EX-99.1 2 a2015-q4pressrelease.htm EXHIBIT 99.1 Exhibit
EXHIBIT 99.1

CONTACT:
Quinn Coburn
Vice President and CFO
(216) 676-2000


GrafTech Reports Fourth Quarter and Year Ended 2015 Results

INDEPENDENCE, Ohio - February 26, 2016 - GrafTech International Ltd. today announced financial results for the fourth quarter and full year ended December 31, 2015.

On August 17, 2015, GrafTech became an indirect wholly-owned subsidiary of Brookfield Asset Management Inc. (NYSE:BAM) (TSX:BAM.A) (Euronext:BAMA). In accordance with GAAP and using business combination accounting guidelines, results for the full year 2015 are presented in two distinct periods labeled as predecessor (which reflects the period prior to the Brookfield acquisition) and as successor (which reflects the period following the acquisition and includes the provisional purchase price allocation). Due to the different basis of accounting, the predecessor and successor results are not directly comparable, but for narrative purposes in this press release, the predecessor and successor results have been combined for ease of discussion and analysis.

2015 Fourth Quarter Review
Net sales were $154 million, a decrease of 41 percent, compared to net sales of $260 million in the fourth quarter of 2014. Lower sales volume and weaker pricing in both business segments drove the reduction in revenue.
Net loss was $(26) million, compared to a net loss of $(83) million in the same period of the prior year. The net loss in the fourth quarter of 2015 includes $3 million of special charges1, net of tax. The fourth quarter of 2014 included special charges of $91 million, net of tax.
Adjusted net loss*, which excludes special charges, was $(23) million, compared to adjusted net income* of $8 million in the fourth quarter of 2014.
EBITDA*, which excludes special charges, was $7 million, versus $37 million in the same period of the prior year.
Net cash provided by operating activities was $19 million, compared to $38 million in the fourth quarter of 2014.

1 Special charges include rationalization and rationalization-related, impairment, valuation allowance, AGM customer bankruptcy, and proxy contest and transaction charges and expenses.

*Non-GAAP financial measures. See attached reconciliations.



Industrial Materials
Net sales for Industrial Materials declined to $119 million, compared to $206 million in the fourth quarter of 2014. The Industrial Materials business segment reported an operating loss of $(6) million, compared to $(58) million in the same period of the prior year. Adjusted segment operating loss* , which excludes special charges, was $(5) million in the fourth quarter of 2015, compared to adjusted segment operating income of $22 million in the fourth quarter of 2014 and $3 million in the third quarter of 2015. The reduction in segment revenue and adjusted operating income was largely due to lower graphite electrode shipments in response to weak global steel customer demand and lower realized graphite electrode pricing year-over-year.
 
 
 
Combined
 
 
 
Q4 2014
 
 Q3 2015
 
Q4 2015
Industrial Materials net sales:
$
206,099

 
$
126,004

 
$
119,143

Industrial Materials adjusted operating income:
21,981

 
3,030

 
(5,126
)
Industrial Materials adjusted operating income margin:
10.7
%
 
2.4
%
 
(4.3
)%
Engineered Solutions
Net sales for Engineered Solutions decreased to $35 million, compared to $54 million in the fourth quarter of 2014. The Engineered Solutions business segment reported break-even operating income, compared to an operating loss of $(7) million in the same period of the prior year. Adjusted segment operating income*, which excludes special charges, was $2 million in the fourth quarter of 2015, compared to $4 million in the fourth quarter of 2014. Weak demand for products serving the advanced consumer electronics industry and softness in advanced graphite materials product sales adversely impacted revenue and adjusted operating income.
 
 
 
 
Combined
 
 
 
 
Q4 2014
 
 Q3 2015
 
Q4 2015
Engineered Solutions net sales:
 
$
53,772

 
$
34,184

 
$
35,007

Engineered Solutions adjusted operating income:
 
3,834

 
(3,509
)
 
2,190

Engineered Solutions adjusted operating income margin:
 
7.1
%
 
(10.3
)%
 
6.3
%
Selling and Administrative and Research and Development Expense
Total company selling and administrative expense and research and development expenses, which include corporate expenses, were $24 million in the fourth quarter of 2015, compared to $41 million in the fourth quarter of 2014. Overhead expense in the fourth quarter of 2015 was negatively impacted by special charges of $3 million compared to special charges of $14 million in the prior year quarter. Excluding special charges in both periods, overhead declined $6 million, or 22 percent, year-over-year to $21 million in the fourth quarter of 2015, due to continued cost reduction efforts.

1 Special charges include rationalization and rationalization-related, impairment, valuation allowance, AGM customer bankruptcy, and proxy contest and transaction charges and expenses.

*Non-GAAP financial measures. See attached reconciliations.



Interest expense decreased to $7 million from $10 million in the same period of the prior year primarily resulting from the August 2015 prepayment of the Senior Subordinated Notes.
Outlook
In its January, 2016 report, the International Monetary Fund (IMF) estimated global growth at 3.6 percent in 2016, moderately higher than its 3.1 percent estimate for 2015. The report stated that in advanced economies a modest and uneven recovery is expected, while activity in emerging market and developing economies is projected to increase slightly after declining for five years in a row. The IMF also indicated that risks remain tilted to the downside and relate to the ongoing adjustments to the global economy.
In its Short Range Outlook released on October 12, 2015, the World Steel Association (WSA) forecast that global steel demand will decrease by 1.7 percent to 1,513 million tons in 2015, following growth of 0.7 percent in 2014. In 2016, WSA forecast that world steel demand will show growth of 0.7 percent and will reach 1,523 million tons.
Joel Hawthorne, Chief Executive Officer of GrafTech, commented, "We continue to manage through a very challenging operating environment in our end markets and will continue to aggressively reduce costs to improve our competitive position.  With the benefits of the investment made by Brookfield Asset Management, we remain focused on leveraging our core competencies that GrafTech has built over the past 129 years.”


About GrafTech
GrafTech International, an indirect wholly-owned subsidiary of Brookfield Asset Management, is a global company that has been redefining limits for more than 125 years. We offer innovative graphite material solutions for our customers in a wide range of industries and end markets, including steel manufacturing, advanced energy applications and latest generation electronics. GrafTech operates 15 principal manufacturing facilities on four continents and sells products in over 70 countries. Headquartered in Independence, Ohio, GrafTech employs approximately 1,900 people. For more information, call 216-676-2000 or visit www.GrafTech.com.

NOTE ON FORWARD-LOOKING STATEMENTS: This news release and related discussions may contain forward-looking statements about such matters as: outlook for 2016 or beyond; future or targeted operational and financial performance; growth prospects and rates; the markets we serve and our position in those markets; future or targeted profitability, cash flow, liquidity, sales, costs and expenses, tax rates, working capital, production rates, inventory levels, debt levels, capital expenditures, EBITDA, cost savings and business opportunities and positioning; strategic plans; inventory and supply chain management; rationalization and related activities; the impact of rationalization, product line change, cost and liquidity initiatives; expected or targeted changes in production capacity or levels, operating rates or efficiency in our operations or our competitors' or customers' operations; future prices and demand for our products; product quality; diversification, new products, and product improvements and their impact on our business; the integration or impact of acquired businesses; divestitures, asset sales, investments and acquisitions that we may make in the future; possible debt or equity financing or

1 Special charges include rationalization and rationalization-related, impairment, valuation allowance, AGM customer bankruptcy, and proxy contest and transaction charges and expenses.

*Non-GAAP financial measures. See attached reconciliations.



refinancing (including factoring and supply chain financing) activities; our customers' operations, order patterns and demand for their products; the impact of customer bankruptcies; regional and global economic and industry market conditions, including our expectations concerning their impact on us and our customers and suppliers; conditions and changes in the global financial and credit markets; timing of filing of our reports with the SEC; the nature of any report on our financial statements; legal proceedings; our liquidity, capital resources, compliance with covenants under credit facilities and debt securities and possible consequences of non compliance and responses thereto; tax rates and the effects of jurisdictional mix; the impact of accounting changes; and currency exchange and interest rates and changes therein.
We have no duty to update these statements. Our expectations and targets are not predictions of actual performance and historically our performance has deviated, often significantly, from our expectations and targets. Actual future events, circumstances, performance and trends could differ materially, positively or negatively, due to various factors, including: litigation in relation to the recently consummated tender offer and merger transactions; failure to achieve production rate, inventory level, product development, capital expenditure level, cost savings, EBITDA or other targets or estimates; actual outcome of uncertainties associated with assumptions and estimates used when applying critical accounting policies and preparing financial statements; failure to successfully develop and commercialize new or improved products; adverse changes in cost, inventory or supply chain management; limitations or delays on capital expenditures; business interruptions, including those caused by weather, natural disaster, or other causes; delays or changes in, or non-consummation of, proposed asset sales, divestitures, investments or acquisitions; failure to successfully integrate or achieve expected savings, synergies, performance or returns expected from any completed asset sales, divestitures, investments or acquisitions; inability to protect our intellectual property rights or infringement of intellectual property rights of others; changes in market prices of our securities; changes in our ability to obtain new or refinance existing financing on acceptable terms or at all; inability to obtain amendments or waivers relating to covenants under credit facilities or debt securities; the possibility of limitations or qualifications on any report on our financial statements; adverse changes in labor relations; adverse developments in legal proceedings or investigations; non-realization of anticipated benefits from, or variances in the cost or timing of, organizational changes, rationalizations and restructurings; loss of market share or sales due to rationalization, product line changes, or pricing activities; negative developments relating to health, safety or environmental compliance, remediation or liabilities; downturns, production reductions or suspensions, or other changes in steel, electronics and other markets we or our customers serve; customer or supplier bankruptcy or insolvency events; political unrest that adversely impacts us or our customers' businesses; declines in demand; intensified competition and price or margin decreases; graphite electrode, needle coke and other competitive product manufacturing capacity increases; fluctuating market prices for our products, including adverse differences between actual graphite electrode prices and spot or announced prices; consolidation of steel producers; mismatches between manufacturing capacity and demand; significant changes in our provision for income taxes and effective income tax rate; changes in the availability or cost of key inputs, including petroleum, petroleum-based coke or energy; changes in interest or currency exchange rates; inflation or deflation; changes in capital structure or share ownership; failure to satisfy conditions to government grants; changes in or continuing uncertainty over fiscal or monetary policies or conditions in the U.S., Europe, China or elsewhere; changes in fiscal and monetary policy; a protracted regional or global financial or economic crisis; 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.


1 Special charges include rationalization and rationalization-related, impairment, valuation allowance, AGM customer bankruptcy, and proxy contest and transaction charges and expenses.

*Non-GAAP financial measures. See attached reconciliations.


EXHIBIT 99.1

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
(Unuaudited)
 
Predecessor
 
Successor
 
As of December 31, 2014
 
As of
December 31,
2015
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
17,550

 
$
6,927

Accounts and notes receivable, net of allowance for doubtful accounts of $7,471 as of December 31, 2014 and $304 as of December 31, 2015
162,919

 
102,815

Inventories
382,903

 
295,462

Prepaid expenses and other current assets
81,623

 
21,674

Total current assets
644,995

 
426,878

Property, plant and equipment
1,500,821

 
660,880

Less: accumulated depreciation
846,781

 
23,347

Net property, plant and equipment
654,040

 
637,533

Deferred income taxes
16,819

 
15,327

Goodwill
420,129

 
172,059

Other assets
97,822

 
170,218

Total assets
$
1,833,805

 
$
1,422,015

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
86,409

 
$
49,478

Short-term debt
188,104

 
4,772

Accrued income and other taxes
24,506

 
9,039

Rationalizations
9,563

 
3,048

Other accrued liabilities
43,319

 
29,779

Total current liabilities
351,901

 
96,116

Long-term debt
341,615

 
362,455

Other long-term obligations
107,566

 
95,485

Deferred income taxes
28,197

 
57,430

 

 

Stockholders’ equity:
 
 
 
Preferred stock, par value $.01, 10,000,000 shares authorized, none issued

 

Common stock, par value $.01, 225,000,000 shares authorized, 152,821,011 shares issued as of December 31, 2014 and 1,000 shares authorized and issued as of December 31, 2015
1,528

 

Additional paid – in capital
1,825,880

 
854,337

Accumulated other comprehensive loss
(336,524
)
 
(10,257
)
Accumulated deficit
(245,751
)
 
(33,551
)
Less: cost of common stock held in treasury, 15,922,729 shares as of December 31, 2014 and 0 as of December 31, 2015
(239,811
)
 

Less: common stock held in employee benefit and compensation trusts, 80,967 shares as of December 31, 2014 and 0 shares as of December 31, 2015
(796
)
 

Total stockholders’ equity
1,004,526

 
810,529

Total liabilities and stockholders’ equity
$
1,833,805

 
$
1,422,015





EXHIBIT 99.1

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
 
 
Predecessor
 
Successor
 
For the Three Months Ended December 31, 2014
 
For the Three Months Ended December 31, 2015
 
 
 
 
Net sales
$
259,871

 
$
154,150

Cost of sales
228,915

 
144,312

Gross profit
30,956

 
9,838

Research and development
6,300

 
1,688

Selling and administrative expenses
35,154

 
22,309

Rationalizations
(136
)
 
438

Impairments
75,650

 

Operating loss
(86,012
)
 
(14,597
)
 
 
 
 
Other expense (income), net
543

 
(1,621
)
Interest expense
9,834

 
7,215

Interest income
(73
)
 
10

Loss before provision for income taxes
(96,316
)
 
(20,201
)
 
 
 
 
Provision for income taxes
(12,833
)
 
6,047

Net loss
$
(83,483
)
 
$
(26,248
)
 
 
 
 
Basic loss per common share:
 
 
 
Net loss per share
$
(0.61
)
 
N/A

Weighted average common shares outstanding
136,441

 
N/A

 
 
 
 
Diluted loss per common share:
 
 
 
Net loss per share
$
(0.61
)
 
N/A

Weighted average common shares outstanding
136,641

 
N/A

 
 
 
 
 

















EXHIBIT 99.1


GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND RECONCILIATION
(Dollars in thousands, except per share amounts)
(Unaudited)

 
Predecessor
 
Successor
 
For the Year Ended
December 31, 2014
 
For the Period January 1, 2015 Through
August 14, 2015
 
For the Period
August 15, 2015
Through
December 31, 2015
 
 
 
 
 
 
Net sales
$
1,085,304

 
$
437,931

 
$
248,741

Cost of sales
993,057

 
399,817

 
229,912

Gross profit
92,247

 
38,114

 
18,829

Research and development
14,844

 
5,556

 
2,348

Selling and administrative expenses
124,178

 
81,147

 
32,115

Impairments
197,220

 
35,381

 

Rationalizations
11,625

 
4,507

 
1,075

Operating loss
(255,620
)
 
(88,477
)
 
(16,709
)
 
 
 
 
 
 
Other expense (income), net
2,445

 
1,335

 
(943
)
Interest expense
37,057

 
27,118

 
10,916

Interest income
(330
)
 
(367
)
 
(11
)
Loss before provision for income taxes
(294,792
)
 
(116,563
)
 
(26,671
)
 
 
 
 
 
 
Provision for income taxes
(9,416
)
 
4,086

 
6,880

Net loss
$
(285,376
)
 
$
(120,649
)
 
$
(33,551
)
 
 
 
 
 
 
Basic loss per common share:
 
 
 
 
 
Net loss per share
$
(2.10
)
 
$
(0.88
)
 
N/A

Weighted average common shares outstanding
136,155

 
137,152

 
N/A

 
 
 
 
 
 
Diluted loss per common share:
 
 
 
 
 
Net loss per share
$
(2.10
)
 
$
(0.88
)
 
N/A

Weighted average common shares outstanding
136,155

 
137,152

 
N/A

 
 
 
 
 
 





EXHIBIT 99.1

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
 
Predecessor
 
Successor
 
For the Three Months Ended December 31, 2014
 
For the Three Months Ended December 31, 2015
Cash flow from operating activities:
 
 
 
Net loss
$
(83,483
)
 
$
(26,248
)
Adjustments to reconcile net loss to
cash provided by operations:
 
 
 
Depreciation and amortization
26,585

 
18,014

Impairments
75,650

 

Inventory write-downs
800

 

Deferred income tax provision
(11,060
)
 
3,783

Post-retirement and pension plan changes
18,950

 
2,152

Stock-based compensation
1,568

 

Non-cash interest expense
4,588

 
1,565

Other charges, net
(1,680
)
 
(720
)
Net change in working capital*
8,269

 
26,810

Increase in long-term assets and liabilities
(2,173
)
 
(6,153
)
Net cash provided by operating activities
38,014

 
19,203

Cash flow from investing activities:
 
 
 
Capital expenditures
(15,667
)
 
(13,203
)
Proceeds from the sale of assets
963

 
90

Proceeds from derivative instruments
(1,452
)
 
242

Other
178

 

Net cash used in investing activities
(15,978
)
 
(12,871
)
Cash flow from financing activities:
 
 
 
Short-term debt, net
(1,004
)
 
(5,324
)
Revolving Facility borrowings
40,000

 
40,000

Revolving Facility reductions
(53,000
)
 
(47,000
)
Principal payments on long-term debt
(34
)
 
(171
)
Purchase of treasury shares
(274
)
 

Revolving Facility refinancing fees
(538
)
 

Other
(60
)
 

Net cash used in financing activities
(14,910
)
 
(12,495
)
Net increase (decrease) in cash and cash equivalents
7,126

 
(6,163
)
Effect of exchange rate changes on cash and cash equivalents
(454
)
 
(371
)
Cash and cash equivalents at beginning of period
10,878

 
13,461

Cash and cash equivalents at end of period
$
17,550

 
$
6,927

* Net change in working capital due to the following components:
 
 
Accounts and notes receivable, net
$
(1,227
)
 
$
7,403

Inventories
31,451

 
29,417

Prepaid expenses and other current assets
662

 
12,560

Decrease in accounts payable and accruals
(14,777
)
 
(15,681
)
Rationalizations
(3,061
)
 
(2,114
)
Increase in interest payable
(4,779
)
 
(4,775
)
Change in working capital
$
8,269

 
$
26,810





EXHIBIT 99.1

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NON-GAAP CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)

 
 
Predecessor
 
Successor
 
Combined
 
 
For the Period January 1, 2015 Through August 14, 2015
 
For the Period
August 15, 2015
Through December 31, 2015
 
For the Year Ended December 31, 2015
 
 
 
 
 
 
 
Net sales
 
$
437,931

 
$
248,741

 
$
686,672

Cost of sales
 
399,817

 
229,912

 
629,729

Gross profit
 
38,114

 
18,829

 
56,943

Research and development
 
5,556

 
2,348

 
7,904

Selling and administrative expenses
 
81,147

 
32,115

 
113,262

Rationalizations
 
4,507

 
1,075

 
5,582

Impairments
 
35,381

 

 
35,381

Operating loss
 
(88,477
)
 
(16,709
)
 
(105,186
)
 
 
 
 
 
 
 
Other expense (income), net
 
1,335

 
(943
)
 
392

Interest expense
 
27,118

 
10,916

 
38,034

Interest income
 
(367
)
 
(11
)
 
(378
)
Loss before provision for income taxes
 
(116,563
)
 
(26,671
)
 
(143,234
)
 
 
 
 
 
 
 
Provision for income taxes
 
4,086

 
6,880

 
10,966

Net loss
 
$
(120,649
)
 
$
(33,551
)
 
$
(154,200
)
 
 
 
 
 
 
 

NOTE ON RECONCILIATION OF CONSOLIDATED STATEMENTS OF OPERATIONS: On August 17, 2015, GrafTech became an indirect wholly-owned subsidiary of Brookfield Asset Management Inc. (NYSE:BAM) (TSX:BAM.A) (Euronext:BAMA). In accordance with GAAP and using business combination accounting guidelines, results for 2015 are presented in two distinct periods labeled as predecessor (to reflect the period prior to the Brookfield acquisition) and as successor (which reflects the period following the acquisition and includes the provisional purchase price allocation). Due to the different basis of accounting, the predecessor and successor results are not directly comparable, but for narrative purposes in this press release, the predecessor and successor results have been combined for ease of discussion and analysis.



EXHIBIT 99.1

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
SEGMENT DATA SUMMARY AND RECONCILIATION
(Dollars in thousands)
(Unaudited)
 
 
 
 
Combined
 

 
 
 
Combined
 
 
For the Three Months Ended December 31, 2014
 
For the Three Months Ended
September 30, 2015
 
For the Three Months Ended December 31, 2015
 
For the Year Ended December 31, 2014
 
For the Year Ended December 31, 2015
Net sales:
 
 
 
 
 
 
 
 
 
 
Industrial Materials
 
$
206,099

 
$
126,004

 
$
119,143

 
$
840,103

 
$
535,197

Engineered Solutions
 
53,772

 
34,184

 
35,007

 
245,201

 
151,475

Total net sales
 
$
259,871

 
$
160,188

 
$
154,150

 
$
1,085,304

 
$
686,672

 
 
 
 
 
 
 
 
 
 
 
Segment operating income (loss):
 
 
 
 
 
 
 
 
 
 
Industrial Materials
 
(58,002
)
 
(480
)
 
(6,411
)
 
(50,260
)
 
(29,696
)
Engineered Solutions
 
(6,568
)
 
(8,070
)
 
93

 
(138,271
)
 
(15,825
)
Corporate, R&D, and Other
 
(21,442
)
 
(23,208
)
 
(8,279
)
 
(67,089
)
 
(59,665
)
Total segment operating loss
 
$
(86,012
)
 
$
(31,758
)
 
$
(14,597
)
 
$
(255,620
)
 
$
(105,186
)
 
 
 
 
 
 
 
 
 
 
 
Reconciling Items:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rationalization and Rationalization Related and Impairment and Other Charges
 
 
   Industrial Materials
 
$
76,498

 
$
272

 
$
(148
)
 
$
110,150

 
$
38,115

   Engineered Solutions
 
1,199

 
2,040

 
1,853

 
148,416

 
10,318

   Corporate, R&D, and Other
 
3,331

 
135

 
350

 
6,290

 
2,086

Mark-to-market Pension Adjustment
 
 
 
 
 
 
 
 
 
 
  Industrial Materials
 
3,485

 

 
1,433

 
3,485

 
1,433

  Engineered Solutions
 
9,203

 

 
244

 
9,203

 
244

  Corporate, R&D, and Other
 
6,314

 

 
151

 
6,314

 
151

Proxy contest and transaction expenses
 
 
 
 
 
 
 
 
    Industrial Materials
 

 
3,238

 

 

 
3,238

    Engineered Solutions
 

 
2,521

 

 

 
2,521

      Corporate, R&D, and Other
 

 
15,425

 
(59
)
 
2,438

 
20,341

   Total Reconciling Items
 
$
100,030

 
$
23,631

 
$
3,824

 
$
286,296

 
$
78,447

 
 
 
 
 
 
 
 
 
 
 
Segment adjusted operating income (loss):
 
 
 
 
 
 
 
 
Industrial Materials
 
$
21,981

 
$
3,030

 
$
(5,126
)
 
$
63,375

 
$
13,090

Engineered Solutions
 
3,834

 
(3,509
)
 
2,190

 
19,348

 
(2,742
)
Corporate, R&D, and Other
 
(11,797
)
 
(7,648
)
 
(7,837
)
 
(52,047
)
 
(37,087
)
Total adjusted operating income (loss)
 
$
14,018

 
$
(8,127
)
 
$
(10,773
)
 
$
30,676

 
$
(26,739
)
 
 
 
 
 
 
 
 
 
 
 
Adjusted operating income margin:
 
 
 
 
 

 
 
 
 
Industrial Materials
 
10.7
%
 
2.4
 %
 
(4.3
)%
 
7.5
%
 
2.4
 %
Engineered Solutions
 
7.1
%
 
(10.3
)%
 
6.3
 %
 
7.9
%
 
(1.8
)%
Total adjusted operating income margin
 
5.4
%
 
(5.1
)%
 
(7.0
)%
 
2.8
%
 
(3.9
)%
NOTE ON RECONCILIATION OF OPERATING INCOME DATA: Adjusted segment operating income is a non-GAAP financial measure that GrafTech calculates according to the schedule above, using GAAP amounts from the Consolidated Financial Statements. GrafTech believes that the excluded items are not primarily related to core operational activities. GrafTech believes that adjusted segment operating income is generally viewed as providing useful information regarding a segment's operating profitability. Management uses adjusted segment operating income as well as other financial measures in connection with its decision-making activities. Adjusted segment operating income should not be considered in isolation or as a substitute for segment operating income or other consolidated income data prepared in accordance with GAAP. GrafTech's method for calculating adjusted segment operating income may not be comparable to methods used by other companies.


EXHIBIT 99.1

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
RECONCILIATION OF OTHER NON-GAAP FINANCIAL MEASURES
(Dollars in thousands)
(Unaudited)
 
 
 
 
 
 
 
 
Combined
 
 
For the Three Months Ended December 31, 2014
 
For the Three Months Ended December 31, 2015
 
For the Year Ended December 31, 2014
 
For the Year Ended December 31, 2015
 
 
 
 
 
 
 
 
 
EBITDA
 
$
36,969

 
$
7,240

 
$
121,429

 
$
45,967

Adjustments
 
 
 
 
 
 
 
 
Depreciation
and amortization
 
(22,952
)
 
(18,014
)
 
(90,751
)
 
(72,707
)
Rationalization related
depreciation
 
(3,544
)
 

 
(28,957
)
 
(1,373
)
Rationalizations
 
136

 
(438
)
 
(11,626
)
 
(5,581
)
Impairments
 
(75,650
)
 

 
(197,220
)
 
(35,381
)
Rationalizations related charges
 
(1,970
)
 
(1,616
)
 
(22,227
)
 
(8,183
)
Advanced graphite materials customer bad debt and inventory charge
 

 

 
(4,829
)
 

Mark-to-market adjustment
 
(19,001
)
 
(1,828
)
 
(19,001
)
 
(1,828
)
Proxy contest and transaction expenses
 

 
59

 
(2,438
)
 
(26,100
)
Operating income (loss)
 
(86,012
)
 
(14,597
)
 
(255,620
)
 
(105,186
)
Other (expense) income, net
 
(543
)
 
1,621

 
(2,445
)
 
(392
)
Interest expense
 
(9,834
)
 
(7,215
)
 
(37,057
)
 
(38,034
)
Interest income
 
73

 
(10
)
 
330

 
378

Income taxes
 
12,833

 
(6,047
)
 
9,416

 
(10,966
)
Net loss
 
$
(83,483
)
 
$
(26,248
)
 
$
(285,376
)
 
$
(154,200
)
 
 
 
 
 
 
 
 
 

NOTE ON EBITDA RECONCILIATION: EBITDA is a non-GAAP financial measure that GrafTech currently calculates according to the schedule above, using historical or estimated target GAAP amounts as indicated above. GrafTech believes that EBITDA measures are generally accepted as providing useful information regarding a company’s ability to incur and service debt as well as productivity and cash generation. Management uses EBITDA measures as well as other financial measures in connection with its decision-making activities. EBITDA measures should not be considered in isolation or as a substitute for net income (loss), cash flows from operations or other consolidated income or cash flow data prepared in accordance with GAAP. GrafTech’s method for calculating EBITDA measures may not be comparable to methods used by other companies and is not the same as the method for calculating EBITDA measures under its senior secured revolving credit facility or other debt instruments.
















EXHIBIT 99.1



GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
RECONCILIATION OF OTHER NON-GAAP FINANCIAL MEASURES
(Dollars in thousands)
(Unaudited)
 
 
 
 
 
 
Adjusted Net Income (Loss) Reconciliation
 
 
 
 
 
 
 
For the Three Months Ended December 31, 2014
 
 
For the Three Months Ended December 31, 2015
 
 
Income (Loss)
 
 
Income (Loss)
 
Total Company
 
 
 
 
 
   Net loss
$
(83,483
)
 
 
$
(26,248
)
 
   Rationalizations, net of tax
(113
)
 
 
1,360

 
   Impairment, net of tax
66,067

 
 

 
   Rationalization related, net of tax
3,554

 
 

 
   Valuation allowance
10,055

 
 
231

 
   Mark-to-market pension adjustment, net of tax
11,842

 
 
1,595

 
Adjusted net income (loss)
$
7,922

 
 
$
(23,062
)
 
 
 
 
 
 
 
 
 
 
 
Combined
 
 
For the Year Ended
December 31, 2014
 
 
For the Year Ended
December 31, 2015
 
 
Income (Loss)
 
 
Income (Loss)
 
Total Company
 
 
 
 
 
   Net loss
$
(285,376
)
 
 
$
(154,200
)
 
   Rationalizations, net of tax
7,646

 
 
4,666

 
   Impairment, net of tax
142,633

 
 
30,902

 
   Rationalization related, net of tax
33,922

 
 
5,301

 
   Valuation allowance
75,771

 
 
15,440

 
   Advanced graphite materials customer
    bad debt and inventory charge, net of tax
3,062

 
 

 
   Proxy contest and transaction expenses, net of tax
1,521

 
 
16,436

 
   Mark-to-market pension adjustment, net of tax
11,842

 
 
1,595

 
Adjusted net loss
$
(8,979
)
 
 
$
(79,860
)
 

NOTE ON RECONCILIATION OF EARNINGS DATA: Adjusted net income is a non-GAAP financial measure that GrafTech calculates according to the schedule above, using GAAP amounts. GrafTech believes that the excluded items are not primarily related to core operational activities. GrafTech believes that adjusted net income (loss) is generally viewed as providing useful information regarding a company's operating profitability. Management uses adjusted net income (loss) as well as other financial measures in connection with its decision-making activities. Adjusted net income should not be considered in isolation or as a substitute for net income or other consolidated income data prepared in accordance with GAAP. GrafTech's method for calculating adjusted net income may not be comparable to methods used by other companies.