Delaware | 1-13888 | 27-2496053 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No) |
982 Keynote Circle |
Brooklyn Heights, OH 44131 |
(Address of Principal Executive Offices) (Zip Code) |
(216) 676-2000 |
(Registrant's telephone number, including area code |
Not Applicable |
(Former name or former address, if changed since last report) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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. |
Item 5.05 | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
Item 9.01. | Financial Statements and Exhibits. |
GRAFTECH INTERNATIONAL LTD. | |||
Date: | May 7, 2018 | By: | /s/ Quinn J. Coburn |
Quinn J. Coburn | |||
Chief Financial Officer, Vice President and Treasurer |
• | Maintain a workplace environment that does not create pressures that would encourage any departure from the principles and standards set forth in this Code; |
• | Provide educational materials, including this Code, so that all of us are informed of the ethical, legal and other standards applicable to our conduct. |
• | Provide an organizational structure and reporting channels through which we are able to report suspected violations of this Code without fear of reprisal. |
• | Keep reports about suspected violations that are made in good faith confidential, except where the law may require otherwise. |
• | Do I have all of the facts? In order to identify the appropriate course of action, you must be as fully informed as reasonably possible. |
• | Is this conduct legal? When in doubt, consult the legal department or report suspected violations in accordance with this Code. |
• | Does this conduct comply with Company policies and procedures? |
• | Is this conduct fair or does it seem unethical or improper? Use your judgment and common sense; if something seems wrong, it probably is. |
• | What is my responsibility? In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the situation. |
• | Did I discuss the problem with my supervisor or manager? In many cases, your supervisor or manager will be more knowledgeable about the situation and will appreciate being brought into the decision-making process. Remember that it is the responsibility of your supervisor or manager to help solve problems. |
• | Did I seek help from Company resources? In cases where it may not be appropriate to discuss a situation with your supervisor or manager or where you do not feel comfortable approaching your supervisor or manager, discuss it locally with your office manager or your human resources manager. If that also is not appropriate, use the Ethics Line (see Reporting Procedures at page 3) or other resources described below as a means for raising your concerns. |
• | If my conduct were videotaped and broadcast on television, would I still feel good about myself? |
• | Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act. |
• | You are unsure about the proper course of action and need advice. |
• | If you believe that the current or likely future conduct of someone acting on behalf of the Company violates or could reasonably be expected to violate this Code or Company polices or procedures or could reasonably be expected to expose the Company or its employees and representatives to legal problems. |
• | You feel you are being pressured or being asked to compromise your values. |
• | You believe that you may have been involved in misconduct. |
• | Your supervisor’s supervisor. |
• | The head of your department. |
• | The legal or human resources departments. |
• | The internal audit function or the Audit Committee of the Board (for questions relating to internal accounting controls or other auditing or accounting matters). |
• | Your report or concern will be taken seriously. |
• | The internal audit function or the legal department, as appropriate, will manage any investigation. |
• | Your report will be handled promptly, discreetly and professionally. Discussions and inquiries will be kept in confidence to the extent appropriate or permitted by law. |
• | The Ethics Line and the Electronic Reporting web are operated by an independent company, so neither the number from which you are calling nor your e-mail address can be identified or traced. |
• | Has direct oversight responsibility with respect to the adoption, improvement and implementation of this Code, and its duties include monitoring activities of the Company with respect to: |
▪ | periodically reviewing with management the implementation and effectiveness of this Code; |
▪ | establishing and periodically updating procedures for reporting violations and responding to suggested changes and inquiries; and |
▪ | obtaining compliance reports from the head of the internal audit function and/or the head of the legal department (the “head of legal”) regarding this Code. |
• | Is comprised of “outside” directors who are not associated with management of the Company and who are “independent” within the meaning of applicable laws and rules. |
• | Has established procedures for the confidential anonymous submission of reports of actual or potential violations of this Code or other Company policies or procedures, including confidential anonymous submission by employees of concerns regarding questionable accounting or auditing matters, and confidential anonymous submission of suggested changes to this Code or other Company policies or procedures. Those procedures are described above. |
• | Acting with honesty and integrity, and avoiding actual or apparent conflicts of interest involving personal and professional relationships, as described in this Code; |
• | Disclosing to the legal department any material transaction or relationship that could reasonably be expected to give rise to such a conflict; |
• | Ensuring that the Company's disclosure controls and procedures function properly and providing other employees of the Company with information that is full, fair, accurate, |
• | Complying with applicable laws, rules and regulations of all U.S. and non-U.S. governmental entities, as well as other private and public regulatory agencies to which the Company is subject; and |
• | Reporting to the legal department any violations of this Code of which he or she is aware. |
• | Set an example – show what it means to act with integrity. |
• | Ensure that those they supervise have adequate knowledge and resources to follow the Code. |
• | Monitor compliance of the people they supervise. |
• | Enforce the standards of this Code and all other related Company standards. |
• | Support employees who in good faith raise questions or concerns about compliance and integrity. This means there should never be any form of retaliation against an employee who raises such questions or concerns. |
• | Use diligence and discretion, and consider an employee’s ethics and integrity before appointing such employee to any position of authority. |
• | Report instances of noncompliance (See Reporting Procedures at page 3). |
• | They have read and understand this Code (or a summarized version as provided by the internal audit function and the legal department). |
• | They have personally complied with this Code. |
• | They have monitored the acts or omissions of their direct reports for compliance with this Code. |
• | They have brought this Code to the attention of everyone under their supervision whose act or omission could reasonably be expected to contribute to a violation of this Code. |
• | They know of no violations of this Code (or have reported any known violations in accordance with this Code). |
• | For executive officers or directors, only by the Audit Committee. Each such waiver will be promptly disclosed as required by law or stock exchange rules. |
• | For other employees, only by the CEO, the President or the legal department. Each such waiver shall be promptly reported to the Audit Committee. |
• | Provide a healthy and safe work environment that is conducive to conducting business and allows us to exercise self-initiative, innovative thinking and full participation through self-directed teams and other means. |
• | Encourage us to act and lead with passion, energy, intelligence and respect for others, to follow safety and health rules and practices, and to report to the appropriate Company authority all accidents, injuries, and unsafe equipment, practices and conditions (see Reporting Procedures at page 3). |
• | Provide for open, timely, multi-directional communications that help achieve organizational goals, share information, increase understanding and participation in the decision-making process, enhance pride in the Company and provide recognition for work-related successes. |
• | Recognize the dignity of the individual, respect and trust each employee, pay for performance with compensation and benefits that are competitive, and promote self-development through training that broadens work-related skills. |
• | Provide a work environment that is not hostile or offensive and that is free from illegal discrimination or intimidation or harassment of any person for any reason. In this environment, we, as leaders, must: |
▪ | Aspire to develop a winning strategy, build a great management team, inspire the best from others, create a flexible and responsive enterprise, and act and live with the utmost integrity and professional dignity. |
▪ | Adhere to all laws and Company policies and practices related to the workplace, including health, safety, and environmental protection. |
• | All employees and representatives should be familiar with and abide by the Corporate Harassment Policy (HRM.06.000). If you observe or experience any form of harassment, you should report it immediately (see Reporting Procedures at page 3). We strictly prohibit any form of retaliation against anyone making such a good faith report. |
• | Respect the confidentiality of our employees’ personal information. |
• | Encourage employees to have interests outside of the workplace. |
• | Not interfere in employees’ personal lives off the job unless their conduct impairs their work performance or adversely affects the Company. |
• | Accepts a gift (other than a de minimis gift permitted as described in “Gifts and Entertainment,” below) from a current or potential customer, supplier or competitor.) |
• | Owns a substantial financial interest in or serves in a business capacity with another enterprise which does or wishes to do business with, or is a competitor of, the Company. |
• | Serves as an intermediary for the benefit of a third party in transactions involving the Company. |
• | Uses confidential information of the Company or its suppliers or customers for personal benefit. |
• | Uses Company funds or assets for personal benefit. |
• | Conducts business for another enterprise during normal working hours. |
• | Simultaneously serves or works for or provides consulting services to a competitor, customer or supplier. |
• | Solicits donations of any kind from suppliers, customers or public officials in a manner which communicates compliance is a prerequisite for future business. |
• | If you or a family member has a significant interest in a business that provides or is seeking to provide goods or services to GrafTech, you must not attempt to use your position with GrafTech to influence the bidding process or negotiation in any way. If you are directly involved in supplier selection or purchasing functions, you must report this conflict of interest immediately (see Reporting Procedures at page 3). Similarly, you must not use personal relationships to improperly influence dealings with a customer or potential customer. |
• | If you have a family member who works for a competitor, you should notify your manager and the legal department immediately. |
• | Items of nominal value (USD$100 or less per occurrence, with an annual limit of USD$500 from a single source). |
• | When local customs (e.g., presentations of a ceremonial nature that follow local or national customs) or other circumstances make it very difficult or embarrassing for an employee or representative not to offer or accept a gift in excess of USD$100 in value, the employee or representative must obtain prior approval from GrafTech’s legal department to offer or accept the gift. If it very difficult or embarrassing to refuse a gift prior to receiving approval from the legal department, the legal department shall be notified promptly after accepting the gift. When accepting such a gift valued in excess of USD$100, it will be donated to a non-GrafTech entity or person, if appropriate. |
• | Providing or receiving unsolicited promotional materials of a general advertising nature and of nominal value, such as imprinted pencils, memo pads and calendars. |
▪ | Comply with all applicable laws. |
▪ | Be consistent with usual and customary business practices. |
▪ | Not be or perceived to be a bribe or a payoff. |
▪ | Not be excessive in value. |
▪ | Not embarrass the Company or any of us if disclosed publicly. |
▪ | Be appropriately documented, including: |
o | The names and titles of the persons receiving the gift or entertainment and identify whether they are government officials or employees of state-owned or controlled enterprises, |
o | The rationale for providing the gift or entertainment, and |
o | Receipts or other documentation supporting the payments made. |
• | Compete vigorously, lawfully, and ethically. |
• | Avoid contact with competitors. |
• | Never talk with or exchange information with competitors to: |
▪ | Fix prices – this can include setting minimum or maximum prices, or “stabilizing” prices. |
▪ | Fix terms related to price, pricing formulas, credit terms, etc. |
▪ | Divide up markets, customers, or territories. |
▪ | Limit production. |
▪ | Compare bids or otherwise share bid information. |
▪ | Boycott a competitor, supplier, customer or distributor. |
• | Do not attend meetings (such as trade associations) with competitors where the foregoing subjects are discussed. Immediately remove yourself from any meeting where these subjects are discussed. Make your departure obvious so those present will recall your departure. |
• | Always advise the legal department of any contact with competitors, including your attendance at any meetings where the above subjects are discussed. |
• | Avoid any tactics that could be construed as being designed to exclude all or a significant percentage of GrafTech’s competition in any line of business from the marketplace or that might be construed as an effort to destroy a particular competitor or control prices. |
• | Employees and representatives are prohibited from serving as directors or officers of competing corporations. |
• | Always consult with the legal department before discussing joint ventures, mergers, acquisitions, marketing, purchasing, sales or similar collaborative arrangements with competitors. |
• | Setting resale prices with customers or engaging in activities that might be construed as demanding or coercing a customer to sell at a certain price. |
• | Imposing territorial, customer, or end-use restrictions on a customer’s ability to resell GrafTech products. |
• | Establishing exclusive dealing arrangements (e.g. contracts that require a company to buy from or sell only to a GrafTech company). |
• | Tying or bundling together different products (e.g., contracts that require a buyer who wants one product to also buy a second product). |
• | Refusing to deal with third parties. |
• | Terminating existing contractual arrangements with third parties. |
• | Information available on the Internet, and in newspapers and press accounts. |
• | Other public information, such as annual reports or published sales materials. |
• | Talking with customers – but not to obtain confidential information. |
• | Trade shows (but not information received directly from competitors except for publicly available brochures). |
• | A competitor’s confidential or proprietary information. |
• | Confidential or proprietary information in any form possessed by new hires from prior employers. |
• | Information about a competitor’s bid if you are involved in bidding, especially on Government contracts. |
• | Information on a competitor that someone offers to sell. |
• | Strive to build long-term relationships with Company suppliers and award business based on their ability to meet Company requirements for cost, quality and delivery. |
• | Provide the same information and instructions to each competing supplier for a proposed purchase. |
• | Protect all proprietary data that our actual or potential suppliers provide to the Company as reflected in agreements with them. |
• | Avoid, and not permit our related parties to have, any significant outside business or financial interests in any Company supplier, unless we have the prior express written approval of appropriate Company authority (see Conflict of Interest at page 10). |
(i) | take any act in furtherance of a payment, offer of payment, or the authorization of any payment |
(ii) | of money or anything of value, directly or indirectly, |
(iii) | to any government official, |
(iv) | to obtain or retain business or secure an improper advantage (e.g., an improper ruling permitting government hospitals to use a certain drug). |
• | Conduct its activities responsibly and in a manner designed to prevent accidents and pollution, and to protect the health and safety of our employees, vendors, customers and the public. |
• | Continually improve and integrate environmental protections into business decisions and planning activities and to design and implement policies and procedures that provide reasonable assurance that these principles are implemented. |
• | Conduct business in accordance with all environmental laws, rules, regulations, and corporate commitments. |
• | Understand the environmental consequences of what we do and look for ways to reduce or eliminate those consequences. |
• | Follow specified procedures, notify management of potential environmental concerns, and share ideas for continuous improvement. |
• | Financial results; |
• | Projections of future revenues, earnings or losses; |
• | Timing of a new product or technology introductions; |
• | Significant litigation or regulatory exposure due to actual or threatened litigation, investigation or enforcement activity; or |
• | The gain or loss of a substantial customer or supplier. |
• | Disclose any material non-public information to any third party until such information has been released to the public. |
• | Take any economic or personal advantage of any inside information, such as buying or selling stock or other securities of the Company or of any other company to which the inside information may pertain. |
• | Use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of inside information. |
• | Each of us must safeguard all passwords and identification codes to prevent unauthorized access to Company computerized data. |
• | We must not copy documents or materials that are copyrighted (including computer software, portions of audio, video and off-the-Internet recordings) without specific permission from the copyright owner. Consult the legal department on whether “fair use” rules or existing licenses may allow it. |
• | The reproduction of software licensed to or developed by the Company for personal use is prohibited. |
• | We must not use Company information, or our position with the Company, for improper gain by us or our related parties, or take for ourselves personally or our related parties opportunities that are discovered through the use of Company property or information because of our position with the Company. |
• | Whenever we cease to be employed by or associated with the Company for any reason, we must not copy or take with us any Company confidential or proprietary information and we must provide the Company with any passwords necessary to access computer files. |
• | When there is a legitimate reason to share proprietary information, never disclose such information without management’s prior approval and a written non-disclosure agreement approved by the legal department. |
• | Prohibit employees from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, as amended, or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of federal law or regulation; or |
• | Require notification or prior approval by the Company of any such report; provided that, employee is not authorized to disclose communications with counsel that were made for |
• | In confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law; or |
• | In a complaint or other document filed in a lawsuit or proceeding, if such filings are made under seal. |
• | For more information on the proper use of the Company’s information systems, see the Internet and Electronic Communications Policy (ITM.03.000). |
• | Seek to ensure that Company financial, accounting and other books, reports and records accurately and fairly reflect the transactions of the Company in reasonable detail and in accordance with the law and the Company’s system of internal controls. |
• | Cooperate with and do not take any action to fraudulently influence, coerce, manipulate or mislead our internal and independent auditors. |
• | Execute Company transactions only in accordance with management’s general or specific authorizations and administrative and accounting controls. |
• | Never take any action to circumvent the Company’s system of internal controls. |
• | Never authorize payment knowing that any part of the payment will be used for any purpose other than that described in documents supporting the payment. Of course if we incur legitimate expenses in connection with Company business, we will be reimbursed upon the filing of completed and accurately documented expense reports. |
• | Never destroy, alter or conceal a document with the intent to impede an investigation, or tamper with or destroy a document with the intent to impair its availability in an official proceeding. |
• | Establish or maintain unrecorded or “off the books” funds or assets for any purpose. |
• | Report only the true and actual number of hours worked. |
• | Record all Company funds and assets on the books of the Company at all times. |
• | Retain Company records according to Company record retention policies and procedures. |
• | Write the facts – do not overstate, misrepresent or mischaracterize them. |
• | Avoid speculation. |
• | Do not use ambiguous words that can be mischaracterized or misunderstood. |
• | Avoid “guilt” words or phrases such as “please destroy after reading.” |
• | Avoid using words that emphasize “market” share, for example “dominate” or “eliminate competition.” |
• | Be professional and courteous. |
• | Delete e-mails as soon as they no longer serve a business purpose (but no longer than permitted under the applicable retention policy, provided such e-mails are not subject to a Legal Hold Notice). |
• | Limit redistribution of e-mails and use the “reply all” button sparingly. |
• | Be familiar with the Company’s Public Communications Policy and Social Media Policy. |
• | Do not communicate any material non-public information about the company to the public unless you are a designated officer (and then only pursuant to the Public Communications Policy). |
• | Do not make statements about the Company to the media, whether oral or in writing, unless you have been authorized to do so in accordance with the Public Communications Policy, Social Media Policy or as otherwise approved by the head of investor relations. |
• | Do not accept an engagement to speak publicly as a representative of the Company, or on the Company’s behalf, without first obtaining written authorization from your supervisor and the head of legal. |
• | Do not publish any articles, books or web pages that contain material information about the Company, its products or your work without first obtaining written authorization from your supervisor and divisional marketing group and having obtained the review and approval of the head of investor relations. |
• | Adhering to the standards of conduct contained in the Code. |
• | Participating in training courses on compliance and integrity as they are made available. |
• | Seeking guidance when in doubt as to the proper course of conduct. |
• | Using one of the options that have been made available to report any suspected violations. |
David J. Rintoul | Quinn Coburn | |
Chief Executive Officer and President | Vice President, Treasurer and Chief Financial Officer | |
982 Keynote Circle | 982 Keynote Circle | |
Brooklyn Heights, OH, U.S.A, 44131 | Brooklyn Heights, OH, U.S.A, 44131 | |
Erik Wheelock | Cynthia Binns | |
President Seadrift Coke | General Counsel and Corporate Secretary | |
P.O. Box 192 | 982 Keynote Circle | |
Port Lavaca, TX, U.S.A 77979 | Brooklyn Heights, OH, U.S.A, 44131 | |
Brian Blowes | Juan Carlos Fuentes | |
Vice President, Organizational Development & Administration | Director of Internal Audit | |
982 Keynote Circle | 982 Keynote Circle | |
Brooklyn Heights, OH, U.S.A, 44131 | Brooklyn Heights, OH, U.S.A, 44131 | |
1. | I have received or otherwise accessed a copy of the GrafTech Code of Conduct and Ethics. |
2. | I have read and am familiar with the contents of the Code of Conduct and Ethics. |
3. | I understand that individuals who violate the Code of Conduct and Ethics are subject to corrective disciplinary action up to and including termination. |
4. | I have an affirmative obligation to report violations and to report conduct being contemplated which, if completed, would result in a violation of the Code of Conduct and Ethics. |
5. | I may report actual or potential violations to my supervisor/manager, a GrafTech executive, the anonymous EthicsPoint Line 855-575-4205, or the anonymous Electronic Reporting of Violations web link. |
6. | I understand that when I submit a report, related discussions and inquiries will be kept in confidence to the extent practicable or permitted by law. |
7. | I acknowledge that the Company reserves the right to monitor my e-mail and Internet usage to detect access to inappropriate/illegal websites or other inappropriate/illegal materials (subject to local law and regulations). |
8. | During this last year, to the best of my knowledge, and except as previously reported or set forth on an addendum to this Certificate: |
9. | This certificate does not constitute an employment contract or a promise by GrafTech of continuing employment. |
Signature | /Date | |||
Printed name |
Brazil: 0800-8911667 | China (Northern): 10-800-712-1239 | |||
Mexico: 001-800-840-7907 | Hong Kong: 800-964214 | |||
Russia: 8-10-8002-6053011 | South Africa: 080-09-92604 | |||
USA: 855-575-4205 | * Countries in the EU may report electronically | |||
https://secure.ethicspoint.com/domain/media/en/gui/34469/index.html |
For the three months ended March 31, | ||||||
(dollars in thousands, except per share amounts) | 2018 | 2017 | ||||
Net sales | $ | 451,899 | $ | 104,739 | ||
Net income (loss) | $ | 223,673 | $ | (26,344 | ) | |
Earnings per share (1) | $ | 0.74 | $ | (0.09 | ) | |
EBITDA from continuing operations (2) | $ | 304,768 | $ | 1,048 | ||
Adjusted EBITDA from continuing operations (2) | $ | 310,339 | $ | 4,190 |
(1) | Earnings per share represents diluted earnings per share after giving effect to the stock split effected on April 12, 2018, resulting in 302,225,923 shares outstanding. |
(2) | See below for more information and a reconciliation of EBITDA from continuing operations and adjusted EBITDA from continuing operations to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP. |
For the three months ended March 31, | ||||||
(in thousands, except price data) | 2018 | 2017 | ||||
Sales volume (MT) (1) | 43 | 41 | ||||
Weighted average realized price (2) | $ | 10,124 | $ | 2,288 | ||
Production volume (MT) (3) | 43 | 40 | ||||
Production capacity (MT) (4) | 51 | 48 | ||||
Production capacity excluding St. Marys during idle period (MT) (5) | 44 | 41 | ||||
Capacity utilization (6) | 84 | % | 83 | % | ||
Capacity utilization excluding St. Marys during idle period (5)(6) | 98 | % | 98 | % |
(1) | Sales volume reflects the total volume of graphite electrodes sold for which revenue has been recognized during the period. |
(2) | Weighted average realized price reflects the total revenues from sales of graphite electrodes for the period divided by the graphite electrode sales volume for that period. |
(3) | Production volume reflects graphite electrodes produced during the period. |
(4) | Production capacity reflects expected maximum production volume during the period under normal operating conditions, standard product mix and expected maintenance downtime. Actual production may vary. |
(5) | The St. Marys, Pennsylvania facility was temporarily idled effective the second quarter of 2016, except for the machining of semi‑finished products sourced from other plants. |
(6) | Capacity utilization reflects production volume as a percentage of production capacity. |
• | adjusted EBITDA from continuing operations does not reflect changes in, or cash requirements for, our working capital needs; |
• | adjusted EBITDA from continuing operations does not reflect our cash expenditures for capital equipment or other contractual commitments, including any capital expenditures for future capital expenditure requirements to augment or replace our capital assets; |
• | adjusted EBITDA from continuing operations does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness; |
• | adjusted EBITDA from continuing operations does not reflect tax payments that may represent a reduction in cash available to us; |
• | adjusted EBITDA from continuing operations does not reflect expenses relating to our pension and OPEB plans; |
• | adjusted EBITDA from continuing operations does not reflect impairment of long‑lived assets and goodwill; |
• | adjusted EBITDA from continuing operations does not reflect the non‑cash gains or losses from foreign currency remeasurement of non‑operating liabilities in our foreign subsidiaries where the functional currency is the U.S. dollar; |
• | adjusted EBITDA from continuing operations does not reflect initial public offering expenses; |
• | adjusted EBITDA from continuing operations does not reflect rationalization‑related charges, acquisition costs, costs related to the change in control and proxy contests costs or the non‑cash write‑off of fixed assets; and |
• | other companies, including companies in our industry, may calculate EBITDA from continuing operations and adjusted EBITDA from continuing operations differently, which reduces its usefulness as a comparative measure. |
As of March 31, 2018 | As of December 31, 2017 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 138,373 | $ | 13,365 | |||
Accounts and notes receivable, net of allowance for doubtful accounts of $994 as of March 31, 2018 and $1,097 as of December 31, 2017 | 252,216 | 116,841 | |||||
Inventories | 202,518 | 174,151 | |||||
Prepaid expenses and other current assets | 35,563 | 44,872 | |||||
Current assets of discontinued operations | 2,406 | 5,313 | |||||
Total current assets | 631,076 | 354,542 | |||||
Property, plant and equipment | 662,004 | 642,651 | |||||
Less: accumulated depreciation | 143,862 | 129,810 | |||||
Net property, plant and equipment | 518,142 | 512,841 | |||||
Deferred income taxes | 19,678 | 30,768 | |||||
Goodwill | 171,117 | 171,117 | |||||
Other assets | 127,165 | 129,835 | |||||
Total assets | $ | 1,467,178 | $ | 1,199,103 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 79,178 | $ | 69,110 | |||
Short-term debt | 52,394 | 16,474 | |||||
Accrued income and other taxes | 22,451 | 9,737 | |||||
Other accrued liabilities | 32,508 | 53,226 | |||||
Current liabilities of discontinued operations | 2,849 | 3,412 | |||||
Total current liabilities | 189,380 | 151,959 | |||||
Long-term debt | 1,421,265 | 322,900 | |||||
Other long-term obligations | 80,176 | 68,907 | |||||
Deferred income taxes | 52,166 | 41,746 | |||||
Long-term liabilities of discontinued operations | 376 | 376 | |||||
Stockholders’ equity: | |||||||
Preferred stock, par value $.01, 300,000,000 shares authorized, none issued | — | — | |||||
Common stock, par value $.01, 3,000,000,000 shares authorized, 302,225,923 shares issued as of March 31, 2018 and December 31, 2017* | 3,022 | 3,022 | |||||
Additional paid-in capital | 851,315 | 851,315 | |||||
Accumulated other comprehensive income | 19,216 | 20,289 | |||||
Accumulated deficit | (1,149,738 | ) | (261,411 | ) | |||
Total stockholders’ (deficit) equity | (276,185 | ) | 613,215 | ||||
Total liabilities and stockholders’ equity | $ | 1,467,178 | $ | 1,199,103 |
For the Three Months Ended March 31, | |||||||
2018 | 2017 | ||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||
Net sales | $ | 451,899 | $ | 104,739 | |||
Cost of sales | 145,149 | 103,453 | |||||
Gross profit | 306,750 | 1,286 | |||||
Research and development | 429 | 820 | |||||
Selling and administrative expenses | 15,876 | 11,656 | |||||
Operating profit (loss) | 290,445 | (11,190 | ) | ||||
Other (income) expense, net | 2,005 | 3,304 | |||||
Interest expense | 37,865 | 7,546 | |||||
Interest income | (115 | ) | (123 | ) | |||
Income (loss) from continuing operations before provision for income taxes | 250,690 | (21,917 | ) | ||||
Provision for income taxes | 28,643 | 361 | |||||
Net income (loss) from continuing operations | 222,047 | (22,278 | ) | ||||
Income (loss) from discontinued operations, net of tax | 1,626 | (4,066 | ) | ||||
Net income (loss) | $ | 223,673 | $ | (26,344 | ) | ||
Basic and diluted income (loss) per common share:* | |||||||
Net income (loss) per share | $ | 0.74 | $ | (0.09 | ) | ||
Income (loss) from continuing operations per common share | 0.73 | $ | (0.07 | ) | |||
Weighted average common shares outstanding | 302,225,923 | 302,225,923 |
For the Three Months Ended March 31, | |||||||
2018 | 2017 | ||||||
Cash flow from operating activities: | |||||||
Net income (loss) | $ | 223,673 | $ | (26,344 | ) | ||
Adjustments to reconcile net income (loss) to cash provided by operations: | |||||||
Depreciation and amortization | 16,328 | 17,309 | |||||
Impairments | — | 2,500 | |||||
Deferred income tax provision | 19,791 | (761 | ) | ||||
Loss on extinguishment of debt | 23,827 | — | |||||
Interest expense | 1,129 | 1,686 | |||||
Other charges, net | 2,574 | 1,505 | |||||
Net change in working capital* | (150,527 | ) | 8,646 | ||||
Change in long-term assets and liabilities | 3,758 | (2,724 | ) | ||||
Net cash provided by operating activities | 140,553 | 1,817 | |||||
Cash flow from investing activities: | |||||||
Capital expenditures | (14,025 | ) | (7,996 | ) | |||
Proceeds from the sale of assets | 736 | 368 | |||||
Net cash used in investing activities | (13,289 | ) | (7,628 | ) | |||
Cash flow from financing activities: | |||||||
Short-term debt, net | (12,536 | ) | (534 | ) | |||
Revolving Facility borrowings | — | 13,000 | |||||
Revolving Facility reductions | (45,692 | ) | — | ||||
Debt issuance costs | (20,090 | ) | — | ||||
Proceeds from the issuance of long-term debt, net of original issuance discount | 1,492,500 | — | |||||
Repayment of Senior Notes | (304,782 | ) | — | ||||
Principal payments on long-term debt | — | — | |||||
Dividends paid | (1,112,000 | ) | — | ||||
Net cash (used in) provided by financing activities | (2,600 | ) | 12,466 | ||||
Net change in cash and cash equivalents | 124,664 | 6,655 | |||||
Effect of exchange rate changes on cash and cash equivalents | 344 | 216 | |||||
Cash and cash equivalents at beginning of period | 13,365 | 11,610 | |||||
Cash and cash equivalents at end of period | $ | 138,373 | $ | 18,481 | |||
* Net change in working capital due to the following components: | |||||||
Accounts and notes receivable, net | $ | (132,794 | ) | $ | 5,798 | ||
Inventories | (28,679 | ) | 2,718 | ||||
Prepaid expenses and other current assets | 10,754 | (758 | ) | ||||
Change in accounts payable and accruals | (1,694 | ) | (3,927 | ) | |||
Increase in interest payable | 1,886 | 4,815 | |||||
Net change in working capital | $ | (150,527 | ) | $ | 8,646 |
For the three months ended March 31, | |||||
(in thousands) | 2018 | 2017 | |||
Net income (loss) | 223,673 | (26,344 | ) | ||
Add: | |||||
Discontinued operations | (1,626 | ) | 4,066 | ||
Depreciation and amortization | 16,328 | 15,542 | |||
Interest expense | 37,865 | 7,546 | |||
Interest income | (115 | ) | (123 | ) | |
Income taxes | 28,643 | 361 | |||
EBITDA from continuing operations | 304,768 | 1,048 | |||
Adjustments: | |||||
Pension and OPEB plan expenses (1) | 511 | 765 | |||
Rationalization‑related charges (2) | — | (8 | ) | ||
Initial public offering expenses (3) | 3,187 | — | |||
Non‑cash loss on foreign currency remeasurement (4) | 1,873 | 2,385 | |||
Adjusted EBITDA from continuing operations | 310,339 | 4,190 |
(1) | Service and interest cost of our pension and OPEB plans. Also includes a mark‑to‑market loss (gain) for plan assets as of December of each year. |
(2) | Costs associated with rationalizations in our graphite electrode manufacturing operations and in the corporate structure. They include severance charges, contract termination charges, write‑off of equipment and (gain)/loss on sale of manufacturing sites. |
(3) | Legal, accounting, printing and registration fees associated with the initial public offering in April 2018. |
(4) | Non‑cash loss from foreign currency remeasurement of non‑operating liabilities of our non‑U.S. subsidiaries where the functional currency is the U.S. dollar. |
R0Q)6"68T4#_ !U<$%N0
M@/W$A$'Y"E0W12 $WFDGC/L(N'.17K%ZWO/TL]PIOZKA6'U38=>NO88.:YKS
MH2[N'AXI?BZ:Q=0*SR5 [QU#0=K8P$*/D_4=*25;BE+^U530&&WU5G\G;MF6
M"]6_*;W+0W\-N)QL6YU >>>+_"2 C\&IXZ+I%GPNG7%*
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MVO1(DWM^N3X9>9F)3G9H71PN(MR1<'*R^3MI///7 396"P\C<( >T90\@54KR7JF#Z-CBT+]ZDB@*AKACB(J=J!9-) A4U
M > HD >H)=1XL-Y^;@R%/8+R*V14>1>#\M668O>&)WN2J'"%A;U+(S.4J0^<
M@8 ([DGED;G.0I#$;E,= (6*HS:JR,):63=1H4[E$I
ME%(R68'4<#&2A4"BJ0H*+)+I 8R9Q,10A/'R!=52=*ECL\? MQ,4W49G6(T7
M0JI"(" )*N[(H01+H(G0'7]J'@^<)LI&Q7BE>V/;L9LC0ZHHE 6H.?[Q_O$?[N_X%_P !E6QU9ODO^"3^'/\ "3\*/P^RKC+V
M+VW^$UA[#[)[;WG=+][W/2GWOY ]_P#^:S;K_P 5/'Y ]_\ ^:S;K_Q51Q
M]M+W;6=0G=?)I;D.':*1UJ@4R_MRD'D;(QH[NW0B0G=E==:8 <>D1Z E*QM%
MV\8PVLH2"3EF6_7"=7S[DIBGU 5K)UQ&3K='QQ"R!R@)CHR,'8$2 ;H*81*"
MHVO+>9K];,H9,O$HK,VV]7>;?V&RS\BH4J15W\G(K+N#D;MTR(H) ()-VZ9$
MDBD2(0@>+\/&U2F6&,4BKYE.N/\ <5D%LNB#9VG-9L=A;*XRD&@@"S25@L:J
M0,8Z15^W)N&1RG @AW9/#M[V@04F9O/[DI:EC_=C=)6ZKJXH6JY[;8-]-G-"19W$C6S&=
M@AWESLM&I$>*/4:
+%0ZIEA$R;IQT&3#H1(HI2Z<0##^$]H@H)3N^U)M
M)239HZ5U /5*W;J&4$=!T !'L >"))D*FFF0J::9"@4A"$*!2$(4.12E*&@
M'8'^'1]'EIKKV\=GT_/VZ?0]_3@)"PS43 L!6(W!],R+.+9BX5*
8K(,Z\
?C)MF*H*S9];Y1M'J]?6"D5
M#J_(D.IJ B =47'(CH4P@ !H B4/'R'=U4@!2?L7&IS@/7[+6V!GZQTA$
M^T+N;%T&T'0QT-!_:^&VVYR!10K%:FY]4IA .\+$1KI_W0XQ="F2[IPK66L\]*.G> ^M*BUC<)KF[1
M6;*2G==H@4" 4!T /#E95,2E$T(P;")M!#NWL_$,U@ !T#J,DX,!>?[;3W J
MB9SIJ$,4Y#IF$AR'(/40Q3!ZQ#%$-0$-! >?#6*E7D7D&*;)%11);D'"DPB@
MF :=,^P<-GSHX"7F=Y[6;0?070H3N))%HH!?6/%6YJ_(H;0@ 8$G<%&BCJ<3
M:EZS]( &@F$>0=5"R 4W2'4 !73 !O\ * ##-%$P /G$ ^#@1>4[)Z"O4;I(
MVC:HZ() *40,*BMO9& PCKJ'3H '/GR,!:)D(2@(](F3K93"&O(3%"=,!1T
M[0U'3W^%/DS&5L>" $[D'TM#QW>#R[T#^SEE>ZZ >G3KZA#0>GGHJ2H8XK$
M 8X"1-: