-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KQHoCpg6Lp5JVEIj8lBc+jquV++4FCkbusipO1rcXTtJn17ZnP4YtL6pvWAmQnyZ Ii99vKUDjTqqjgNcnK6rsA== 0001299933-09-004221.txt : 20091027 0001299933-09-004221.hdr.sgml : 20091027 20091027065940 ACCESSION NUMBER: 0001299933-09-004221 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091026 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091027 DATE AS OF CHANGE: 20091027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FERRO CORP CENTRAL INDEX KEY: 0000035214 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 340217820 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00584 FILM NUMBER: 091138021 BUSINESS ADDRESS: STREET 1: 1000 LAKESIDE AVE CITY: CLEVELAND STATE: OH ZIP: 44114-1183 BUSINESS PHONE: 2166418580 MAIL ADDRESS: STREET 1: 1000 LAKESIDE AVE CITY: CLEVELAND STATE: OH ZIP: 44144-1147 8-K 1 htm_34815.htm LIVE FILING Ferro Corporation (Form: 8-K)  

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   October 26, 2009

Ferro Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Ohio 1-584 34-0217820
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1000 Lakeside Avenue, Cleveland, Ohio   44114
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   216-641-8580

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02 Results of Operations and Financial Condition.

On Monday, October 26, 2009, Ferro Corporation ("the Company") issued a press release that discussed quarterly financial results for the three months ending September 30, 2009, and the business conditions expected during the fourth quarter of 2009. The press release also provided information regarding a conference call to be held on Tuesday, October 27, 2009, in which the Company's management will discuss the financial results.

A copy of the press release is attached hereto as Exhibit 99.1.





Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1: Press release






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Ferro Corporation
          
October 26, 2009   By:   Sallie B. Bailey
       
        Name: Sallie B. Bailey
        Title: Vice President and Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press release
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

For Immediate Release

Ferro Reports 2009 Third-Quarter Results

CLEVELAND, Ohio – October 26, 2009 – Ferro Corporation (NYSE: FOE) announced today that net sales for the three months ended September 30, 2009 were $442 million, a decline of 25 percent from the third quarter of 2008. Net sales increased 11 percent, sequentially, from the second quarter of 2009.

For the third quarter, the Company recorded income from continuing operations of $2.8 million, or $0.04 per diluted share, compared with income from continuing operations of $3.9 million, or $0.07 per share, in the third quarter of 2008. The third-quarter income from continuing operations was a $13.9 million improvement from a loss from continuing operations of $11.1 million, or $0.27 per share, in the second quarter of 2009. The operating income for the 2009 third quarter included net pre-tax charges of $14.1 million. These charges were primarily related to impairment of goodwill, manufacturing rationalization and other cost reduction activities. Third quarter 2008 operating income was reduced by pre-tax charges of $17.9 million primarily related to restructuring charges, a loss on extinguishment of debt and corporate development activities.

“Our positive momentum accelerated in the third quarter resulting in improved gross margins and higher segment income margins compared with the third quarter of 2008, despite lower sales,” said James F. Kirsch, Chairman, President and Chief Executive Officer. “The improved margins show that our efforts to lower our sales breakeven level, reduce cost and expense, and restructure the Company are achieving results. Although we have made significant progress, we are continuing our efforts to streamline the business, reduce our cost structure and improve productivity from the manufacturing floor to our corporate support operations. We believe these actions will position us to provide attractive returns to our shareholders as global customer demand continues to recover.”

2009 Third-Quarter Results

Net sales declined in the 2009 third quarter compared with the prior-year period reflecting the global economic slowdown that accelerated during the fourth quarter of 2008. Demand from customers serving economically cyclical markets including construction, automobiles and appliances continued to gradually improve from a low point in the 2009 first quarter. The Company’s sales decline included reduced sales of precious metals, which contributed approximately 3 percentage points to the 25 percent net sales decline. Changes in foreign currency exchange rates accounted for approximately 1 percentage point of the net sales decline.

Net sales increased 11 percent, sequentially, from the 2009 second quarter to the third quarter. Sequential sales growth was recorded in all regions, with the highest percentage growth in Asia and Latin America.

Compared with the prior-year period, sales declined in Performance Coatings as a result of lower sales volumes of tile coatings, partially offset by higher sales volumes of porcelain enamel. Sales increased sequentially for the second consecutive quarter from their trough in the 2009 first quarter as customer inventory destocking moderated and end-market demand stabilized. Segment income increased in Performance Coatings compared with the prior-year period as a result of lower manufacturing costs and reduced selling, general and administrative (“SG&A”) expense that more than offset the negative effects of lower manufacturing volume.

Sales declined in Electronic Materials as a result of lower sales of dielectric materials, conductive metal pastes and powders, and surface finishing materials, compared with last year’s third quarter. Lower sales of precious metals accounted for approximately half of the overall sales decline. Sales excluding precious metals increased 9 percent, sequentially, from the 2009 second quarter. The cost of precious metals that are contained in many of the Company’s Electronic Materials products are passed through to customers with minimal gross margin contribution. Sales of solar pastes benefited from improved demand from Asian solar cell manufacturers although demand for solar pastes in Europe remained soft. Segment income declined compared with the third quarter of 2008 as a result of the negative effects of lower volume, although this decline was partially offset by reduced SG&A expense resulting from expense control initiatives.

Sales declined in Color and Glass Performance Materials compared with the prior-year quarter. Sales increased sequentially from the first and second quarters of 2009 as customer demand improved, particularly in automotive enamels where weak end-market demand and customer inventory destocking had been a significant drag on sales. Although segment income declined in Color and Glass Performance Materials from the prior-year period, segment income as a percent of sales increased. The decline in segment income was the result of the negative effects of lower manufacturing volumes associated with lower customer demand, partially offset by improved manufacturing cost performance and reductions in SG&A expense.

Third-quarter sales declined in Polymer Additives and Specialty Plastics compared with the prior-year quarter. Despite the lower sales, segment income was nearly flat in Polymer Additives and was up slightly in Specialty Plastics. In both businesses, the negative effects of lower manufacturing volumes were offset by lower manufacturing costs and reduced SG&A expense.

Total segment income was $41.5 million, compared with $46.8 million in the 2008 third quarter and $19.3 million in the second quarter of 2009. The growth in segment income from the second to the third quarter of 2009 was the result of the sequential growth in sales volume; realization of savings from restructuring and other cost and expense control initiatives; and, reduced inventory liquidation. Total segment income as a percent of sales improved to 9.4 percent in the 2009 third quarter from 7.9 percent in the prior-year period.

Gross margins were 21.1 percent of sales in the 2009 third quarter, compared with 18.7 percent in the third quarter of 2008. Gross margin percentage increased for the third consecutive quarter, from a low in the fourth quarter of 2008, due to restructuring actions, staffing reductions and other cost reduction programs. For the quarter, raw material costs were lower compared with the third quarter of 2008. Although reductions in product prices offset much of the benefit of lower raw material costs, the lower raw material costs did have a net positive effect on gross margin percentage. Gross profit for the 2009 third quarter was reduced by charges of $0.3 million primarily related to costs of staffing reductions and accelerated depreciation. Gross profit for the 2008 third quarter included charges of $1.5 million primarily related to asset write-offs and manufacturing rationalization activities.

SG&A expense was $65.9 million in the 2009 third quarter, a reduction of $11.0 million from $76.9 million in the prior-year quarter. The 14 percent decline was the result of expense reduction efforts, including staffing reductions, curtailment of discretionary spending and suspended incentive compensation payments. Partially offsetting the decline in SG&A expense were increased pension expenses of approximately $5.0 million. Included in SG&A expense in the 2009 third quarter were charges of $2.7 million primarily incurred in connection with expense reduction initiatives. The 2008 third-quarter SG&A expense included net charges of $1.9 million, primarily related to corporate development expenses that were partially offset by an insurance settlement.

During the 2009 third quarter, impairment charges of $8.2 million were recorded related to the Company’s Pharmaceuticals business. The impairment was triggered by changes made to the assumptions used to determine valuation under the market approach. Also in the quarter, restructuring charges of $2.8 million were recorded primarily related to manufacturing rationalization activities in the Company’s European inorganic materials operations and other cost-reduction actions.

Interest expense increased due to higher interest rates on Ferro’s revolving credit facility and term loans as a result of the amendment to the Company’s credit facility that was signed in March 2009. Interest expense also increased due to higher borrowing levels, driven in part by increased collateral requirements related to precious metal leases.

The income tax benefit for the three months ending September 30, 2009 was $3.7 million, or 400 percent of pre-tax loss, compared with income tax expense of $0.9 million, or 18.5 percent of pre-tax income, in the 2008 third quarter. The primary reason for the significant improvement in the effective rate was due to the generation of additional tax credits.

Total balance sheet debt on September 30, 2009 was $621.0 million, an increase of $50.5 million from the end of 2008. Total debt declined by $29.7 million from the end of the 2009 second quarter to the end of the third quarter. In addition, the Company had net proceeds of $13.2 million from off balance sheet receivables factoring programs outside the United States, compared with proceeds of $16.7 million at the end of 2008. Through September 30, 2009, cash collateral requirements of $92.3 million have been funded through the Company’s credit facilities. Total borrowings, including the off balance sheet receivables factoring, have declined by $45.3 million since the end of 2008, apart from the borrowing related to the precious metal collateral.

Update on Cost and Expense Reduction Initiatives

Ferro continues to focus on cost and expense reductions to lower its sales breakeven level and improve profitability. Worldwide staffing has been reduced more than 20 percent since the beginning of 2008, including a reduction of approximately 9 percent during 2009. Progress is on-schedule in ongoing restructuring initiatives in the Performance Coatings and Color and Glass Performance Materials manufacturing operations in Europe. The previously announced project to discontinue manufacturing operations in Limoges, France, is expected to begin generating approximately $14 million in annual cost savings during 2010. In addition, the June 2009 suspension of operations at a tile coatings plant in Nules, Spain, is expected to reduce annual costs by $2 million to $3 million.

In early October, the Company initiated additional cost and expense reduction projects at sites around the world. The projects will result in manufacturing cost reductions in Performance Coatings, Color and Glass Performance Materials and Specialty Plastics through staffing reductions and facility consolidations in Europe and Asia. The projects will also reduce selling, general and administrative expense in Electronic Materials, Performance Coatings and Color and Glass Performance Materials. In total, approximately 230 positions are expected to be eliminated when the projects are fully implemented in mid-2010. Total cash spending related to the new projects is expected to be approximately $19 million over the next three quarters, which includes $14 million in severance costs and $3 million in capital spending. The payback period for these projects is estimated to be approximately 13 months.

Outlook

Ferro expects stabilization in end-market demand around the world to continue in the coming months, along with modest growth in selected regions. The Company remains cautious, however, regarding the outlook for fourth-quarter sales. Customers remain focused on cash flow and liquidity, and have indicated that inventories are likely to be held to very low levels at the end of the year. However, if end-market demand remains steady and customer inventories are reduced in December, then it is likely that the environment would be favorable for sales of the Company’s products in early 2010. The Company expects to continue initiatives that result in cost and expense savings during the coming quarters.

Visibility to future customer orders has improved modestly, but it remains more limited than normal. Due to the continued limited visibility to customer orders and uncertainty in global markets, the Company will not provide specific sales and earnings estimates for the fourth quarter.

Conference Call

The Company will host a conference call to discuss its financial results and general business outlook on Tuesday, October 27, 2009, at 10:00 a.m. Eastern time. If you wish to participate in the call, dial 888-323-2711 if calling from the United States or Canada, or dial 210-234-0008 if calling from outside North America. When prompted, refer to the pass code, FOE, and the conference leader, David Longfellow. Please call approximately 10 minutes before the conference call is scheduled to begin.

An audio replay of the call will be available from noon Eastern time on October 27 through 9 p.m. Eastern time on November 3. To access the replay, dial 866-378-7468 if calling from the United States or Canada, or dial 203-369-0322 if calling from outside North America.

The conference call also will be broadcast live over the Internet and will be available for replay through the end of the 2009 fourth quarter. The live broadcast and replay can be accessed through the Investor Information portion of the Company’s Web site at www.ferro.com.

About Ferro Corporation

Ferro Corporation (http://www.ferro.com) is a leading global supplier of technology-based performance materials for manufacturers. Ferro materials enhance the performance of products in a variety of end markets, including electronics, solar energy, telecommunications, pharmaceuticals, building and renovation, appliances, automotive, household furnishings, and industrial products.

Headquartered in Cleveland, Ohio, the Company has approximately 5,400 employees globally and reported 2008 sales of $2.2 billion.

Cautionary Note on Forward-Looking Statements

Certain statements in this Ferro press release may constitute “forward-looking statements” within the meaning of Federal securities laws. These statements are subject to a variety of uncertainties, unknown risks and other factors concerning the Company’s operations and business environment, which are difficult to predict and often beyond the control of the Company. Important factors that could cause actual results to differ materially from those suggested by these forward-looking statements, and that could adversely affect the Company’s future financial performance, include the following:

    Our products are sold into industries where demand is unpredictable, cyclical or heavily influenced by consumer spending, and such demand may be impacted by macro-economic circumstances and uncertainties in credit markets.

    We are subject to a number of restrictive covenants in our credit facilities, and those covenants could affect our flexibility in funding strategic initiatives and lead to challenges in meeting our liquidity requirements, particularly if weak economic conditions continue for a prolonged period.

    We depend on external financial resources and the economic environment and credit market could interrupt our access to capital markets, borrowings, or financial transactions to hedge certain risks, which could adversely affect our financial condition.

    Interest rates on some of our borrowings are variable, and our borrowing costs could be affected adversely by interest rate increases.

    Many of our assets are encumbered by liens that have been granted to lenders, and those liens affect our flexibility to dispose of property and businesses.

    We have significant deferred tax assets, and our ability to utilize these assets will depend on our future performance.

    We are subject to certain continued listing requirements with the NYSE, including share price, shareholders’ equity and market capitalization, and noncompliance with these NYSE rules could result in the delisting of our common stock from the NYSE.

    We depend on reliable sources of energy and raw materials, including petroleum-based materials and other supplies, at a reasonable cost, but availability of such materials and supplies could be interrupted and/or the prices charged for them could escalate.

    The markets in which we participate are highly competitive and subject to intense price competition.

    We strive to improve operating margins through sales growth, price increases, productivity gains, improved purchasing techniques, and restructuring activities, but we may not be successful in achieving the desired improvements.

    The global scope of our operations exposes us to risks related to currency conversion rates and changing economic, social and political conditions around the world.

    We have a growing presence in the Asia-Pacific region where it can be difficult for a U.S.-based company to compete lawfully with local competitors.

    Regulatory authorities in the United States, European Union and elsewhere are taking a much more aggressive approach to regulating hazardous materials, and those regulations could affect our sales.

    Our operations are subject to operating hazards and, as a result, to stringent environmental, health and safety regulations and compliance with those regulations could require us to make significant investments.

    We are a defendant in several lawsuits that could have an adverse effect on our financial condition and/or financial performance unless they are successfully resolved.

    Our businesses depend on a continuous stream of new products, and failure to introduce new products could affect our sales and profitability.

    We are subject to stringent labor and employment laws in certain jurisdictions in which we operate, party to various collective bargaining arrangements, and our relationship with our employees could deteriorate, which could adversely impact our operations.

    Employee benefit costs, especially post-retirement costs, constitute a significant element of our annual expenses, and funding these costs could adversely affect our financial condition.

    Our restructuring initiatives may not provide sufficient cost savings to justify their expense.

    We are exposed to intangible asset risk.

    We have in the past identified material weaknesses in our internal controls, and the identification of any material weaknesses in the future could affect our ability to ensure timely and reliable financial reports.

    We are exposed to risks associated with acts of God, terrorists and others, as well as fires, explosions, wars, riots, accidents, embargoes, natural disasters, strikes and other work stoppages, quarantines and other governmental actions, and other events or circumstances that are beyond our control.

Additional information regarding these risk factors can be found in the Company’s Annual Report on Form 10-K for the period ended December 31, 2008.

The risks and uncertainties identified above are not the only risks the Company faces. Additional risks and uncertainties not presently known to the Company or that it currently believes to be immaterial also may adversely affect the Company. Should any known or unknown risks and uncertainties develop into actual events, these developments could have material adverse effects on the Company’s business, financial condition and results of operations.

This release contains time-sensitive information that reflects management’s best analysis only as of the date of this release. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release.

# # #

INVESTOR CONTACT:
David Longfellow
Director, Investor Relations, Ferro Corporation
Phone: 216-875-7155
E-mail: longfellowd@ferro.com

MEDIA CONTACT:
Mary Abood
Director, Corporate Communications, Ferro Corporation
Phone: 216-875-6202
E-mail: aboodm@ferro.com

1

    Ferro Corporation and Consolidated Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

                                 
                    Nine Months Ended
    Three Months Ended September 30,   September 30,
(Dollars in thousands, except per share amounts)   2009   2008   2009   2008
 
                               
Net sales
  $ 442,089     $ 590,150     $ 1,199,175     $ 1,812,964  
Cost of sales
    348,920       479,807       985,531       1,474,382  
 
                               
Gross profit
    93,169       110,343       213,644       338,582  
 
                               
Selling, general and administrative expenses
    65,918       76,943       196,526       234,243  
Impairment charges
    8,225               8,225          
Restructuring charges
    2,842       9,042       3,931       22,280  
Other expense (income):
                               
Interest expense
    17,891       12,424       46,255       38,747  
Interest earned
    (216 )     (213 )     (689 )     (484 )
Loss on extinguishment of debt
    0       5,531       0       5,531  
Foreign currency losses (gains), net
    104       1,647       3,033       756  
Miscellaneous expense, net
    (655 )     237       199       3,231  
 
                               
(Loss) income before income taxes
    (940 )     4,732       (43,836 )     34,278  
Income tax (benefit) expense
    (3,749 )     876       (15,844 )     14,290  
 
                               
(Loss) income from continuing operations
    2,809       3,856       (27,992 )     19,988  
Income from discontinued operations, net of income taxes
    0       1,259       0       4,586  
Loss on disposal of disc. operations, net of income taxes
    36       (57 )     (322 )     (73 )
 
                               
Net (loss) income
    2,845       5,058       (28,314 )     24,501  
Less: Net income attributable to noncontrolling interests
    728       448       1,712       1,386  
 
                               
Net (loss) income attributable to Ferro Corporation
    2,117       4,610       (30,026 )     23,115  
 
                               
Dividends on preferred stock
    (168 )     (225 )     (538 )     (675 )
 
                               
Net income attributable to common shareholders
  $ 1,949     $ 4,385       ($30,564 )   $ 22,440  
 
                               
 
                               
Per common share data:
                               
Basic (loss) earnings attributable to Ferro Corporation common shareholders:
                               
From Continuing Operations
  $ 0.04     $ 0.07       ($0.68 )   $ 0.41  
From Discontinued Operations
    0.00       0.03       (0.01 )     0.10  
 
                               
 
  $ 0.04     $ 0.10       ($0.69 )   $ 0.51  
 
                               
Diluted (loss) earnings attributable to Ferro Corporation common shareholders:
                               
From continuing operations
  $ 0.04     $ 0.07       ($0.68 )   $ 0.41  
From discontinued operations
    0.00       0.03       (0.01 )     0.10  
 
                               
 
  $ 0.04     $ 0.10       ($0.69 )   $ 0.51  
 
                               
 
                               
Cash dividends declared
  $ 0.000     $ 0.145     $ 0.010     $ 0.435  
 
                               
 
                               
Shares outstanding:
                               
Basic
  44,711,019   43,635,955   44,592,656   43,637,682
Diluted
  44,996,368   43,816,995   44,592,656   43,649,238
End of Period
  44,715,189   43,643,516   44,715,189   43,643,516

2

Ferro Corporation and Consolidated Subsidiaries
Segment Net Sales and Segment Income (Unaudited)

                                 
    Three Months   Nine Months Ended
(Dollars in thousands)   Ended September 30,   September 30,
    2009   2008   2009   2008
Segment Net Sales
                               
Performance Coatings
  $ 129,499     $ 162,523     $ 355,420     $ 501,819  
Electronic Materials
    113,210       155,122       296,269       452,317  
Color and Glass Perf. Materials
    88,498       115,013       232,264       374,083  
Polymer Additives
    67,660       93,081       190,105       284,107  
Specialty Plastics
    39,040       58,097       110,833       183,499  
Pharmaceuticals
    4,182       6,314       14,284       17,139  
 
                               
Total Segment Net Sales
  $ 442,089     $ 590,150     $ 1,199,175     $ 1,812,964  
 
                               
 
                               
Segment Income
                               
Performance Coatings
  $ 14,518     $ 12,135     $ 20,144     $ 34,400  
Electronic Materials
    13,129       17,095       21,933       43,527  
Color and Glass Perf. Materials
    7,815       9,712       7,583       40,695  
Polymer Additives
    4,386       4,385       7,863       11,703  
Specialty Plastics
    2,977       2,796       7,148       7,520  
Pharmaceuticals
    (1,316 )     656       (989 )     199  
 
                               
Total Segment Income
    41,509       46,779       63,682       138,044  
 
                               
Unallocated corp. expenses
    14,258       13,379       46,564       33,705  
Impairment charges
    8,225       0       8,225       0  
Restructuring charges
    2,842       9,042       3,931       7,689  
Interest Expense
    17,891       12,424       46,255       22,280  
Other expense, net
    (767 )     7,202       2,543       9,034  
 
                               
Income before income taxes from continuing operations
    ($940 )   $ 4,732       ($43,836 )   $ 34,278  
 
                               

3

Ferro Corporation and Consolidated Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)

                 
(Dollars in thousands)   September 30,   December 31,
    2009   2008
Assets
  (Unaudited)   (Audited)
Current assets:
               
Cash and cash equivalents
  $ 14,271     $ 10,191  
Accounts and trade notes receivable, net
    309,100       296,423  
Inventories
    181,249       256,411  
Deposits for precious metals
    92,330        
Deferred income taxes
    27,264       19,167  
Other receivables
    27,509       58,391  
Other current assets
    10,486       8,306  
 
               
Total current assets
    662,209       648,889  
 
               
Property, plant & equipment, net
    443,160       456,549  
Goodwill
    222,403       229,665  
Amortizable intangible assets, net
    11,042       11,753  
Deferred income taxes
    150,985       134,361  
Other non-current assets
    68,504       62,900  
 
               
Total assets
  $ 1,558,303     $ 1,544,117  
 
               
 
               
Liabilities and Shareholders’ Equity
               
Current liabilities:
               
Loans payable and current portion of long-term debt
  $ 38,491     $ 8,883  
Accounts payable
    219,273       232,113  
Income taxes
    3,407       14,361  
Accrued payrolls
    19,979       18,695  
Other current liabilities
    70,092       83,012  
 
               
Total current liabilities
    351,242       357,064  
 
               
Long-term debt, less current portion
    582,536       561,613  
Postretirement and pension liabilities
    232,166       221,110  
Deferred income taxes
    11,778       13,011  
Other non-current liabilities
    32,797       34,047  
 
               
Total liabilities
    1,210,519       1,186,845  
 
               
Series A convertible preferred stock
    9,544       11,548  
 
               
Shareholders’ equity
    328,810       335,969  
Noncontrolling interest
    9,430       9,755  
 
               
Total liabilities and shareholders’ equity
  $ 1,558,303     $ 1,544,117  
 
               

4

Ferro Corporation and Consolidated Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)

                                 
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
(Dollars in thousands)   2009   2008   2009   2008
 
                               
Cash flows from operating activities
                               
Net income
  $ 2,845     $ 5,058       ($28,314 )   $ 24,501  
Depreciation and amortization
    22,148       18,672       63,501       55,596  
Deposits for precious metals
    (11,904 )     0       (92,330 )        
Accounts and trade notes receivable
    (9,274 )     5,914       (5,531 )     (13,270 )
Inventories
    1,965       (4,148 )     77,477       (45,980 )
Accounts payable
    27,136       (12,516 )     (10,758 )     (2,781 )
Other changes in current assets and liabilities, net
    24,555       (18,819 )     8,774       (3,147 )
Other adjustments, net
    (20,790 )     (1,192 )     (18,263 )     (15,249 )
 
                               
Net cash (used for) provided by continuing operations
    34,681       (6,682 )     (5,444 )     (330 )
Net cash (used for) provided by discontinued operations
    36       1,827       (325 )     2,168  
 
                               
Net cash (used for) provided by operating activities
    34,717       (4,855 )     (5,769 )     1,838  
 
                               
Cash flows from investing activities
                               
Capital expenditures for property, plant and equipment
    (7,735 )     (20,633 )     (30,704 )     (55,205 )
Proceeds from sale of assets and businesses
    32       (60 )     104       586  
Dividends received from affiliates
    169       336       169       336  
 
                               
Net cash used for investing activities
    (7,534 )     (20,357 )     (30,431 )     (54,283 )
 
                               
Cash flow from financing activities
                               
Net borrowings (repayments) under short- term credit facilities
    183       (1,376 )     29,128       2,102  
Proceeds from convertible notes
    0       172,500       0       172,500  
Proceeds from revolving credit facility
    127,000       326,093       561,624       756,440  
Extinguishment of 9 1/8% notes
    0       (205,269 )     0       (205,269 )
Principal payments on revolving credit facility
    (157,300 )     (258,153 )     (542,027 )     (638,227 )
Principal payments on term loan facility
    (762 )     (762 )     (2,287 )     (8,689 )
Debt issue costs paid
    0       (5,462 )     (9,367 )     (5,462 )
Cash dividends paid
    0       (6,522 )     (636 )     (19,558 )
Other financing activities
    (1,387 )     5,760       748       1,522  
 
                               
Net cash (used for) provided by financing activities
    (32,266 )     26,809       37,183       55,359  
Effect of exchange rate changes on cash and cash equivalents
    1,862       (463 )     3,097       (415 )
 
                               
Increase (decrease) in cash and cash equivalents
    (3,221 )     1,134       4,080       2,499  
Cash and cash equivalents at beginning of period
    17,492       13,390       10,191       12,025  
 
                               
Cash and cash equivalents at end of period
  $ 14,271     $ 14,524     $ 14,271     $ 14,524  
 
                               
 
                               
Cash paid during the period for:
                               
Interest
  $ 12,193     $ 19,754     $ 37,985     $ 46,247  
Income taxes
  $ 2,586     $ 3,136     $ 8,221     $ 8,379  

5

Ferro Corporation and Consolidated Subsidiaries
Supplemental Information

Segment Net Sales Excluding Precious Metals and
Reconciliation of Sales Excluding Precious Metals to Net Sales (Unaudited)

                                 
    Three Months   Nine Months Ended
(Dollars in thousands)   Ended September 30,   September 30,
    2009   2008   2009   2008
 
                               
Performance Coatings
  $ 129,368   $ 162,203   $ 355,053   $ 501,100
Electronic Materials
  54,784   77,931   153,051   219,227
Color and Glass Performance Materials
  83,136   108,066   219,359   347,150
Polymer Additives
  67,660   93,081   190,105   284,107
Specialty Plastics
  39,040   58,097   110,833   183,499
Pharmaceuticals
  4,183   6,314   14,284   17,139
 
                               
Total net sales excluding precious metals
  378,171   505,692   1,042,685   1,552,222
 
                               
 
                               
Sales of precious metals
  63,918   84,458   156,490   260,742
 
                               
Total net sales
  $ 442,089   $ 590,150   $ 1,199,175   $ 1,812,964
 
                               

It should be noted that segment sales excluding precious metals is a financial measure not required by, or presented in accordance with, accounting principles generally accepted in the United States (U.S. GAAP). The sales are presented here to exclude the impact of volatile precious metal raw material costs. The precious metal raw material costs are generally passed through directly to customers with minimal margin. We believe this data provides investors with additional information on the underlying operations of the business and enables period-to-period comparability of financial performance. In addition, these measures are used in the calculation of certain incentive compensation programs for selected employees.

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