Craig Shular, chief executive officer of GTI, commented, “In 2005, EAF steel production was virtually flat versus 2004. Although annual 2005 EAF steel production was lower than originally expected, graphite electrode customers took their full contracted volumes for 2005, which resulted in higher customer electrode inventory levels going into 2006.”
The synthetic graphite segment had net sales of $222 million in the 2005 fourth quarter as compared to $207 million in the 2004 fourth quarter. The increase was primarily due to higher prices for graphite electrodes, partially offset by lower sales volume and the negative impact of currency exchange rates. Graphite electrode sales volume was 57.9 thousand metric tons in the 2005 fourth quarter as compared to 59.9 thousand metric tons in the same period in 2004.
Gross profit for the synthetic graphite segment was $64 million in the fourth quarter of 2005, 26 percent higher than in the same period in 2004. The increase in gross profit was primarily due to higher graphite electrode net sales, partially offset by increased production costs, mainly from increases in raw material and energy costs. Gross margin was 28.8 percent in the 2005 fourth quarter as compared to 24.6 percent in the 2004 fourth quarter.
Other Segment
(Natural graphite (AET), carbon electrodes and refractories)
Net sales for GTI’s other segment were $25 million in both the 2005 fourth quarter and the 2004 fourth quarter. A decrease in sales of carbon refractory products was largely offset by an increase in ETM sales of approximately $1 million. Gross profit was $4 million, or 16.6 percent of net sales, in the 2005 fourth quarter as compared to $6 million, or 22.8 percent of net sales, in the 2004 fourth quarter. The decline was due to the negative effects of changes in product mix and increased energy and other production costs.
ETM Highlights
GTI’s Advanced Energy Technology subsidiary was awarded Frost and Sullivan’s 2005 Award for Excellence in Technology for the successful development and commercialization of innovative high tech materials. It also recognizes the overall technical excellence of a company and its commitment to technology innovation.
During the 2005 fourth quarter, GTI’s ETM solutions were approved for use in three new applications, including the first approval for use of its eGRAF® SpreaderShield™ natural graphite family of materials in a smart phone application. Smart phones are a growing segment of the new generation cell phone market, capitalizing on the growing trend of convergence of multiple functions in cell phones.
GTI also received its first approval for the use of its ETM materials in a micro projector application, and its second approval in the ruggedized laptop segment, during the 2005 fourth quarter. Mr. Shular stated, “Efficient thermal management in electronic devices is a major challenge for manufacturers. Our ETM materials and solutions address this challenge, and at the same time enable electronic device manufacturers to capitalize on the growing trend of miniaturization and increased power in a more cost efficient manner.”
Corporate
Selling, general and administrative and research and development expenses were $29 million in the 2005 fourth quarter as compared to $25 million in the 2004 fourth quarter. The increase was
primarily due to a $1 million increase in research and development expense to support growth in the company’s ETM product line, and a $2 million increase in administrative expense, including $1 million of expense related to restricted stock granted to GTI employees during 2005 as part of the company’s long term incentive program. The company expects to recognize about $3.3 million of restricted stock expense in 2006 related to that grant. The company realized an increase of $1 million of other administrative expense.
Other expense, net, was $4 million in the 2005 fourth quarter, primarily as a result of the negative impact of changes in currency exchange rates on the company’s euro-denominated inter-company loans.
During the 2005 fourth quarter, GTI recorded a net restructuring charge of $9 million related to its previously announced productivity and cost savings program. The company also recorded a $3 million charge related to the impairment of its long-lived carbon electrode fixed assets in Columbia, Tennessee. The company’s carbon electrode product line is facing significant production cost increases and pricing pressure. Given the recent performance of, and outlook for, its carbon electrode product line, GTI has been exploring strategic alternatives for this product line. The company now expects to completely exit these operations over the next 12 months. GTI expects to record closure expenses of approximately $2 million in 2006 and $3 million in 2007. 2005 net sales of carbon electrodes were $36 million, with slightly negative earnings before interest and taxes. GTI has produced carbon electrodes in Columbia, Tennessee for almost 70 years. Carbon electrodes are used primarily in the production of silicon metal, which is used in the manufacture of aluminum.
Interest expense was $14 million in the 2005 fourth quarter as compared to $12 million in the 2004 fourth quarter, primarily due to higher interest rates and higher average borrowings.
Provision for income tax expense was $166 million in 2005 as compared to $46 million in 2004. GTI recorded a $150 million net non-cash charge in the 2005 fourth quarter to increase the valuation allowance against its U.S. deferred income tax assets. An increase to the valuation allowance was determined to be appropriate in accordance with Statement of Financial Accounting Standards No. 109. This adjustment does not affect the company’s ability to utilize the deferred income tax assets to reduce future income taxes of its U.S. taxpaying companies and does not impact any existing financial covenants or any other provisions of GTI’s existing credit or debt agreements. The majority of these tax assets represent existing and estimated excess foreign tax credits that have extensive remaining useful lives. Of the existing excess foreign tax credit carry forwards, none will expire prior to the end of 2010; specifically, $1 million will expire at the end of 2010, $17 million in 2011, $37 million in 2012, $2 million in 2013, $9 million in 2015 and $26 million in 2016 and beyond. The remaining U.S. deferred tax assets primarily represent temporary differences or other actual and estimated credits that ultimately have a life in excess of ten years.
The effective income tax rate in 2005, excluding the adjustment described above and other special charges, was 38 percent. GTI estimates an effective 2006 book income tax rate of 37 to 40 percent and an effective 2006 cash income tax rate of 32 to 35 percent.
Free cash flow before antitrust and restructuring payments* was $16 million in the 2005 fourth quarter, an increase of $31 million from the 2004 fourth quarter, primarily due to improved cash flow from operations. The company paid $2 million of restructuring and $5 million of antitrust related payments in the 2005 fourth quarter.
Outlook
Mr. Shular commented on the outlook stating, “GTI expects global economic conditions to remain relatively stable in 2006, with global EAF steel production growth of approximately three percent. On the cost front, significant price increases in petroleum based raw materials and energy are expected to continue to put pressure on our costs. To combat these cost pressures, we have secured firm pricing for 70 to75 percent of our graphite electrode production costs. We anticipate holding graphite electrode production cost increases to the 10 to 12 percent range.”
Consistent with prior years, GTI expects graphite electrode volume in the first quarter of 2006 to be the lowest quarter of the year with anticipated volume of approximately 40 thousand metric tons. The low volume quarter is due to customers taking full contract volumes in 2005 fourth quarter at lower 2005 prices, contributing to a build of their graphite electrode inventories at year end 2005. Graphite electrode volume is expected to recover in the second quarter of 2006, resulting in graphite electrode sales volume for the first half of 2006 that is expected to be similar to the first half of 2005.
For 2006, GTI expects:
| o | Relatively stable global and regional economic conditions; |
| o | Net sales of graphite electrodes to increase about 15 percent; |
| o | Net sales of ETM products of $30 million; |
| o | Graphite electrode sales volume of about 210 to 215 thousand metric tons; |
| o | Graphite electrode production cost increase of about 10 to 12 percent; |
| o | Non-graphite electrode gross profit growth of about $6 to $8 million; |
| o | Combined selling, general and administrative and research and development expenses to be about $108 to $110 million; |
| o | | Net interest expense to increase to about $58 million, due to higher average interest rates and higher average borrowings; |
| * | Non-GAAP financial measures. See attached reconciliations |
| o | The effective book tax rate to be between 37 percent and 40 percent; |
| o | Capital expenditures to be approximately $45 million; |
| o | Depreciation expense of approximately $40 million; |
| o | Restructuring costs to be largely offset by asset sales; |
| o | Free cash flow before antitrust and restructuring payments* to be about $10 million. |
In conjunction with this earnings release, you are invited to listen to our earnings call being held today at 11:00 a.m. EST. The dial-in number is 800-218-8862 for domestic and 303-275-2170 for international. The conference call will be recorded and a replay will be available for 72 hours following the call by dialing 800-405-2236 for domestic and 303-590-3000 for international, pass code #11052941. If you are unable to listen to the call or replay, the call will be archived and available for replay within two days of the original broadcast on our website at www.graftech.com under the Investor Relations section.
GrafTech International Ltd. is one of the world’s largest manufacturers and providers of high quality synthetic and natural graphite and carbon based products and technical and research and development services, with customers in 80 countries engaged in the manufacture of steel, aluminum, silicon metal, automotive products and electronics. We manufacture graphite electrodes and cathodes, products essential to the production of electric arc furnace steel and aluminum. We also manufacture thermal management, fuel cell and other specialty graphite and carbon products for, and provide services to, the electronics, power generation, semiconductor, transportation, petrochemical and other metals markets. We operate 13 state of the art manufacturing facilities strategically located on four continents. GRAFCELL®, GRAFOIL®, and eGRAF® are our registered trademarks. For additional information on GrafTech International, call 302-778-8227 or visit our website at www.graftech.com. For additional information on our subsidiary, Advanced Energy Technology Inc., call 216-529-3777 or visit our website at www.graftechaet.com.
NOTE ON FORWARD-LOOKING STATEMENTS:This news release and related discussions may contain forward-looking statements about such matters as: economic conditions; production and sales of products that incorporate or are produced using our products; prices and sales of and demand for our products; strategic plans and business projects; asset sales; deleveraging activities; operational and financial performance; costs; working capital; revenues; debt levels; cash flows; cost savings and reductions; margins; earnings and growth. We have no duty to update these statements. Actual future events, circumstances, performance and trends could differ materially from those set forth in these statements due to various factors, including: changes in economic conditions or product end market conditions; non-occurrence of anticipated EAF steel production capacity additions; graphite electrode manufacturing capacity increases; failure of increased EAF steel production or stable graphite electrode production to result in stable or increased graphite electrode demand, prices or sales volumes; economic or technological developments adversely affecting growth of graphite cathodes in aluminum smelting; non-occurrence of anticipated aluminum smelting capacity additions; increased cathode production by competitors; failure of increased aluminum production or stable cathode production to result in stable or increased cathode demand, prices or sales volume; differences between actual graphite electrode prices and spot or announced prices; consolidation of steel and aluminum producers; absence of successful development and commercialization of new or improved products or subsequent displacement thereof by other products or technologies; to expand manufacturing capacity to meet growth in demand, if any; inability to protect our intellectual property rights or infringement of intellectual property rights of others; unanticipated developments in antitrust investigations or lawsuits or other litigation; non-realization of price increases or adjustments; non-realization of anticipated benefits from organizational changes and restructurings; significant changes in our provision for income taxes and effective income tax rate; unanticipated developments relating to health, safety or environmental compliance or remediation obligations or liabilities to third parties, labor relations, raw materials or energy; changes in market prices of our securities that affect deleveraging plans; changes in interest or currency exchange rates, competitive conditions or inflation; changes in appropriation of
government funds or failure to satisfy conditions to government grants; changes in performance that affect financial covenant compliance or funds available for borrowing; failure to achieve earnings or other estimates; business interruptions adversely affecting our ability to supply our products; possible changes in preliminary reported financial information in connection with completion of the year-end audit process; and other risks and uncertainties, including those detailed in our SEC filings, as well as future decisions by us. This news release does not constitute an offer or solicitation as to any securities. References to street or analyst earnings estimates mean those published by First Call.
| * | Non-GAAP financial measures. See attached reconciliations |
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share and per share data)
(Unaudited)
| At December 31,
|
|---|
| 2004
| 2005
|
|---|
| ASSETS | | | | | | | | |
| Current Assets: | | |
| Cash and cash equivalents | | | $ | 23,484 | | $ | 5,968 | |
Accounts and notes receivable, net of allowance for doubtful accounts
of $4,001 at December 31, 2004 and $3,132 at December 31, 2005 | | | | 205,981 | | | 184,580 | |
| Inventories | | | | 225,104 | | | 255,038 | |
| Prepaid expenses and other current assets | | | | 24,883 | | | 14,101 | |
|
| |
| |
| Total current assets | | | | 479,452 | | | 459,687 | |
|
| |
| |
| Property, plant and equipment | | | | 1,131,220 | | | 1,086,393 | |
| Less: accumulated depreciation | | | | 752,768 | | | 724,196 | |
|
| |
| |
| Net property, plant and equipment | | | | 378,452 | | | 362,197 | |
| Deferred income taxes | | | | 152,539 | | | 12,103 | |
| Goodwill | | | | 22,895 | | | 20,319 | |
| Other assets | | | | 34,480 | | | 32,514 | |
|
| |
| |
| Total assets | | | $ | 1,067,818 | | $ | 886,820 | |
|
| |
| |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | | |
| Current liabilities: | | |
| Accounts payable | | | $ | 85,889 | | $ | 92,192 | |
| Short-term debt | | | | 644 | | | 405 | |
| Accrued income and other taxes | | | | 38,162 | | | 24,826 | |
| Other accrued liabilities | | | | 98,802 | | | 96,990 | |
|
| |
| |
| Total current liabilities | | | | 223,497 | | | 214,413 | |
|
| |
| |
| Long-term debt: | | |
| Principal value | | | | 655,242 | | | 694,893 | |
| Fair value adjustments for hedge instruments | | | | 14,593 | | | 7,404 | |
| Unamortized bond premium | | | | 1,611 | | | 1,446 | |
|
| |
| |
| Total long-term debt | | | | 671,446 | | | 703,743 | |
|
| |
| |
| Other long-term obligations | | | | 149,462 | | | 107,704 | |
| Deferred income taxes | | | | 46,259 | | | 43,669 | |
| Commitments & contingencies | | | | — | | | — | |
| Minority stockholders' equity in consolidated entities | | | | 30,126 | | | 26,868 | |
| Stockholders' deficit: | | |
Preferred stock, par value $.01, 10,000,000 shares authorized,
none issued | | | | — | | | — | |
Common stock, par value $.01, 150,000,000 shares authorized, 100,520,240
shares issued at December 31, 2004 and, 100,821,434 shares issued
at December 31, 2005 | | | | 1,017 | | | 1,023 | |
| Additional paid-in capital | | | | 941,075 | | | 944,581 | |
| Accumulated other comprehensive loss | | | | (276,465 | ) | | (311,429 | ) |
| Accumulated deficit | | | | (626,307 | ) | | (751,487 | ) |
Less: cost of common stock held in treasury, 2,451,035 shares at December 31,
2004 and 2,455,466 shares at December 31, 2005 | | | | (85,583 | ) | | (85,621 | ) |
Less: common stock held in employee benefit and compensation trusts, 522,732
shares at December 31, 2004 and 518,301 shares at December 31, 2005 | | | | (6,709 | ) | | (6,644 | ) |
|
| |
| |
| Total stockholders' deficit | | | | (52,972 | ) | | (209,577 | ) |
|
| |
| |
| Total liabilities and stockholders' deficit | | | $ | 1,067,818 | | $ | 886,820 | |
|
| |
| |
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except share and per share data)
(Unaudited)
| For the
Three Months Ended
December 31,
| For the
Twelve Months Ended
December 31,
|
|---|
| 2004
| 2005
| 2004
| 2005
|
|---|
| | | | |
|---|
| Net sales | | | $ | 231,889 | | $ | 247,263 | | $ | 847,701 | | $ | 886,699 | |
| Cost of sales | | | | 175,263 | | | 179,025 | | | 638,186 | | | 654,342 | |
|
| |
| |
| |
| |
| Gross profit | | | | 56,626 | | | 68,238 | | | 209,515 | | | 232,357 | |
| |
| Research and development | | | | 1,979 | | | 2,340 | | | 8,040 | | | 9,437 | |
| Selling, administrative and other expenses | | | | 22,708 | | | 26,400 | | | 89,369 | | | 100,439 | |
| Other (income) expense, net | | | | 3,094 | | | 4,109 | | | 21,189 | | | 18,020 | |
| Restructuring charges | | | | (1,825 | ) | | 9,335 | | | (548 | ) | | 9,729 | |
| Impairment loss on long-lived and other assets | | | | — | | | 2,904 | | | — | | | 2,904 | |
| Antitrust investigations and related lawsuits and claims | | | | — | | | — | | | (10,901 | ) | | — | |
| Interest expense | | | | 11,765 | | | 14,299 | | | 39,178 | | | 52,716 | |
| Interest income | | | | (309 | ) | | (704 | ) | | (1,161 | ) | | (1,200 | ) |
|
| |
| |
| |
| |
| | | | | 37,412 | | | 58,683 | | | 145,166 | | | 192,045 | |
|
| |
| |
| |
| |
Income from continuing operations before provision for
income tax and minority stockholders' share of income | | | | 19,214 | | | 9,555 | | | 64,349 | | | 40,312 | |
| Provision for income taxes | | | | 9,895 | | | 157,337 | | | 46,310 | | | 165,813 | |
|
| |
| |
| |
| |
Net income of consolidated entities before minority
stockholders' share of income | | | | 9,319 | | | (147,782 | ) | | 18,039 | | | (125,501 | ) |
| Less: Minority stockholders' share of income (loss) | | | | 459 | | | 182 | | | 998 | | | (321 | ) |
|
| |
| |
| |
| |
| Net income (loss) | | | $ | 8,860 | | $ | (147,964 | ) | $ | 17,041 | | $ | (125,180 | ) |
|
| |
| |
| |
| |
| Basic (loss) income per common share: | | |
| |
| Net income (loss) per share | | | $ | 0.09 | | $ | (1.51 | ) | $ | 0.18 | | $ | (1.28 | ) |
|
| |
| |
| |
| |
Weighted average common shares outstanding
(in thousands) | | | | 97,523 | | | 97,808 | | | 96,548 | | | 97,689 | |
|
| |
| |
| |
| |
| * Diluted income (loss) per common share: | | |
| |
| Net Income (loss) per share | | | $ | 0.09 | | $ | (1.51 | ) | $ | 0.17 | | $ | (1.28 | ) |
|
| |
| |
| |
| |
Weighted average common shares outstanding
(in thousands) | | | | 98,718 | | | 97,808 | | | 98,150 | | | 97,689 | |
|
| |
| |
| |
| |
* Diluted income (loss) per share includes the effect of the company’s contingently convertible debt on an “as converted basis” for all periods presented in accordance with Emerging Issue Task Force Issue 04-8, “The Effect of Contingent Convertible Debt on Diluted Earnings Per Share” which was effective for reporting periods ending after December 15, 2004. The shares underlying our debenture were excluded from theif-converted method for the three months and year ended December 31, 2004 and the three months and year ended December 31, 2005 as the effect would be anti-dilutive.
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
| ($m) | Three Months
Ended
December 31,
| Twelve Months
Ended
December 31,
|
|---|
| 2004
| 2005
| 2004
| 2005
|
|---|
| | | | |
|---|
| Cash flow from operating activities: | | | | | | | | | | | | | | |
| Net income (loss) | | | $ | 8,860 | | $ | (147,964 | ) | $ | 17,041 | | $ | (125,180 | ) |
| Non-cash charges (credits) to net income (loss): | | |
| Depreciation and amortization | | | | 9,255 | | | 9,317 | | | 35,459 | | | 36,926 | |
| Deferred income taxes | | | | — | | | 149,625 | | | 26,582 | | | 154,819 | |
| Change in antitrust reserve | | | | — | | | — | | | 1,260 | | | (119 | ) |
| Restructuring charges | | | | (1,825 | ) | | 9,335 | | | (548 | ) | | 9,729 | |
| Impairment | | | | — | | | 2,904 | | | — | | | 2,904 | |
| Loss on exchange of common stock for senior notes | | | | — | | | — | | | 5,682 | | | — | |
| Interest expense | | | | 364 | | | 281 | | | (2,159 | ) | | 1,596 | |
| Post retirement plan changes, net | | | | (1,759 | ) | | (3,131 | ) | | (10,341 | ) | | (14,000 | ) |
| Gain on sale of assets | | | | — | | | (210 | ) | | (2,847 | ) | | (748 | ) |
| Fair value adjustments on interest rate caps | | | | 503 | | | 6 | | | 3,827 | | | 652 | |
| Make whole adjustment (mark-to-market) | | | | (1,630 | ) | | 144 | | | (2,475 | ) | | (2,702 | ) |
| Other non-cash charges (credits) | | | | (12,537 | ) | | 2,368 | | | 1,143 | | | 16,904 | |
| |
| Working capital * | | | | 25,176 | | | 10,296 | | | (167,068 | ) | | (59,902 | ) |
| Increase Long-term assets and liabilities | | | | (17,252 | ) | | (3,045 | ) | | (37,822 | ) | | (10,923 | ) |
|
| |
| |
| |
| |
| Cash flow from (used for) operating activities | | | | 9,155 | | | 29,926 | | | (132,266 | ) | | 9,956 | |
|
| |
| |
| |
| |
| Investing | | |
| Capital expenditures | | | | (28,049 | ) | | (11,873 | ) | | (59,117 | ) | | (48,071 | ) |
| Patent capitalization | | | | 199 | | | (231 | ) | | (298 | ) | | (797 | ) |
| Cost of interest rate swap** | | | | — | | | (6,109 | ) | | — | | | (14,800 | ) |
| Purchase/sale of derivative instruments | | | | (1,393 | ) | | 117 | | | (2,486 | ) | | 1,913 | |
| Proceeds from sale of assets | | | | 94 | | | 550 | | | 5,591 | | | 1,374 | |
|
| |
| |
| |
| |
| Cash flow used for investing | | | | (29,149 | ) | | (17,546 | ) | | (56,310 | ) | | (60,381 | ) |
|
| |
| |
| |
| |
| Financing | | |
| Cash received from exercise of stock options | | | | 341 | | | — | | | 7,843 | | | — | |
| Short-term debt | | | | 17 | | | (1,151 | ) | | (780 | ) | | (86 | ) |
| Long-term revolving credit facility borrowings | | | | — | | | 48,648 | | | — | | | 171,138 | |
| Long-term revolving credit facility (reductions) | | | | — | | | (59,410 | ) | | — | | | (131,562 | ) |
| Long-term debt borrowings | | | | — | | | 306 | | | 225,000 | | | 306 | |
| Long-term debt reductions | | | | (15,324 | ) | | (338 | ) | | (44,571 | ) | | (338 | ) |
| Financing costs | | | | — | | | (474 | ) | | (7,355 | ) | | (5,241 | ) |
| Premium on purchase of senior notes | | | | (3,531 | ) | | — | | | (3,531 | ) | | — | |
|
| |
| |
| |
| |
| Cash Flow from (used for) financing | | | | (18,497 | ) | | (12,419 | ) | | 176,606 | | | 34,217 | |
|
| |
| |
| |
| |
| |
| Changes in cash and cash equivalents | | | | (38,491 | ) | | (39 | ) | | (11,970 | ) | | (16,208 | ) |
| Currency translation effect on cash | | | | 657 | | | 195 | | | 1,448 | | | (1,308 | ) |
| Cash and cash equivalents-beginning of period | | | | 61,318 | | | 5,812 | | | 34,006 | | | 23,484 | |
|
| |
| |
| |
| |
| Cash and cash equivalents-end of period | | | $ | 23,484 | | $ | 5,968 | | $ | 23,484 | | $ | 5,968 | |
|
| |
| |
| |
| |
| Supplemental cash flow information: | | |
| Net cash paid during the year for: | | |
| Interest expense | | | | 758 | | | (68 | ) | | 39,052 | | | 43,547 | |
|
| |
| |
| |
| |
| Income taxes | | | | — | | | 4,483 | | | 11,967 | | | 28,183 | |
|
| |
| |
| |
| |
| Non-cash operating, investing, and financing activities: | | |
| Exchange of common stock for senior notes | | | | — | | | — | | | 35,000 | | | — | |
| Common stock issued to employee benefit | | | | 353 | | | 392 | | | 1,572 | | | 1,622 | |
| |
| * Net changes in working capital by component: | | |
| Accounts receivable | | | | (10,385 | ) | | (23,934 | ) | | (21,642 | ) | | (2,174 | ) |
| Effect of factoring of accounts receivable | | | | — | | | 8,508 | | | (44,658 | ) | | 13,095 | |
| Inventories | | | | 378 | | | (3,551 | ) | | (6,276 | ) | | (45,430 | ) |
| Prepaid expenses and other current assets | | | | 360 | | | 3 | | | (1,018 | ) | | (1,018 | ) |
| Antitrust investigations and related lawsuits and claims | | | | (3,273 | ) | | (4,500 | ) | | (83,480 | ) | | (16,900 | ) |
| Increase (decrease) in payables and accruals | | | | 40,047 | | | 35,694 | | | 6,859 | | | (805 | ) |
| Restructuring payments | | | | (1,951 | ) | | (1,924 | ) | | (16,853 | ) | | (6,670 | ) |
|
| |
| |
| |
| |
| Working capital | | | $ | 25,176 | | $ | 10,296 | | $ | (167,068 | ) | $ | (59,902 | ) |
|
| |
| |
| |
| |
| | ** | The company has revised its consolidated statement of cash flows to attribute cash flows associated with interest rate swaps to cash flow used for investing from cash flow used for financing activities. |
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
SEGMENT DATA SUMMARY
(Dollars in thousands)
(Unaudited)
|
|---|
| Q4
2004
| Year
2004
| Q4
2005
| Year
2005
|
|---|
| NET SALES: | | | | | | | | | | | | | | |
| Synthetic Graphite | | | $ | 206,738 | | $ | 752,436 | | $ | 222,412 | | $ | 784,148 | |
| Other | | | | 25,152 | | | 95,265 | | | 24,850 | | | 102,551 | |
|
|
|
|
| |
| Total | | | $ | 231,890 | | $ | 847,701 | | $ | 247,262 | | $ | 886,699 | |
| |
| GROSS PROFIT: | | |
| Synthetic Graphite | | | $ | 50,900 | | $ | 186,854 | | $ | 64,126 | | $ | 210,928 | |
| Other | | | | 5,726 | | | 22,661 | | | 4,113 | | | 21,429 | |
|
|
|
|
| |
| Total | | | $ | 56,626 | | $ | 209,515 | | $ | 68,239 | | $ | 232,357 | |
| |
| GROSS PROFIT MARGIN: | | |
| Synthetic Graphite | | | | 24.6 | % | | 24.8 | % | | 28.8 | % | | 26.9 | % |
| Other | | | | 22.8 | % | | 23.8 | % | | 16.6 | % | | 20.9 | % |
|
|
|
|
| |
| Total | | | | 24.4 | % | | 24.7 | % | | 27.6 | % | | 26.2 | % |
|
|
|
|
|
| |
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
(Dollars in thousands, except per share data)
(Unaudited)
| Net Income and Earnings Per Share Reconciliation | | |
|---|
|
|---|
| Three Months Ended
December 31, 2004
| Three Months Ended
December 31, 2005
|
|---|
| | | |
|---|
Net income (loss) of$0.09 and ($1.51) per diluted
share, respectively | | | $ | 8,860 | | | $(147,964 | ) |
|
| Adjustments, net of tax: | | |
|
| Restructuring and impairment | | | | (1,792 | ) | | 8,652 | |
|
| Antitrust reserve adjustment | | | | 28 | | | — | |
|
| Special non-cash tax charge | | | | 2,786 | | | 152,643 | |
|
| |
|
|
| Income after adjustments | | | $ | 9,882 | | $ | 13,331 | |
|
| Plus: Other (income) expense, net, net of tax | | | | 1,840 | | | 2,547 | |
|
| |
|
|
| Income after adjustments and other (income) expense, net | | | $ | 11,722 | | $ | 15,878 | |
|
Less: Interest benefits, net, from accelerated amortization of gains
on interest rate swaps, net of tax | | | | (772 | ) | | — | |
|
| |
|
|
Income before restructuring, impairment, antitrust
reserve adjustment, special tax charge, other (income)
expense, net and interest benefit from accelerated
amortization of gains on interest rate swaps of
$0.11 and $0.15 per diluted share, respectively | | | $ | 10,950 | | $ | 15,878 | |
|
| |
|
|
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
(Dollars in thousands, except per share data)
(Unaudited)
| Net Income and Earnings Per Share Reconciliation | | |
|---|
|
|---|
| Year ended
December 31, 2004
| Year ended
December 31, 2005
|
|---|
| | | |
|---|
| Net income of$0.17 and $(1.28) per diluted share, respectively | | | $ | 17,041 | | | $(125,180 | ) |
|
| Adjustments, net of tax: | | |
|
| Restructuring and impairment | | | | (802 | ) | | 8,968 | |
|
| Antitrust reserve adjustment | | | | (11,359 | ) | | — | |
|
| Special non-cash tax charge | | | | 28,236 | | | 149,116 | |
|
| |
| |
|
| Income after adjustments | | | $ | 33,116 | | $ | 32,904 | |
|
| Plus: Other (income) expense, net, net of tax | | | | 13,526 | | | 11,272 | |
|
| |
| |
|
| Income after adjustments and other (income) expense, net | | | $ | 46,642 | | $ | 44,176 | |
|
Less: Interest benefit, net, from accelerated amortization of
gains on interest rate swaps, net of tax | | | | (2,850 | ) | | — | |
|
| |
| |
|
Income before restructuring, impairment, antitrust reserve
adjustment, special tax charge, other (income) expense, net,
and interest benefit from accelerated amortization of gains
on interest rate swaps of$0.43 and $0.43 per diluted share, respectively | | | $ | 43,792 | | $ | 44,176 | |
|
| |
| |
|
The non-GAAP earnings per diluted share include 13.6 million shares underlying our contingently convertible debt and exclude approximately $5 million ($3 million after tax) of convertible debenture interest expense.
NOTE ON RECONCILIATION OF EARNINGS DATA: Income (loss) excluding the items mentioned above is a non-GAAP financial measure that GTI calculates according to the schedule above, using GAAP amounts from the Consolidated Financial Statements. GTI believes that the excluded items are not primarily related to core operational activities. GTI believes that income (loss) excluding items that are not primarily related to core operational activities is generally viewed as providing useful information regarding a company’s operating profitability. Management uses income (loss) excluding these items as well as other financial measures in connection with its decision-making activities. Income (loss) excluding these items should not be considered in isolation or as a substitute for net income (loss), income (loss) from continuing operations or other consolidated income data prepared in accordance with GAAP. GTI’s method for calculating income (loss) excluding these items may not be comparable to methods used by other companies.
NOTE ON RECONCILIATION OF EARNINGS, EBITDA, CASH FROM OPERATIONS, FREE CASH FLOW AND NET DEBT GUIDANCE DATA: Earnings, EBITDA, cash from operations, free cash flow and net debt guidance is provided on a GAAP basis assuming that changes in interest rates will be the same as current market expectations of future LIBOR rates, assuming no change in currency exchange rates and excluding other (income) expense, net. GTI does not forecast changes in currency exchange rates. Changes in these rates can affect such items as net sales and cost of sales (in each case as translated into dollars) and other (income) expense, net, due to among other things, re-measurement of currency gains and losses on intercompany loans or mark-to-market adjustments on interest rate swaps and caps. To the extent that an item, that would be excluded, has been recorded in a prior period and that prior period is included in a forecast period, the recorded item is reflected for the entire forecast period at the same amount at which it was recorded in the prior period. In addition, such guidance is subject to the risks and uncertainties described under the Note on Forward-Looking Statements.
In the 2004 fourth quarter, the Emerging Issues Task Force reached a final consensus that the diluted effect of contingently convertible debt must be considered in calculating dilutive earnings per share regardless of whether the triggering contingency has been satisfied. For GTI, this accounting change results in the addition of 13.6 million common shares to the shares outstanding. Accordingly, diluted earnings per share outlook for 2006 is based upon 112.6 million weighted average shares outstanding for the full year. Note that the diluted earnings per share outlook also excludes the interest expense on the contingently convertible debt of $5 million ($3 million after tax) in accordance with accounting literature effective December 15, 2004.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
(Dollars in thousands)
(Unaudited)
EBITDA Reconciliation
| | | | |
|---|
| Q4 2004
| 2004 Year
| Q4 2005
| 2005 Year
|
|---|
| Net income (loss) | | | $ | 8,860 | | $ | 17,041 | | | $(147,964 | ) | | $(125,180 | ) |
| |
| Add back: | | |
| Minority stockholders' share of income | | | | 459 | | | 998 | | | 182 | | | (321 | ) |
| Provision for (benefit from) income taxes | | | | 9,895 | | | 46,310 | | | 157,337 | | | 165,813 | |
| Interest expense | | | | 11,765 | | | 39,178 | | | 14,299 | | | 52,716 | |
| Interest income | | | | (309 | ) | | (1,161 | ) | | (704 | ) | | (1,200 | ) |
| Depreciation and amortization | | | | 9,255 | | | 35,459 | | | 9,317 | | | 36,926 | |
|
| EBITDA | | | $ | 39,925 | | $ | 137,825 | | $ | 32,467 | | $ | 128,754 | |
|
Antitrust investigations and related lawsuits
and claims | | | | - | | | (10,901) | | | - | | | - | |
|
Restructuring & impairment losses on long-
lived and other assets | | | | (1,825 | ) | | (548 | ) | | 12,239 | | | 12,633 | |
| Other (income) expense, net, included above | | | | 3,094 | | | 21,189 | | | 4,109 | | | 18,020 | |
|
EBITDA before antitrust related charges,
restructuring and impairment charges, and
other (income) expense, net | | | $ | 41,194 | | $ | 147,565 | | $ | 48,815 | | $ | 159,407 | |
|
EBITDA before antitrust related charges,
restructuring and impairment charges, and
other (income) expense, net, as a
percent of net sales | | | | 17.8 | % | | 17.4 | % | | 19.7 | % | | 18.0 | % |
|
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
(Dollars in millions, except per share data)
(Unaudited)
Reconciliation of Cash From Operations to Free Cash Flow
| | | | |
|---|
| Q4 2004 | 2004 Year | Q4 2005 | 2005 Year |
|---|
| Cash flow provided by (used for) | | | | | | | | | | | | | | |
| operating activities | | | $ | 9,155 | | | $(132,266 | ) | $ | 29,926 | | $ | 9,956 | |
| |
| Less: | | |
| Change in accounts receivable factoring | | | | — | | | (44,658 | ) | | 8,508 | | | 13,095 | |
| Capital expenditures | | | | 28,049 | | | 59,117 | | | 11,873 | | | 48,071 | |
|
| Free Cash Flow | | | | (18,894 | ) | | (146,725 | ) | | 9,545 | | | (51,210 | ) |
|
| Add back legacy payments | | |
| Antitrust investigations and related lawsuits and | | |
| claims, net | | | | 3,273 | | | 71,317 | | | 4,500 | | | 16,900 | |
| Restructuring payments | | | | 1,951 | | | 16,853 | | | 1,924 | | | 6,670 | |
|
| Free Cash Flow before legacy payments | | | $ | (13,670 | ) | $ | (58,555 | ) | $ | 15,969 | | $ | (27,640 | ) |
|
NOTE ON EBITDA, CASH FROM OPERATIONS AND FREE CASH FLOW RECONCILIATIONS: EBITDA, cash from operations and free cash flow are non-GAAP financial measures that GTI currently calculates according to the schedule above, using GAAP amounts from the Consolidated Financial Statements. GTI believes that such non-GAAP financial measures are generally accepted as providing useful information regarding a company’s ability to incur and service debt and the productivity and cash generation potential of its ongoing businesses. Management uses such non-GAAP financial measures as well as other financial measures in connection with its decision-making activities. Such non-GAAP financial measures should not be considered in isolation or as a substitute for net income (loss), cash flows from continuing operations or other consolidated income or cash flow data prepared in accordance with GAAP. GTI’s method for calculating such non-GAAP financial measures may not be comparable to methods used by other companies and is not the same as the method for calculating EBITDA under its senior secured revolving credit facility or its senior notes.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
(Dollars in thousands)
(Unaudited)
| Net Debt Reconciliation | | |
|---|
|
| 12/31/04 | 12/31/05 |
|---|
| Long-term debt | | | $ | 671,446 | | $ | 703,743 | |
| Short-term debt | | | | 644 | | | 405 | |
|
| Total debt | | | $ | 672,090 | | $ | 704,148 | |
| Less: | | |
| Fair value adjustments for hedge instruments | | | | 14,593 | | | 7,404 | |
| Unamortized bond premium | | | | 1,611 | | | 1,446 | |
| Cash and cash equivalents | | | | 23,484 | | | 5,968 | |
|
| Net debt | | | $ | 632,402 | | $ | 689,330 | |
|
NOTE ON NET DEBT RECONCILIATION: Net debt is a non-GAAP financial measure that GTI calculates according to the schedule above, using GAAP amounts from the Consolidated Financial Statements. GTI excludes the unamortized bond premium from its sale of $150 million aggregate principal amount of additional senior notes in May 2002 at a price of 104.5% of principal amount. The premium received in excess of principal amount is amortized to reduce interest expense over the term of the senior notes. GTI also excludes the fair value adjustments for hedge instruments, which includes interest rate swaps that have been marked-to-market and realized gains or (losses) on interest rate swaps. Realized gains on interest rates swaps (terminated hedge instruments) currently represent an increase to long-term debt on the Consolidated Balance Sheet of $7 million and will be amortized into the Consolidated Statement of Operations as a reduction to interest expense over the remaining life of the senior notes. GTI believes that net debt is generally accepted as providing useful information regarding a company’s indebtedness. Management believes net debt provides meaningful information to investors to assist them to analyze leverage. Management uses net debt as well as other financial measures in connection with its decision-making activities. Net debt should not be considered in isolation or as a substitute for total debt or total debt and other long term obligations calculated in accordance with GAAP. GTI’s method for calculating net debt may not be comparable to methods used by other companies and is not the same as the method for calculating net debt under its senior secured revolving credit facility. GTI does not forecast the fair value adjustment for hedging instruments.
