 | 527 | 229 | 527 |
Rationalization Plan | Industrial Materials | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total rationalization plan and related charges | 917 | 2,608 | ||
Rationalization Plan | Industrial Materials | Cost of Sales | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation | 0 | 3,832 | 432 | 20,852 |
Inventory loss | 0 | (148) | (61) | 667 |
Fixed asset write-offs and other | 413 | 4,403 | 1,655 | 3,909 |
Rationalization Plan | Industrial Materials | Research and Development | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation | 0 | 0 | 0 | 0 |
Rationalization Plan | Industrial Materials | Selling and Administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other | 400 | 53 | 400 | 78 |
Rationalization Plan | Industrial Materials | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Contract terminations | 0 | 527 | 25 | 528 |
Rationalization Plan | Engineered Solutions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total rationalization plan and related charges | 3,303 | 6,425 | ||
Rationalization Plan | Engineered Solutions | Cost of Sales | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation | 0 | 413 | 0 | 826 |
Inventory loss | 144 | 11,057 | 947 | 11,048 |
Fixed asset write-offs and other | 1,072 | 131 | 973 | 131 |
Rationalization Plan | Engineered Solutions | Research and Development | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation | 0 | 0 | 0 | 0 |
Rationalization Plan | Engineered Solutions | Selling and Administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other | 292 | 0 | 295 | 0 |
Rationalization Plan | Engineered Solutions | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Contract terminations | 154 | 0 | 204 | 0 |
Rationalization Plan | Corporate, R&D and Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total rationalization plan and related charges | (87) | 1,600 | ||
Rationalization Plan | Corporate, R&D and Other | Cost of Sales | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation | 0 | 0 | 0 | 0 |
Inventory loss | 0 | 0 | 0 | 0 |
Fixed asset write-offs and other | 0 | 0 | 0 | 0 |
Rationalization Plan | Corporate, R&D and Other | Research and Development | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation | 319 | 0 | 940 | 0 |
Rationalization Plan | Corporate, R&D and Other | Selling and Administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other | (276) | 0 | 790 | 0 |
Rationalization Plan | Corporate, R&D and Other | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Contract terminations | 0 | 0 | 0 | 0 |
Rationalization Plan | Employee Severance | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | 1,615 | 304 | 4,033 | 390 |
Rationalization Plan | Employee Severance | Industrial Materials | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | 104 | 304 | 157 | 418 |
Rationalization Plan | Employee Severance | Engineered Solutions | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | 1,641 | 0 | 4,006 | (28) |
Rationalization Plan | Employee Severance | Corporate, R&D and Other | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | (130) | 0 | (130) | 0 |
2013 Rationalization Initiatives | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total rationalization plan and related charges | 818 | 10,011 | 2,552 | 27,867 |
2013 Rationalization Initiatives | Cost of Sales | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation | 0 | 4,245 | 432 | 21,678 |
Inventory loss | 0 | 348 | (61) | 1,153 |
Fixed asset write-offs and other | 662 | 4,534 | 1,913 | 4,040 |
2013 Rationalization Initiatives | Selling and Administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other | 0 | 52 | 0 | 78 |
2013 Rationalization Initiatives | Industrial Materials | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total rationalization plan and related charges | 423 | 8,971 | 2,148 | 26,452 |
2013 Rationalization Initiatives | Industrial Materials | Cost of Sales | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation | 0 | 3,832 | 432 | 20,852 |
Inventory loss | 0 | (148) | (61) | 667 |
Fixed asset write-offs and other | 413 | 4,403 | 1,655 | 3,909 |
2013 Rationalization Initiatives | Industrial Materials | Selling and Administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other | 0 | 52 | 0 | 78 |
2013 Rationalization Initiatives | Engineered Solutions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total rationalization plan and related charges | 395 | 1,040 | 404 | 1,415 |
2013 Rationalization Initiatives | Engineered Solutions | Cost of Sales | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation | 0 | 413 | 0 | 826 |
Inventory loss | 0 | 496 | 0 | 486 |
Fixed asset write-offs and other | 249 | 131 | 258 | 131 |
2013 Rationalization Initiatives | Engineered Solutions | Selling and Administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other | 0 | 0 | 0 | 0 |
2013 Rationalization Initiatives | Corporate, R&D and Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total rationalization plan and related charges | 0 | 0 | 0 | 0 |
2013 Rationalization Initiatives | Corporate, R&D and Other | Cost of Sales | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation | 0 | 0 | 0 | 0 |
Inventory loss | 0 | 0 | 0 | 0 |
Fixed asset write-offs and other | 0 | 0 | 0 | 0 |
2013 Rationalization Initiatives | Corporate, R&D and Other | Selling and Administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other | 0 | 0 | 0 | 0 |
2013 Rationalization Initiatives | Employee Severance | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | 156 | 304 | 243 | 390 |
2013 Rationalization Initiatives | Employee Severance | Industrial Materials | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | 10 | 304 | 97 | 418 |
2013 Rationalization Initiatives | Employee Severance | Engineered Solutions | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | 146 | 0 | 146 | (28) |
2013 Rationalization Initiatives | Employee Severance | Corporate, R&D and Other | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | 0 | 0 | 0 | 0 |
2013 Rationalization Initiatives | Contract Terminations | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Contract terminations | 0 | 528 | 25 | 528 |
2013 Rationalization Initiatives | Contract Terminations | Industrial Materials | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Contract terminations | 0 | 528 | 25 | 528 |
2013 Rationalization Initiatives | Contract Terminations | Engineered Solutions | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Contract terminations | 0 | 0 | 0 | 0 |
2013 Rationalization Initiatives | Contract Terminations | Corporate, R&D and Other | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Contract terminations | 0 | $ 0 | 0 | 0 |
2014 Corporate and Research & Development Rationalization | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total rationalization plan and related charges | 2,069 | 416 | ||
2014 Corporate and Research & Development Rationalization | Cost of Sales | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation | 940 | 319 | ||
Fixed asset write-offs and other | 1 | 1 | ||
2014 Corporate and Research & Development Rationalization | Selling and Administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other | 1,190 | 124 | ||
2014 Corporate and Research & Development Rationalization | Industrial Materials | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total rationalization plan and related charges | 494 | 460 | ||
2014 Corporate and Research & Development Rationalization | Industrial Materials | Research and Development | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation | 0 | 0 | ||
Fixed asset write-offs and other | 0 | 0 | ||
2014 Corporate and Research & Development Rationalization | Industrial Materials | Selling and Administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other | 400 | 400 | ||
2014 Corporate and Research & Development Rationalization | Engineered Solutions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total rationalization plan and related charges | 9 | 9 | ||
2014 Corporate and Research & Development Rationalization | Engineered Solutions | Research and Development | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation | 0 | 0 | ||
Fixed asset write-offs and other | 1 | 1 | ||
2014 Corporate and Research & Development Rationalization | Engineered Solutions | Selling and Administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other | 0 | 0 | ||
2014 Corporate and Research & Development Rationalization | Corporate, R&D and Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total rationalization plan and related charges | (87) | 1,600 | ||
2014 Corporate and Research & Development Rationalization | Corporate, R&D and Other | Research and Development | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation | 319 | 940 | ||
Fixed asset write-offs and other | 0 | 0 | ||
2014 Corporate and Research & Development Rationalization | Corporate, R&D and Other | Selling and Administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other | (276) | 790 | ||
2014 Corporate and Research & Development Rationalization | Employee Severance | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | (62) | $ (28) | ||
2014 Corporate and Research & Development Rationalization | Employee Severance | Industrial Materials | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | 94 | 60 | ||
2014 Corporate and Research & Development Rationalization | Employee Severance | Engineered Solutions | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | 8 | 8 | ||
2014 Corporate and Research & Development Rationalization | Employee Severance | Corporate, R&D and Other | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | (130) | (130) | ||
2015 Advanced Graphite Materials Rationalization | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total rationalization plan and related charges | 3,162 | 5,810 | ||
2015 Advanced Graphite Materials Rationalization | Cost of Sales | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Inventory loss | 35 | 404 | ||
Fixed asset write-offs and other | 461 | 356 | ||
2015 Advanced Graphite Materials Rationalization | Selling and Administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other | 292 | 295 | ||
2015 Advanced Graphite Materials Rationalization | Employee Severance | Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | 2,220 | 4,601 | ||
Contract terminations | $ 154 | $ 154 |
Rationalizations and Impairme40
Rationalizations and Impairments (Rationalization-Roll-forward) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
2013 Rationalization Initiatives | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 1,035 | $ 18,421 |
Charges incurred | (41) | (613) |
Change in estimates | (229) | (153) |
Payments and settlements | (1,132) | (16,494) |
Effect of change in currency exchange rates | (91) | (1,658) |
Ending balance | 82 | 1,035 |
2014 Engineered Solutions Rationalization | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 1,655 | 0 |
Charges incurred | (50) | (2,611) |
Change in estimates | (749) | (40) |
Payments and settlements | (780) | (916) |
Ending balance | 176 | 1,655 |
2014 Corporate and Research & Development Rationalization | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 6,873 | 0 |
Charges incurred | (34) | 8,159 |
Change in estimates | 28 | (21) |
Payments and settlements | (4,199) | (1,155) |
Effect of change in currency exchange rates | (5) | (152) |
Ending balance | 2,607 | 6,873 |
2015 Advanced Graphite Materials Rationalization | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | |
Charges incurred | (4,834) | |
Payments and settlements | (263) | |
Effect of change in currency exchange rates | (38) | |
Ending balance | $ 4,533 | $ 0 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 1.1 | $ 2.2 | $ 2.7 | $ 2.8 | |
Compensation cost related to non-vested restricted stock, performance shares and stock options not yet recognized | $ 8.4 | ||||
Compensation cost related to non-vested restricted stock, performance shares and stock options not yet recognized, weighted average life, in years | 1 year 8 months 5 days | ||||
Selling And Administrative Expenses [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 1 | $ 1.6 | $ 2.5 | $ 2.1 |
Stock-Based Compensation (Sched
Stock-Based Compensation (Schedule Of Restricted Stock And Performance Share Awards Activity) (Details) - 6 months ended Jun. 30, 2015 - Restricted Stock And Performance Shares [Member] - $ / shares | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding unvested as of January 1, 2015 | 1,814,130 |
Number of Shares, Granted | 19,969 |
Number of Shares, Vested | (55,211) |
Number of Shares, Forfeited/canceled/expired | (188,407) |
Outstanding unvested as of March 31, 2015 | 1,590,481 |
Outstanding unvested as of January 1, 2015 | $ 6.31 |
Weighted-Average Grant Date Fair Value, Granted | 8.31 |
Weighted-Average Grant Date Fair Value, Vested | 10.23 |
Weighted-Average Grant Date Fair Value, Forfeited/canceled/expired | 6.42 |
Outstanding unvested as of March 31, 2015 | $ 6.18 |
Stock-Based Compensation (Sch43
Stock-Based Compensation (Schedule Of Stock Option Activity Under The Plans) (Details) - 6 months ended Jun. 30, 2015 - Stock Options [Member] - $ / shares | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding unvested as of January 1, 2015 | 2,042,074 |
Number of Shares, Forfeited/canceled/expired | (203,592) |
Outstanding unvested as of March 31, 2015 | 1,838,482 |
Outstanding as of January 1, 2015 | $ 10.93 |
Weighted-Average Exercise Price, Forfeited/canceled/expired | 10.77 |
Outstanding as of March 31, 2015 | $ 10.95 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Weighted average common shares outstanding for basic calculation | 137,252,356 | 135,963,054 | 137,112,630 | 135,713,004 |
Add: Effect of stock options and restricted stock | 0 | 0 | 0 | 0 |
Weighted average common shares outstanding for diluted calculation | 137,252,356 | 135,963,054 | 137,112,630 | 135,713,004 |
Shares which exclude consideration of stock options in calculation of diluted shares outstanding | 1,359,199 | 1,079,251 |
Segment Reporting (Schedule Of
Segment Reporting (Schedule Of Financial Information Concerning Reportable Segments) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)segment | Jun. 30, 2014USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Total net sales | $ 165,122 | $ 284,184 | $ 372,333 | $ 564,975 |
Total operating loss | (12,997) | (139,488) | (58,830) | (146,557) |
Other expense (income), net | 699 | (41) | 1,092 | 753 |
Interest expense | 9,195 | 9,155 | 18,116 | 18,154 |
Interest income | (273) | (55) | (346) | (113) |
Loss before provision for income taxes | $ (22,618) | $ (148,547) | (77,692) | (165,351) |
Industrial Materials | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 290,049 | 425,431 | ||
Total operating loss | (22,804) | 2,660 | ||
Engineered Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 82,284 | 139,544 | ||
Total operating loss | $ (7,848) | $ (119,259) |
Benefit Plans (Schedule Of Bene
Benefit Plans (Schedule Of Benefit Plans) (Details) - USD ($) $ in Thousands | Mar. 27, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |||||
Settlement of projected benefit obligations | $ 59,000 | ||||
Pension Costs [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | $ 506 | $ 473 | $ 1,333 | $ 946 | |
Interest cost | 1,526 | 2,169 | 3,052 | 4,338 | |
Expected return on plan assets | (1,354) | (1,938) | (2,708) | (3,876) | |
Amortization of prior service cost/benefit | 1 | 1 | 2 | 2 | |
Net cost | 679 | 705 | 1,679 | 1,410 | |
Postretirement Costs [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 4 | 19 | 8 | 38 | |
Interest cost | 315 | 352 | 630 | 704 | |
Amortization of prior service cost/benefit | (43) | (47) | (86) | (94) | |
Net cost | $ 276 | $ 1,372 | $ 552 | $ 1,696 |
Goodwill And Other Intangible47
Goodwill And Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Goodwill [Line Items] | ||||
Goodwill, impairment loss | $ 35,381 | |||
Amortization expense of intangible assets | 8,700 | $ 10,200 | ||
Estimated amortization expense, remainder of 2015 | $ 8,400 | 8,400 | ||
Estimated amortization expense, 2016 | 13,100 | 13,100 | ||
Estimated amortization expense, 2017 | 11,800 | 11,800 | ||
Estimated amortization expense, 2018 | 10,700 | 10,700 | ||
Estimated amortization expense, 2019 | 9,200 | $ 9,200 | ||
Needle Coke | ||||
Goodwill [Line Items] | ||||
Goodwill, impairment loss | $ 35,400 | $ 75,700 | ||
Decrease in market prices | 18.00% | |||
Discounted cash flow model, period of forecasted cash flows | 17 years | |||
Discounted cash flow model, discount rate | 10.50% |
Goodwill And Other Intangible48
Goodwill And Other Intangible Assets (Schedule Of Changes In The Carrying Value Of Goodwill) (Details) - USD ($) $ in Thousands | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance as of December 31, 2014 | $ 420,129 |
Impairment | (35,381) |
Currency translation effect | (316) |
Balance as of March 31, 2015 | $ 384,432 |
Goodwill And Other Intangible49
Goodwill And Other Intangible Assets (Schedule Of Intangible Assets With Determinable Useful Lives By Major Category) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Goodwill [Line Items] | ||
Gross Carrying Amount | $ 162,047 | $ 162,047 |
Accumulated Amortization & Impairment | (86,949) | (95,636) |
Net Carrying Amount | 75,098 | 66,411 |
Trade Name | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | 7,900 | 7,900 |
Accumulated Amortization & Impairment | (5,154) | (4,817) |
Net Carrying Amount | 2,746 | 3,083 |
Technological Know-How | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | 43,349 | 43,349 |
Accumulated Amortization & Impairment | (27,926) | (24,940) |
Net Carrying Amount | 15,423 | 18,409 |
Customer-Related Intangible | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | 110,798 | 110,798 |
Accumulated Amortization & Impairment | (62,556) | (57,192) |
Net Carrying Amount | $ 48,242 | $ 53,606 |
Debt And Liquidity (Narrative)
Debt And Liquidity (Narrative) (Details) | Feb. 27, 2015USD ($) | Nov. 30, 2010USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Nov. 20, 2012USD ($) |
Debt Instrument [Line Items] | |||||
Fair value of debt | $ 520,400,000 | $ 473,300,000 | |||
Book value of debt | $ 548,600,000 | $ 529,700,000 | |||
Stated interest rate | 6.375% | ||||
Interest rate used to record at present value | 7.00% | ||||
Loan balance, net of unamortized discount | $ 199,215,000 | $ 188,104,000 | |||
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount issued | $ 300,000,000 | ||||
Stated interest rate | 6.375% | ||||
Redemption price, percentage of principal, prior to November 15, 2016 | 100.00% | ||||
Redemption price, percentage of principal, prior to November 15, 2015 | 106.375% | ||||
Repurchase price, percentage of principal, due to change in control | 101.00% | ||||
Senior Notes | Minimum | |||||
Debt Instrument [Line Items] | |||||
Unpaid indebtedness or accelerated proceeds exceeds | 50,000,000 | ||||
Unpaid judgment or decree in excess of | 50,000,000 | ||||
Senior Notes | Maximum | |||||
Debt Instrument [Line Items] | |||||
Percentage of principal allowed to redeem | 35.00% | ||||
Senior Subordinated Notes | |||||
Debt Instrument [Line Items] | |||||
Face amount of debt issued in connection with acquisition | $ 200,000,000 | ||||
Interest rate used to record at present value | 7.00% | ||||
Amended and Restated Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Unused borrowing capacity | 258,000,000 | ||||
Outstanding letters of credit | $ 6,300,000 | ||||
Minimum cash interest coverage ratio | 2.50 | ||||
Range of maximum senior secured leverage ratio, minimum | 3.75 | ||||
Range of maximum senior secured leverage ratio, maximum | 3 | ||||
Amended and Restated Credit Agreement | Minimum | |||||
Debt Instrument [Line Items] | |||||
Undrawn commitment fee | 0.35% | ||||
Amended and Restated Credit Agreement | Maximum | |||||
Debt Instrument [Line Items] | |||||
Undrawn commitment fee | 0.50% | ||||
Amended and Restated Credit Agreement | LIBOR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Margin spread on variable interest rate | 2.25% | ||||
Amended and Restated Credit Agreement | LIBOR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Margin spread on variable interest rate | 3.75% | ||||
Term Loan Facility | Amended and Restated Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 40,000,000 | ||||
Revolving Credit Facility | Amended and Restated Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 400,000,000 |
Debt And Liquidity (Schedule Of
Debt And Liquidity (Schedule Of Long-Term Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 349,335 | $ 341,615 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 300,000 | 300,000 |
Other Debt | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,335 | 1,615 |
Revolving Facility | ||
Debt Instrument [Line Items] | ||
Revolving Facility | $ 48,000 | $ 40,000 |
Debt And Liquidity (Schedule 52
Debt And Liquidity (Schedule of Short-Term Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Short-term Debt [Line Items] | ||
Total Short-Term Debt | $ 199,215 | $ 188,104 |
Senior Subordinated Notes | ||
Short-term Debt [Line Items] | ||
Total Short-Term Debt | 194,440 | 187,973 |
Other debt | ||
Short-term Debt [Line Items] | ||
Total Short-Term Debt | $ 4,775 | $ 131 |
Inventories (Schedule Of Invent
Inventories (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 111,519 | $ 122,218 |
Work in process | 168,396 | 176,141 |
Finished goods | 95,718 | 84,544 |
Inventories, net | $ 375,633 | $ 382,903 |
Interest Expense (Details)
Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Interest and Debt Expense [Abstract] | |||||
Interest incurred on debt | $ 5,282 | $ 5,345 | $ 10,452 | $ 10,714 | |
Amortization of discount on Senior Subordinated Notes | 3,261 | 3,048 | 6,468 | 6,045 | |
Amortization of debt issuance costs | 652 | 762 | 1,196 | 1,395 | |
Total interest expense | $ 9,195 | $ 9,155 | $ 18,116 | $ 18,154 | |
Effective interest rate, revolving credit facility | 2.37% | 2.17% | |||
Senior Subordinated Notes implied rate | 7.00% | ||||
Stated interest rate | 6.375% |
Contingencies (Details)
Contingencies (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Loss Contingency [Abstract] | |
Balance as of December 31, 2014 | $ 923 |
Product warranty adjustments | 1,035 |
Payments and settlements | (382) |
Balance as of March 31, 2015 | $ 1,576 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
U.S. statutory rate | 35.00% | |||
Effective tax rate | (0.90%) | (4.60%) | (0.90%) | (1.00%) |
Unrecognized tax benefits | $ 3.7 | $ 3.7 | ||
Unrecognized tax benefits that would have a favorable impact on effective tax rate | $ 2.7 | $ 2.7 |
Income Taxes (Summary Of Provis
Income Taxes (Summary Of Provision For Income Taxes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Tax (benefit) expense | $ 199 | $ 6,886 | $ 733 | $ 1,599 |
Pretax loss | $ (22,618) | $ (148,547) | $ (77,692) | $ (165,351) |
Effective tax rates | (0.90%) | (4.60%) | (0.90%) | (1.00%) |
Derivative Instruments (Narrati
Derivative Instruments (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Derivative [Line Items] | ||||
Intercompany debt designated as a non-derivative net investment hedging instrument | $ 15.1 | $ 15.1 | $ 15.8 | |
Gain (loss) currency translation adjustment | $ 0.1 | $ 0.2 | ||
Foreign Currency Derivatives | ||||
Derivative [Line Items] | ||||
Notional amounts of foreign currency derivatives | $ 72.5 | |||
Minimum | Foreign Currency Derivatives | ||||
Derivative [Line Items] | ||||
Derivative maturities | ||||
Maximum | Foreign Currency Derivatives | ||||
Derivative [Line Items] | ||||
Derivative maturities |
Derivative Instruments (Schedul
Derivative Instruments (Schedule Of Fair Value Of Derivatives Designated As Cash Flow Hedges) (Details) - Designated as Hedging Instrument - Cash Flow Hedging - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Derivative [Line Items] | ||
Asset Derivatives, Fair Value | $ 722 | $ 924 |
Liability Derivatives, Fair Value | 8,301 | 613 |
Foreign Currency Derivatives | Prepaid and other current assets | ||
Derivative [Line Items] | ||
Asset Derivatives, Fair Value | 924 | 722 |
Foreign Currency Derivatives | Other current liabilities | ||
Derivative [Line Items] | ||
Liability Derivatives, Fair Value | $ 613 | 1,234 |
Commodity Derivative Contracts | Prepaid and other current assets | ||
Derivative [Line Items] | ||
Asset Derivatives, Fair Value | 0 | |
Commodity Derivative Contracts | Other current liabilities | ||
Derivative [Line Items] | ||
Liability Derivatives, Fair Value | $ 7,067 |
Derivative Instruments (Sched60
Derivative Instruments (Schedule Of Fair Value Of Derivatives Designated As Fair Value Hedges) (Details) - Not Designated As Hedging Instrument - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Derivative [Line Items] | ||
Fair Value, Asset Derivatives | $ 80 | $ 181 |
Fair Value, Liability Derivatives | 428 | 474 |
Foreign Currency Derivatives | Prepaid and other current assets | ||
Derivative [Line Items] | ||
Fair Value, Asset Derivatives | 181 | 80 |
Foreign Currency Derivatives | Other current liabilities | ||
Derivative [Line Items] | ||
Fair Value, Liability Derivatives | $ 474 | $ 428 |
Derivative Instruments (Sched61
Derivative Instruments (Schedule Of Realized (Gains) Losses On Derivatives Recognized In Statement Of Income) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Designated as Hedging Instrument | Cash Flow Hedging | Foreign Currency Derivatives | Cost of goods sold/Other expense / (income) / Revenue | ||
Derivative [Line Items] | ||
Amount of (Gain)/Loss Recognized (Effective Portion) | $ (1,275) | $ 328 |
Amount of (Gain)/Loss Recognized - Tax | (223) | (3) |
Designated as Hedging Instrument | Cash Flow Hedging | Commodity Forward Derivatives | Cost of goods sold / Revenue | ||
Derivative [Line Items] | ||
Amount of (Gain)/Loss Recognized (Effective Portion) | 793 | 26 |
Amount of (Gain)/Loss Recognized - Tax | (16) | (193) |
Not Designated As Hedging Instrument | Fair Value Hedging | Foreign Currency Derivatives | Cost of goods sold/Other expense (income) | ||
Derivative [Line Items] | ||
Amount of (Gain)/Loss Recognized (Effective Portion) | $ 676 | $ (61) |
Guarantor Information (Textual)
Guarantor Information (Textual) (Details) - USD ($) | Dec. 31, 2014 | Nov. 20, 2012 |
Debt Instrument [Line Items] | ||
Stated interest rate | 6.375% | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Principal amount issued | $ 300,000,000 | |
Stated interest rate | 6.375% |
Guarantor Infromation (Balance
Guarantor Infromation (Balance Sheet) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 |
ASSETS | ||||||
Cash and cash equivalents | $ 14,505 | $ 17,550 | $ 20,728 | $ 11,888 | $ 20,728 | $ 11,888 |
Accounts receivable - affiliates | 0 | 0 | ||||
Accounts receivable - trade | 121,686 | 162,919 | ||||
Inventories | 375,633 | 382,903 | ||||
Prepaid expenses and other current assets | 77,952 | 81,623 | ||||
Total current assets | 589,776 | 644,995 | ||||
Investment in affiliates | 0 | 0 | ||||
Net property, plant and equipment | 634,671 | 654,040 | ||||
Deferred income taxes | 17,116 | 16,819 | ||||
Goodwill | 384,432 | 420,129 | ||||
Notes receivable - affiliate | 0 | 0 | ||||
Other assets | 86,979 | 97,822 | ||||
Total assets | 1,712,974 | 1,833,805 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Accounts payable - affiliate | 0 | 0 | ||||
Accounts payable - trade | 72,136 | 86,409 | ||||
Short-term debt | 199,215 | 188,104 | ||||
Accrued income and other taxes | 20,412 | 24,506 | ||||
Rationalizations | 7,399 | 9,563 | ||||
Supply chain financing liability | 0 | 0 | ||||
Other accrued liabilities | 31,252 | 43,319 | ||||
Total current liabilities | 330,414 | 351,901 | ||||
Long-term debt - affiliate | 0 | 0 | ||||
Long-term debt - third party | 349,335 | 341,615 | ||||
Other long-term obligations | 99,512 | 107,566 | ||||
Deferred income taxes | 24,237 | 28,197 | ||||
Total stockholders' equity | 909,476 | 1,004,526 | ||||
Total liabilities and stockholders' equity | 1,712,974 | 1,833,805 | ||||
Parent Company [Member] | ||||||
ASSETS | ||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | ||
Accounts receivable - affiliates | 42,976 | 40,474 | ||||
Accounts receivable - trade | 0 | 0 | ||||
Inventories | 0 | 0 | ||||
Prepaid expenses and other current assets | 0 | 0 | ||||
Total current assets | 42,976 | 40,474 | ||||
Investment in affiliates | 1,331,268 | 1,414,278 | ||||
Net property, plant and equipment | 0 | 0 | ||||
Deferred income taxes | 0 | 0 | ||||
Goodwill | 0 | 0 | ||||
Notes receivable - affiliate | 28,304 | 35,722 | ||||
Other assets | 3,813 | 4,110 | ||||
Total assets | 1,406,361 | 1,494,584 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Accounts payable - affiliate | 0 | 0 | ||||
Accounts payable - trade | 0 | 47 | ||||
Short-term debt | 194,441 | 187,973 | ||||
Accrued income and other taxes | 0 | 344 | ||||
Rationalizations | 0 | 0 | ||||
Supply chain financing liability | 0 | 0 | ||||
Other accrued liabilities | 2,444 | 2,444 | ||||
Total current liabilities | 196,885 | 190,808 | ||||
Long-term debt - affiliate | 0 | 0 | ||||
Long-term debt - third party | 300,000 | 300,000 | ||||
Other long-term obligations | 0 | 0 | ||||
Deferred income taxes | 0 | 0 | ||||
Total stockholders' equity | 909,476 | 1,003,776 | ||||
Total liabilities and stockholders' equity | 1,406,361 | 1,494,584 | ||||
Guarantor Subsidiaries [Member] | ||||||
ASSETS | ||||||
Cash and cash equivalents | 1,278 | 5,503 | 2,506 | 4,752 | ||
Accounts receivable - affiliates | 29,081 | 35,618 | ||||
Accounts receivable - trade | 30,362 | 45,861 | ||||
Inventories | 145,605 | 148,080 | ||||
Prepaid expenses and other current assets | 17,935 | 17,336 | ||||
Total current assets | 224,261 | 252,398 | ||||
Investment in affiliates | 702,677 | 762,251 | ||||
Net property, plant and equipment | 424,235 | 431,602 | ||||
Deferred income taxes | 0 | 0 | ||||
Goodwill | 181,717 | 217,099 | ||||
Notes receivable - affiliate | 7,413 | 7,413 | ||||
Other assets | 40,972 | 45,617 | ||||
Total assets | 1,581,275 | 1,716,380 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Accounts payable - affiliate | 52,201 | 80,659 | ||||
Accounts payable - trade | 28,386 | 35,435 | ||||
Short-term debt | 2,132 | 131 | ||||
Accrued income and other taxes | 4,318 | 3,380 | ||||
Rationalizations | 2,942 | 7,538 | ||||
Supply chain financing liability | 0 | 0 | ||||
Other accrued liabilities | 9,287 | 15,252 | ||||
Total current liabilities | 99,266 | 142,395 | ||||
Long-term debt - affiliate | 28,304 | 35,722 | ||||
Long-term debt - third party | 48,326 | 40,393 | ||||
Other long-term obligations | 68,981 | 77,724 | ||||
Deferred income taxes | 5,130 | 5,118 | ||||
Total stockholders' equity | 1,331,268 | 1,415,028 | ||||
Total liabilities and stockholders' equity | 1,581,275 | 1,716,380 | ||||
Non-Guarantor Subsidiaries [Member] | ||||||
ASSETS | ||||||
Cash and cash equivalents | 13,227 | 12,047 | 18,222 | 7,136 | ||
Accounts receivable - affiliates | 9,230 | 40,185 | ||||
Accounts receivable - trade | 91,324 | 117,058 | ||||
Inventories | 230,028 | 234,823 | ||||
Prepaid expenses and other current assets | 60,017 | 64,287 | ||||
Total current assets | 403,826 | 468,400 | ||||
Investment in affiliates | 0 | 0 | ||||
Net property, plant and equipment | 210,436 | 222,438 | ||||
Deferred income taxes | 17,116 | 16,819 | ||||
Goodwill | 202,715 | 203,030 | ||||
Notes receivable - affiliate | 0 | 0 | ||||
Other assets | 42,194 | 48,095 | ||||
Total assets | 876,287 | 958,782 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Accounts payable - affiliate | 29,086 | 35,618 | ||||
Accounts payable - trade | 43,750 | 50,927 | ||||
Short-term debt | 2,642 | 0 | ||||
Accrued income and other taxes | 16,094 | 20,782 | ||||
Rationalizations | 4,457 | 2,025 | ||||
Supply chain financing liability | 0 | 0 | ||||
Other accrued liabilities | 19,521 | 25,623 | ||||
Total current liabilities | 115,550 | 134,975 | ||||
Long-term debt - affiliate | 7,413 | 7,413 | ||||
Long-term debt - third party | 1,009 | 1,222 | ||||
Other long-term obligations | 30,531 | 29,842 | ||||
Deferred income taxes | 19,107 | 23,079 | ||||
Total stockholders' equity | 702,677 | 762,251 | ||||
Total liabilities and stockholders' equity | 876,287 | 958,782 | ||||
Consolidating Entries and Eliminations [Member] | ||||||
ASSETS | ||||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 | ||
Accounts receivable - affiliates | (81,287) | (116,277) | ||||
Accounts receivable - trade | 0 | 0 | ||||
Inventories | 0 | 0 | ||||
Prepaid expenses and other current assets | 0 | 0 | ||||
Total current assets | (81,287) | (116,277) | ||||
Investment in affiliates | (2,033,945) | (2,176,529) | ||||
Net property, plant and equipment | 0 | 0 | ||||
Deferred income taxes | 0 | 0 | ||||
Goodwill | 0 | 0 | ||||
Notes receivable - affiliate | (35,717) | (43,135) | ||||
Other assets | 0 | 0 | ||||
Total assets | (2,150,949) | (2,335,941) | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Accounts payable - affiliate | (81,287) | (116,277) | ||||
Accounts payable - trade | 0 | 0 | ||||
Short-term debt | 0 | 0 | ||||
Accrued income and other taxes | 0 | 0 | ||||
Rationalizations | 0 | 0 | ||||
Supply chain financing liability | 0 | 0 | ||||
Other accrued liabilities | 0 | 0 | ||||
Total current liabilities | (81,287) | (116,277) | ||||
Long-term debt - affiliate | (35,717) | (43,135) | ||||
Long-term debt - third party | 0 | 0 | ||||
Other long-term obligations | 0 | 0 | ||||
Deferred income taxes | 0 | 0 | ||||
Total stockholders' equity | (2,033,945) | (2,176,529) | ||||
Total liabilities and stockholders' equity | $ (2,150,949) | $ (2,335,941) |
Guarantor Information (Income a
Guarantor Information (Income and Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Sales - affiliates | $ 0 | $ 0 | $ 0 | $ 0 |
Sales - third party | 165,122 | 284,184 | 372,333 | 564,975 |
Net sales | 165,122 | 284,184 | 372,333 | 564,975 |
Cost of sales | 149,183 | 266,231 | 335,631 | 521,328 |
Gross profit | 15,939 | 17,953 | 36,702 | 43,647 |
Research and development | 1,914 | 2,903 | 4,345 | 5,673 |
Selling and administrative expenses | 25,253 | 32,137 | 51,543 | 62,044 |
Impairments | 121,570 | 35,381 | 121,570 | |
Rationalizations | 1,769 | 831 | 4,263 | 917 |
Operating loss | (12,997) | (139,488) | (58,830) | (146,557) |
Other (income) expense, net | 699 | (41) | 1,092 | 753 |
Interest expense - affiliate | 0 | 0 | 0 | 0 |
Interest expense - third party | 9,195 | 9,155 | 18,116 | 18,154 |
Interest income - affiliate | 0 | 0 | 0 | 0 |
Interest income | (273) | (55) | (346) | (113) |
Loss before provision for income taxes | (22,618) | (148,547) | (77,692) | (165,351) |
(Benefit) provision for income taxes | 199 | 6,886 | 733 | 1,599 |
Equity in earnings of subsidiary | 0 | 0 | 0 | 0 |
Net loss | (22,817) | (155,433) | (78,425) | (166,950) |
Statements of Comprehensive Income | ||||
Net income | (22,817) | (155,433) | (78,425) | (166,950) |
Other comprehensive income (loss), net of tax: | 7,557 | 239 | (21,209) | 2,311 |
Comprehensive loss | (15,260) | (155,194) | (99,634) | (164,639) |
Parent Company [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Sales - affiliates | 0 | 0 | 0 | 0 |
Sales - third party | 0 | 0 | 0 | 0 |
Net sales | 0 | 0 | 0 | 0 |
Cost of sales | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Research and development | 0 | 0 | 0 | 0 |
Selling and administrative expenses | 0 | 0 | 0 | 0 |
Impairments | 0 | 0 | 0 | |
Rationalizations | 0 | 0 | 0 | 0 |
Operating loss | 0 | 0 | 0 | 0 |
Other (income) expense, net | 0 | 0 | 0 | 0 |
Interest expense - affiliate | 0 | 0 | 0 | 0 |
Interest expense - third party | 8,220 | 8,003 | 16,382 | 15,955 |
Interest income - affiliate | (145) | (210) | (305) | (436) |
Interest income | 0 | 0 | 0 | 0 |
Loss before provision for income taxes | (8,075) | (7,793) | (16,077) | (15,519) |
(Benefit) provision for income taxes | 0 | (2,806) | 0 | (5,587) |
Equity in earnings of subsidiary | (14,742) | (150,446) | (62,348) | (157,018) |
Net loss | (22,817) | (155,433) | (78,425) | (166,950) |
Statements of Comprehensive Income | ||||
Net income | (22,817) | (155,433) | (78,425) | (166,950) |
Other comprehensive income (loss), net of tax: | 7,557 | 239 | (21,209) | 2,311 |
Comprehensive loss | (15,260) | (155,194) | (99,634) | (164,639) |
Guarantor Subsidiaries [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Sales - affiliates | 52,107 | 53,959 | 103,291 | 124,316 |
Sales - third party | 62,397 | 110,806 | 134,418 | 221,930 |
Net sales | 114,504 | 164,765 | 237,709 | 346,246 |
Cost of sales | 102,449 | 157,447 | 219,037 | 314,476 |
Gross profit | 12,055 | 7,318 | 18,672 | 31,770 |
Research and development | 1,914 | 2,903 | 4,345 | 5,673 |
Selling and administrative expenses | 12,394 | 14,265 | 26,836 | 24,132 |
Impairments | 121,570 | 35,381 | 121,570 | |
Rationalizations | (626) | 16 | (300) | 52 |
Operating loss | (1,627) | (131,436) | (47,590) | (119,657) |
Other (income) expense, net | 423 | (4) | 732 | 820 |
Interest expense - affiliate | 145 | 210 | 305 | 436 |
Interest expense - third party | 858 | 906 | 1,523 | 1,646 |
Interest income - affiliate | 0 | 0 | 0 | 0 |
Interest income | (5) | 0 | (5) | 0 |
Loss before provision for income taxes | (3,048) | (132,548) | (50,145) | (122,559) |
(Benefit) provision for income taxes | (4,042) | 9,847 | (3,691) | 14,399 |
Equity in earnings of subsidiary | (15,736) | (8,051) | (15,894) | (20,060) |
Net loss | (14,742) | (150,446) | (62,348) | (157,018) |
Statements of Comprehensive Income | ||||
Net income | (14,742) | (150,446) | (62,348) | (157,018) |
Other comprehensive income (loss), net of tax: | 7,557 | 239 | (21,209) | 2,311 |
Comprehensive loss | (7,185) | (150,207) | (83,557) | (154,707) |
Non-Guarantor Subsidiaries [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Sales - affiliates | 15,572 | 33,364 | 42,346 | 68,571 |
Sales - third party | 102,725 | 173,378 | 237,915 | 343,045 |
Net sales | 118,297 | 206,742 | 280,261 | 411,616 |
Cost of sales | 114,413 | 196,107 | 262,231 | 399,739 |
Gross profit | 3,884 | 10,635 | 18,030 | 11,877 |
Research and development | 0 | 0 | 0 | 0 |
Selling and administrative expenses | 12,859 | 17,872 | 24,707 | 37,912 |
Impairments | 0 | 0 | 0 | |
Rationalizations | 2,395 | 815 | 4,563 | 865 |
Operating loss | (11,370) | (8,052) | (11,240) | (26,900) |
Other (income) expense, net | 276 | (37) | 360 | (67) |
Interest expense - affiliate | 0 | 0 | 0 | 0 |
Interest expense - third party | 117 | 246 | 211 | 553 |
Interest income - affiliate | 0 | 0 | 0 | 0 |
Interest income | (268) | (55) | (341) | (113) |
Loss before provision for income taxes | (11,495) | (8,206) | (11,470) | (27,273) |
(Benefit) provision for income taxes | 4,241 | (155) | 4,424 | (7,213) |
Equity in earnings of subsidiary | 0 | 0 | 0 | 0 |
Net loss | (15,736) | (8,051) | (15,894) | (20,060) |
Statements of Comprehensive Income | ||||
Net income | (15,736) | (8,051) | (15,894) | (20,060) |
Other comprehensive income (loss), net of tax: | 6,623 | 45 | (22,207) | 2,522 |
Comprehensive loss | (9,113) | (8,006) | (38,101) | (17,538) |
Consolidating Entries and Eliminations [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Sales - affiliates | (67,679) | (87,323) | (145,637) | (192,887) |
Sales - third party | 0 | 0 | 0 | 0 |
Net sales | (67,679) | (87,323) | (145,637) | (192,887) |
Cost of sales | (67,679) | (87,323) | (145,637) | (192,887) |
Gross profit | 0 | 0 | 0 | 0 |
Research and development | 0 | 0 | 0 | 0 |
Selling and administrative expenses | 0 | 0 | 0 | 0 |
Impairments | 0 | 0 | 0 | |
Rationalizations | 0 | 0 | 0 | 0 |
Operating loss | 0 | 0 | 0 | 0 |
Other (income) expense, net | 0 | 0 | 0 | 0 |
Interest expense - affiliate | (145) | (210) | (305) | (436) |
Interest expense - third party | 0 | 0 | 0 | 0 |
Interest income - affiliate | 145 | 210 | 305 | 436 |
Interest income | 0 | 0 | 0 | 0 |
Loss before provision for income taxes | 0 | 0 | 0 | 0 |
(Benefit) provision for income taxes | 0 | 0 | 0 | 0 |
Equity in earnings of subsidiary | 30,478 | 158,497 | 78,242 | 177,078 |
Net loss | 30,478 | 158,497 | 78,242 | 177,078 |
Statements of Comprehensive Income | ||||
Net income | 30,478 | 158,497 | 78,242 | 177,078 |
Other comprehensive income (loss), net of tax: | (14,180) | (284) | 43,416 | (4,833) |
Comprehensive loss | $ 16,298 | $ 158,213 | $ 121,658 | $ 172,245 |
Guarantor Infromation (Cash Flo
Guarantor Infromation (Cash Flows) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | $ 24,220 | $ 55,900 |
Cash flow from investing activities: | ||
(Loans to) repayments from affiliates | 0 | 0 |
Capital expenditures | (25,620) | (46,464) |
Proceeds from Sale of Productive Assets | 638 | 2,523 |
Proceeds from derivative instruments | (7,804) | (194) |
Insurance recoveries | 0 | 2,834 |
Net cash used in investing activities | (32,786) | (41,301) |
Cash flow from financing activities: | ||
Repayments to affiliates | 0 | |
Loans from (repayments to) affiliates | 0 | |
Short-term debt borrowings | 4,506 | (1,019) |
Revolving Facility borrowings | 74,000 | 209,000 |
Revolving Facility reductions | (66,000) | (205,000) |
Principal payments on long term debt | (67) | (126) |
Supply chain financing | 0 | (9,455) |
Proceeds from exercise of stock options | 0 | 2,813 |
Purchase of treasury shares | (63) | (435) |
Revolving Facility refinancing | (2,722) | (2,636) |
Other | (2,850) | 918 |
Net cash provided by financing activities | 6,804 | (5,940) |
Net (decrease) increase in cash and cash equivalents | (1,762) | 8,659 |
Effect of exchange rate changes on cash and cash equivalents | (1,283) | 181 |
Cash and cash equivalents at beginning of period | 17,550 | 11,888 |
Cash and cash equivalents at end of period | 14,505 | 20,728 |
Parent Company [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | (7,355) | (11,480) |
Cash flow from investing activities: | ||
(Loans to) repayments from affiliates | 7,418 | 8,184 |
Capital expenditures | 0 | 0 |
Proceeds from Sale of Productive Assets | 0 | |
Proceeds from derivative instruments | 0 | 0 |
Insurance recoveries | 0 | 0 |
Net cash used in investing activities | 7,418 | 8,184 |
Cash flow from financing activities: | ||
Repayments to affiliates | 0 | |
Loans from (repayments to) affiliates | 0 | 0 |
Short-term debt borrowings | 0 | 0 |
Revolving Facility borrowings | 0 | 0 |
Revolving Facility reductions | 0 | 0 |
Principal payments on long term debt | 0 | 0 |
Supply chain financing | 0 | 0 |
Proceeds from exercise of stock options | 0 | 2,813 |
Purchase of treasury shares | (63) | (435) |
Revolving Facility refinancing | 0 | 0 |
Other | 0 | 918 |
Net cash provided by financing activities | (63) | 3,296 |
Net (decrease) increase in cash and cash equivalents | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 0 |
Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 22,992 | 33,155 |
Cash flow from investing activities: | ||
(Loans to) repayments from affiliates | 0 | 0 |
Capital expenditures | (16,994) | (31,882) |
Proceeds from Sale of Productive Assets | 397 | 0 |
Proceeds from derivative instruments | (7,595) | 74 |
Insurance recoveries | 0 | 0 |
Net cash used in investing activities | (24,192) | (31,808) |
Cash flow from financing activities: | ||
Repayments to affiliates | (7,418) | |
Loans from (repayments to) affiliates | 0 | (8,184) |
Short-term debt borrowings | 2,001 | (23) |
Revolving Facility borrowings | 62,000 | 131,000 |
Revolving Facility reductions | (54,000) | (124,000) |
Principal payments on long term debt | (67) | (66) |
Supply chain financing | 0 | 0 |
Proceeds from exercise of stock options | 0 | 0 |
Purchase of treasury shares | 0 | 0 |
Revolving Facility refinancing | (2,691) | (2,320) |
Other | (2,850) | 0 |
Net cash provided by financing activities | (3,025) | (3,593) |
Net (decrease) increase in cash and cash equivalents | (4,225) | (2,246) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 5,503 | 4,752 |
Cash and cash equivalents at end of period | 1,278 | 2,506 |
Non-Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 36,293 | 34,225 |
Cash flow from investing activities: | ||
(Loans to) repayments from affiliates | 0 | 0 |
Capital expenditures | (8,626) | (14,582) |
Proceeds from Sale of Productive Assets | 241 | 2,523 |
Proceeds from derivative instruments | (209) | (268) |
Insurance recoveries | 0 | 2,834 |
Net cash used in investing activities | (8,594) | (9,493) |
Cash flow from financing activities: | ||
Repayments to affiliates | 0 | |
Loans from (repayments to) affiliates | (27,710) | 0 |
Short-term debt borrowings | 2,505 | (996) |
Revolving Facility borrowings | 12,000 | 78,000 |
Revolving Facility reductions | (12,000) | (81,000) |
Principal payments on long term debt | 0 | (60) |
Supply chain financing | 0 | (9,455) |
Proceeds from exercise of stock options | 0 | 0 |
Purchase of treasury shares | 0 | 0 |
Revolving Facility refinancing | (31) | (316) |
Other | 0 | 0 |
Net cash provided by financing activities | (25,236) | (13,827) |
Net (decrease) increase in cash and cash equivalents | 2,463 | 10,905 |
Effect of exchange rate changes on cash and cash equivalents | (1,283) | 181 |
Cash and cash equivalents at beginning of period | 12,047 | 7,136 |
Cash and cash equivalents at end of period | 13,227 | 18,222 |
Consolidating Entries and Eliminations [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | (27,710) | 0 |
Cash flow from investing activities: | ||
(Loans to) repayments from affiliates | (7,418) | (8,184) |
Capital expenditures | 0 | 0 |
Proceeds from Sale of Productive Assets | 0 | |
Proceeds from derivative instruments | 0 | 0 |
Insurance recoveries | 0 | 0 |
Net cash used in investing activities | (7,418) | (8,184) |
Cash flow from financing activities: | ||
Repayments to affiliates | 7,418 | |
Loans from (repayments to) affiliates | 27,710 | 8,184 |
Short-term debt borrowings | 0 | 0 |
Revolving Facility borrowings | 0 | 0 |
Revolving Facility reductions | 0 | 0 |
Principal payments on long term debt | 0 | 0 |
Supply chain financing | 0 | 0 |
Proceeds from exercise of stock options | 0 | 0 |
Purchase of treasury shares | 0 | 0 |
Revolving Facility refinancing | 0 | 0 |
Other | 0 | 0 |
Net cash provided by financing activities | 35,128 | 8,184 |
Net (decrease) increase in cash and cash equivalents | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 28, 2015USD ($) | Feb. 27, 2015USD ($) | Jun. 30, 2015USD ($)$ / shares | May. 17, 2015$ / shares |
Preferred Stock | ||||
Subsequent Event [Line Items] | ||||
Value of shares authorized for transaction | $ 150,000,000 | |||
Conversion price (usd per share) | $ / shares | $ 5 | $ 5.05 | ||
Amended and Restated Credit Agreement | ||||
Subsequent Event [Line Items] | ||||
Line of Credit Facility, Covenant Terms, Minimum Cash Interest Coverage Ratio | 2.50 | |||
Line of Credit Facility, Covenant Terms, Range of Maximum Senior Secured Leverage Ratio, Minimum | 3.75 | |||
Line of Credit Facility, Covenant Terms, Range of Maximum Senior Secured Leverage Ratio, Maximum | 3 | |||
Amended and Restated Credit Agreement | Revolving Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 400,000,000 | |||
Amended and Restated Credit Agreement July 2015 [Member] | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Line of Credit Facility, Covenant Terms, Range of Maximum Senior Secured Leverage Ratio, Minimum | 5.75 | |||
Line of Credit Facility, Covenant Terms, Range of Maximum Senior Secured Leverage Ratio, Maximum | 3 | |||
Amended and Restated Credit Agreement July 2015 [Member] | Revolving Credit Facility | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 375,000,000 | |||
Maximum | Amended and Restated Credit Agreement | ||||
Subsequent Event [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | |||
Maximum | Amended and Restated Credit Agreement July 2015 [Member] | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.70% | |||
Line of Credit Facility, Covenant Terms, Minimum Cash Interest Coverage Ratio | 2.50 | |||
Minimum | Amended and Restated Credit Agreement | ||||
Subsequent Event [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.35% | |||
Minimum | Amended and Restated Credit Agreement July 2015 [Member] | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.35% | |||
Line of Credit Facility, Covenant Terms, Minimum Cash Interest Coverage Ratio | 1.50 | |||
LIBOR | Maximum | Amended and Restated Credit Agreement | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | |||
LIBOR | Maximum | Amended and Restated Credit Agreement July 2015 [Member] | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 4.75% | |||
LIBOR | Minimum | Amended and Restated Credit Agreement | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||
LIBOR | Minimum | Amended and Restated Credit Agreement July 2015 [Member] | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% |
Preferred Shares and Tender O67
Preferred Shares and Tender Offer (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2015 | May. 17, 2015 | Dec. 31, 2014 | |
Max Reimbursement to Acquiror | $ 500,000 | |||
Preferred Stock, Liquidation Preference, Value | $ 1,000 | 1,000 | ||
Payments of Stock Issuance Costs | 2,900,000 | |||
Payments of Stock Issuance Costs | $ 2,700,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
merger termination fee | $ 20,000,000 | |||
Preferred Stock [Member] | ||||
Sale of Stock, Value of Shares Authorized for Transaction | $ 150,000,000 | $ 150,000,000 | ||
Convertible Preferred Stock, Conversion Price | $ 5 | $ 5 | $ 5.05 |