[April 25, 2017] |
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Ferro Reports Robust First Quarter 2017 Performance and Updates Full-Year Guidance
Ferro Corporation (NYSE: FOE) today reported results for the first
quarter ended March 31, 2017.
Peter Thomas, Ferro's Chairman, President and CEO, said, "Ferro
delivered another quarter of strong financial performance, as volume and
sales growth continued the momentum from the second half of 2016. Over
the past three consecutive quarters, we have delivered year-over-year
improvements in organic volume and revenue growth, gross margin, and
adjusted EBITDA margin.
"As we look toward the remainder of 2017, we expect organic sales growth
to remain in line with our prior expectations and raw material headwinds
to put pressure on margins consistent with our original guidance. We
anticipate the strength we saw in the first quarter will be additive to
our original full-year estimates however, and, therefore, are updating
our adjusted EPS guidance for the full year to a range of $1.17 to $1.22
per diluted share.
"Along with organic growth, we also continued to extend our market
leadership positions in functional coatings and color solutions by
acquiring, in the second quarter, Italy based Smalti per Ceramiche, an
attractive and complementary addition to our portfolio of high-end tile
coating products.
"With intense focus on our strategic priorities, a solid financial
position, and ongoing commitment to operational efficiencies, we are
driving growth across our portfolio of businesses and have every
confidence that we can create significant long-term value for our
shareholders.''
2017 Consolidated First Quarter Results from Continuing Operations
First quarter net sales grew 15.5% to $320.6 million from $277.5 million
in the prior-year quarter. On a constant currency basis, first quarter
net sales increased 18.8% compared to the prior-year quarter. Gross
profit increased 17.3% to $98.8 million from $84.2 million. Adjusted
gross profit increased 20.4% to $101.4 million from $84.2 million, while
adjusted gross profit margin expanded by 120 basis points to 31.6%.
Ferro reported income from continuing operations in the first quarter of
$22.1 million, or $0.26 per diluted share, compared with income from
continuing operations of $19.8 million, or $0.23 per diluted share, for
the prior-year quarter. On an adjusted basis, earnings per diluted share
from continuing operations were $0.31, an increase of 40.9% from $0.22
per diluted share for the prior-year quarter.
Continuing Operations
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Q1 2017
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Q1 2016
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Earnings Per Diluted Share
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GAAP
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$ 0.26
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$ 0.23
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Adjusted (Non-GAAP)
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$ 0.31
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$ 0.22
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In the first quarter of 2017, organic net sales (which exclude
acquisitions owned less than 12 months) increased 6.7% on a constant
currency basis.
Net cash provided by operating activities was $1.6 million, compared to
a net use of $10.2 million in the prior-year quarter. Ferro's adjusted
free cash flow from continuing operations was a use of $2.2 million,
compared to a use of $2.8 million in the prior-year quarter. Adjusted
free cash flow from continuing operations is defined as adjusted EBITDA
from continuing operations less cash items used to operate the
businesses, including cash taxes and interest, changes in working
capital, capital expenditures and other cash items.
First Quarter Segment Results
In the first quarter, Ferro delivered improved financial performance in
all three of its reporting segments.
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Color Solutions (CS) (formerly Pigments, Powders and Oxides) increased
sales by 47.9%, to $90.5 million, and grew gross profit to $28.2
million and generated a gross profit margin to 31.1%
-
Performance Color & Glass (PCG) increased sales by 17.4%, to $103.5
million, and grew gross profit to $37.4 million and gross profit
margin to 36.1%
-
Performance Coatings (PC) generated relatively flat sales at $126.6
million, while growing gross profit to $33.5 million and gross profit
margin to 26.5%. Reformulation efforts - which drive gross margin
expansion with higher volume but lower sales - adversely affected
sales by approximately 3 to 4%.
Acquisition
On April 24, 2017, Ferro completed the acquisition of 100% of the equity
interests of S.P.C. Group s.r.l. and Smalti per Ceramiche, s.r.l.,
("SPC"), a high-end tile coatings manufacturer based in Italy that
focuses on fast-growing specialty products, for approximately €19.8
million on a cash and debt free basis. SPC products, strong technology,
design capabilities, and customer-centric business model are
complementary to Ferro's Tile Coatings operations, and position Ferro
for continued growth in the high-end tile markets.
The transaction multiple was 6.0x without full synergies. Ferro expects
the transaction to be accretive to earnings in year one.
Outlook
Management is providing adjusted diluted EPS, adjusted EBITDA and
adjusted free cash flow from operations guidance on a continuing
operations basis. While it is likely that Ferro could incur charges, or
have cash flows for items excluded from adjusted diluted EPS, adjusted
EBITDA and adjusted free cash flow from continuing operations such as
mark-to-market adjustments of pension and other postretirement benefit
obligations, restructuring and impairment charges, and legal and
professional expenses related to certain business development
activities, it is not possible, without unreasonable effort, to identify
the amount or significance of these items or the potential for other
transactions that may impact future GAAP net income and cash flow from
operating activities. Management does not believe these items to be
representative of underlying business performance. Management is unable
to reconcile, without unreasonable effort, the Company's forecasted
range of adjusted EPS, adjusted EBITDA and adjusted free cash from
continuing operations to a comparable GAAP measures.
Commenting on the outlook, Mr. Thomas said, "The actions we have taken
over the past four years are driving strong financial results and
positioning Ferro for sustainable growth. Given the momentum generated
over the last four quarters, we remain confident that we can execute on
our growth initiatives. As we noted last quarter, however we expect to
see some fluctuations in gross profit margin in the remainder of 2017,
due to the time lag between raw material price increases and our pricing
actions in response. And foreign currency exchange rates may also impact
results in 2017, as rates remain volatile. Our updated outlook reflects
these considerations."
Based on the Company's performance and the full-year outlook, and
recognizing potential raw material impacts and currency rates for the
remainder of the year equal to rates on 12/31/2016, consistent with
prior guidance, Ferro updated its 2017 guidance as follows:
-
Adjusted EPS of $1.17 - $1.22 per diluted share, up from $1.12 - $1.17
per dilute share
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Adjusted EBITDA of $214 million - $219 million, up from $207 million -
$212 million
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Adjusted Free Cash Flow from Continuing Operations of $85 million -
$95 million, up from $80 million - $90 million
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Consolidated sales growth of 8.5% - 9.5%, up from 7% - 8%
The new guidance does not include the recent acquisition of SPC or any
additional acquisitions or divestitures in 2017.
Financing Transaction
As announced on February 14, 2017, the Company has completed a
successful refinancing of its debt structure, which increased liquidity,
extended debt maturities, and provided improved operating flexibility.
The refinancing positions Ferro to continue its value creation strategy
with flexible financing options to support both organic and inorganic
growth opportunities.
Constant Currency
Constant currency results reflect the re-measurement of 2016 reported
and adjusted local currency results using 2017 exchange rates, resulting
in constant currency comparative figures to 2017 reported and adjusted
results. These non-GAAP financial measures presented should not be
considered as a substitute for the measures of financial performance
prepared in accordance with GAAP.
Conference Call
Ferro will conduct an investor teleconference at 10:00 a.m. EDT April 26,
2017. Investors can access this conference via the following:
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Webcast can be accessed by clicking on the Investor Information link
at the top of Ferro's website at ferro.com.
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Live telephone: Call 888-222-3913 within the U.S. or +1 303-223-4369
outside the U.S. Please join the call at least 10 minutes before the
start time.
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Webcast replay: Available on Ferro's Investor website at ferro.com
beginning at approximately 12:00 noon Eastern Time on April 26, 2017
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Telephone replay: Call 800-633-8284 within the U.S. or +1 402-977-9140
outside the U.S. (for both U.S. and outside the U.S. access code is
21849794).
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Presentation material & podcast: Earnings presentation material and
podcasts can be accessed through the Investor Information portion of
the Company's Web site at ferro.com.
About Ferro Corporation
Ferro Corporation (www.ferro.com)
is a leading global supplier of technology-based functional coatings and
color solutions. Ferro supplies functional coatings for glass, metal,
ceramic and other substrates and color solutions in the form of
specialty pigments and colorants for a broad range of industries and
applications. Ferro products are sold into the building and
construction, automotive, electronics, industrial products, household
furnishings and appliance markets. The Company's reportable segments
include: Performance Coatings (metal and ceramic coatings), Performance
Colors and Glass (glass coatings), and Color solutions. Headquartered in
Mayfield Heights, Ohio, the Company has approximately 5,155 associates
globally and reported 2016 sales of $1.15 billion.
Cautionary Note on Forward-Looking Statements
Certain statements in this 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. 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:
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demand in the industries into which Ferro sells its products may be
unpredictable, cyclical, or heavily influenced by consumer spending;
-
Ferro's ability to successfully implement and/or administer its
optimization initiatives, including its restructuring programs, and to
produce the desired results;
-
currency conversion rates and economic, social, political, and
regulatory conditions in the U.S. and around the world;
-
Ferro's ability to identify suitable acquisition candidates, complete
acquisitions, effectively integrate the businesses and achieve the
expected synergies (including, but not limited to, the Smalti per
Cermaiche, Cappelle Pigments, Electro-Science Laboratories, Delta
Performance Products, Pinturas Benicarló, Ferer, Al Salomi, Nubiola
and Vetriceramici transactions), as well as the acquisitions being
accretive and Ferro achieving the expected returns on invested capital;
-
the effectiveness of the Company's efforts to improve operating
margins through sales growth, price increases, productivity gains, and
improved purchasing techniques;
-
Ferro's ability to successfully introduce new products or enter into
new growth markets;
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the impact of interruption, damage to, failure, or compromise of the
Company's information systems;
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restrictive covenants in the Company's credit facilities could affect
its strategic initiatives and liquidity;
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Ferro's ability to access capital markets, borrowings, or financial
transactions;
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the availability of reliable sources of energy and raw materials at a
reasonable cost;
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increasingly aggressive domestic and foreign governmental regulations
on hazardous materials and regulations affecting health, safety and
the environment;
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competitive factors, including intense price competition;
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Ferro's ability to protect its intellectual property, including trade
secrets, or to successfully resolve claims of infringement brought
against it;
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sale of products and materials into highly regulated industries;
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the impact of operating hazards and investments made in order to meet
stringent environmental, health and safety regulations;
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limited or no redundancy for certain of the Company's manufacturing
facilities and possible interruption of operations at those facilities;
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management of Ferro's general and administrative expenses;
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Ferro's multi-jurisdictional tax structure and its ability to reduce
its effective tax rate, including the impact of the Company's
performance on its ability to utilize significant deferred tax assets;
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the effectiveness of strategies to increase Ferro's return on invested
capital, and the short-term impact that acquisitions may have on
return on invested capital;
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stringent labor and employment laws and relationships with the
Company's employees;
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the impact of requirements to fund employee benefit costs, especially
post-retirement costs;
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implementation of new business processes and information systems,
including the outsourcing of functions to third parties;
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risks associated with the manufacture and sale of material into
industries making products for sensitive applications;
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exposure to lawsuits in the normal course of business;
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risks and uncertainties associated with intangible assets;
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Ferro's borrowing costs could be affected adversely by interest rate
increases;
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liens on the Company's assets by its lenders affect its ability to
dispose of property and businesses;
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Ferro may not pay dividends on its common stock in the foreseeable
future;
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amount and timing of any repurchase of Ferro's common stock; and
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other factors affecting the Company's business that are beyond its
control, including disasters, accidents and governmental actions.
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 our 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. Additional
information regarding these risks can be found in our Annual Report on
Form 10-K for the year ended December 31, 2016.
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Table 1
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Ferro Corporation and Subsidiaries
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Condensed Consolidated Statements of Operations (unaudited)
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(In thousands, except per share amounts)
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Three Months Ended
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March 31,
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2017
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2016
|
|
|
|
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Net sales
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|
$
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320,555
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|
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$
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277,451
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Cost of sales
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221,761
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193,222
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Gross profit
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98,794
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84,229
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Selling, general and administrative expenses
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58,958
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52,646
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Restructuring and impairment charges
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3,018
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881
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Other expense (income):
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Interest expense
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6,224
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4,847
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Interest earned
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(180
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)
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(85
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)
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Foreign currency (gains) losses, net
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(314
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)
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1,611
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Loss on extinguishment of debt
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3,905
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-
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Miscellaneous income, net
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(2,076
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)
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(3,453
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)
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Income before income taxes
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|
|
29,259
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|
|
|
27,782
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Income tax expense
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|
7,138
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|
|
|
8,018
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|
Income from continuing operations
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22,121
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|
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19,764
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Loss from discontinued operations, net of income taxes
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-
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(29,494
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)
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Net income (loss)
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22,121
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|
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(9,730
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)
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Less: Net income attributable to noncontrolling interests
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|
|
223
|
|
|
|
236
|
|
Net income (loss) attributable to Ferro Corporation common
shareholders
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|
$
|
21,898
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$
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(9,966
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)
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Earnings (loss) per share attributable to Ferro Corporation
common shareholders:
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Basic earnings (loss):
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Continuing operations
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$
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0.26
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|
|
$
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0.23
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Discontinued operations
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|
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-
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(0.35
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)
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$
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0.26
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$
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(0.12
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)
|
|
|
|
|
|
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Diluted earnings (loss):
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|
|
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|
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Continuing operations
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|
$
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0.26
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|
|
$
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0.23
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Discontinued operations
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-
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(0.35
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)
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$
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0.26
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$
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(0.12
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)
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Shares outstanding:
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Weighted-average basic shares
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83,530
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|
|
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83,311
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Weighted-average diluted shares
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|
|
84,888
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|
|
|
84,290
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End-of-period basic shares
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|
83,634
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|
|
|
83,181
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|
|
|
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|
|
|
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|
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Table 2
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Ferro Corporation and Subsidiaries
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Segment Net Sales and Gross Profit (unaudited)
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(Dollars in thousands)
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Three Months Ended
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March 31,
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2017
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|
2016
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Segment Net Sales
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Performance Coatings
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$
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126,565
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|
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$
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128,124
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Performance Colors and Glass
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|
|
103,518
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|
|
|
88,170
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Color Solutions
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90,472
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61,157
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Total segment net sales
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$
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320,555
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$
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277,451
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Segment Gross Profit
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Performance Coatings
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$
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33,489
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|
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$
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32,115
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Performance Colors and Glass
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37,418
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31,838
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Color Solutions
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28,182
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20,286
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Other costs of sales
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(295
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)
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(10
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)
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Total gross profit
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$
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98,794
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|
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$
|
84,229
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|
|
|
|
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Selling, general and administrative expenses
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|
|
|
|
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Strategic services
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$
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31,693
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|
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$
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28,404
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Functional services
|
|
|
22,712
|
|
|
|
20,631
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Incentive compensation
|
|
|
1,830
|
|
|
|
1,985
|
|
Stock-based compensation
|
|
|
2,723
|
|
|
|
1,626
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|
Total selling, general and administrative expenses
|
|
$
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58,958
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|
|
$
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52,646
|
|
|
|
|
|
|
|
|
Restructuring and impairment charges
|
|
|
3,018
|
|
|
|
881
|
|
Other expense, net
|
|
|
7,559
|
|
|
|
2,920
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Income before income taxes
|
|
$
|
29,259
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|
|
$
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27,782
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|
|
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|
|
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|
|
|
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Table 3
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Ferro Corporation and Subsidiaries
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Condensed Consolidated Balance Sheets (unaudited)
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(Dollars in thousands)
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|
March 31,
|
|
December 31,
|
|
|
2017
|
|
2016
|
ASSETS
|
|
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Current assets
|
|
|
|
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Cash and cash equivalents
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|
$
|
92,829
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$
|
45,582
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Accounts receivable, net
|
|
|
289,476
|
|
|
259,687
|
Inventories
|
|
|
250,590
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|
|
229,847
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Other receivables
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|
|
38,280
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|
|
37,814
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Other current assets
|
|
|
10,183
|
|
|
9,087
|
Total current assets
|
|
|
681,358
|
|
|
582,017
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Other assets
|
|
|
|
|
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Property, plant and equipment, net
|
|
|
257,993
|
|
|
262,026
|
Goodwill
|
|
|
148,203
|
|
|
148,296
|
Intangible assets, net
|
|
|
136,030
|
|
|
137,850
|
Deferred income taxes
|
|
|
109,555
|
|
|
106,454
|
Other non-current assets
|
|
|
51,094
|
|
|
47,126
|
Total assets
|
|
$
|
1,384,233
|
|
$
|
1,283,769
|
|
|
|
|
|
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LIABILITIES AND EQUITY
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Loans payable and current portion of long-term debt
|
|
$
|
16,632
|
|
$
|
17,310
|
Accounts payable
|
|
|
139,880
|
|
|
127,655
|
Accrued payrolls
|
|
|
29,858
|
|
|
35,859
|
Accrued expenses and other current liabilities
|
|
|
70,433
|
|
|
65,203
|
Total current liabilities
|
|
|
256,803
|
|
|
246,027
|
Other liabilities
|
|
|
|
|
|
|
Long-term debt, less current portion
|
|
|
618,335
|
|
|
557,175
|
Postretirement and pension liabilities
|
|
|
163,279
|
|
|
162,941
|
Other non-current liabilities
|
|
|
59,489
|
|
|
62,594
|
Total liabilities
|
|
|
1,097,906
|
|
|
1,028,737
|
Equity
|
|
|
|
|
|
|
Total Ferro Corporation shareholders' equity
|
|
|
278,145
|
|
|
247,113
|
Noncontrolling interests
|
|
|
8,182
|
|
|
7,919
|
Total liabilities and equity
|
|
$
|
1,384,233
|
|
$
|
1,283,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 4
|
Ferro Corporation and Subsidiaries
|
Condensed Consolidated Statements of Cash Flows (unaudited)
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
Three Months Ended
|
|
|
March 31,
|
|
|
2017
|
|
2016
|
Cash flows from operating activities
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
22,121
|
|
|
$
|
(9,730
|
)
|
Loss (gain) on sale of assets and business
|
|
|
419
|
|
|
|
(4,083
|
)
|
Depreciation and amortization
|
|
|
11,375
|
|
|
|
10,672
|
|
Interest amortization
|
|
|
479
|
|
|
|
315
|
|
Restructuring and impairment
|
|
|
2,828
|
|
|
|
24,164
|
|
Loss on extinguishment of debt
|
|
|
3,905
|
|
|
|
-
|
|
Accounts receivable
|
|
|
(26,619
|
)
|
|
|
(23,582
|
)
|
Inventories
|
|
|
(17,114
|
)
|
|
|
(7,706
|
)
|
Accounts payable
|
|
|
8,188
|
|
|
|
5,555
|
|
Other current assets and liabilities, net
|
|
|
(3,265
|
)
|
|
|
1,876
|
|
Other adjustments, net
|
|
|
(687
|
)
|
|
|
(7,642
|
)
|
Net cash provided by (used in) operating activities
|
|
|
1,630
|
|
|
|
(10,161
|
)
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
Capital expenditures for property, plant and equipment and other
long lived assets
|
|
|
(6,766
|
)
|
|
|
(7,365
|
)
|
Proceeds from sale of assets
|
|
|
2
|
|
|
|
3,586
|
|
Business acquisitions, net of cash acquired
|
|
|
-
|
|
|
|
(7,909
|
)
|
Net cash used in investing activities
|
|
|
(6,764
|
)
|
|
|
(11,688
|
)
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
Net (repayments) borrowings under loans payable
|
|
|
(3,985
|
)
|
|
|
3,561
|
|
Proceeds from revolving credit facility, maturing 2019
|
|
|
15,628
|
|
|
|
117,834
|
|
Principal payments on revolving credit facility, maturing 2019
|
|
|
(327,183
|
)
|
|
|
(40,212
|
)
|
Principal payments on term loan facility, maturing 2021
|
|
|
(243,250
|
)
|
|
|
(50,750
|
)
|
Proceeds from term loan facility, maturing 2024
|
|
|
623,827
|
|
|
|
|
Payment of debt issuance costs
|
|
|
(12,712
|
)
|
|
|
(301
|
)
|
Purchase of treasury stock
|
|
|
-
|
|
|
|
(11,429
|
)
|
Other financing activities
|
|
|
(390
|
)
|
|
|
497
|
|
Net cash provided by financing activities
|
|
|
51,935
|
|
|
|
19,200
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
446
|
|
|
|
134
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
47,247
|
|
|
|
(2,515
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
45,582
|
|
|
|
58,380
|
|
Cash and cash equivalents at end of period
|
|
$
|
92,829
|
|
|
$
|
55,865
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
Interest
|
|
$
|
6,535
|
|
|
$
|
4,763
|
|
Income taxes
|
|
$
|
4,097
|
|
|
$
|
2,669
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 5
|
Ferro Corporation and Subsidiaries
|
Supplemental Information
|
Reconciliation of Reported Income to Adjusted Income
|
For the Three Months Ended March 31 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
Selling
|
|
Restructuring
|
|
|
|
|
|
(loss)
|
|
Diluted
|
(Dollars in
|
|
|
|
general and
|
|
and
|
|
Other
|
|
|
|
attributable
|
|
earnings
|
thousands, except
|
|
Cost of
|
|
administrative
|
|
impairment
|
|
expense,
|
|
Income tax
|
|
to common
|
|
(loss) per
|
per share amounts)
|
|
sales
|
|
expenses
|
|
charges
|
|
net
|
|
expense3
|
|
shareholders
|
|
share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
221,761
|
|
|
$
|
58,958
|
|
|
$
|
3,018
|
|
|
$
|
7,559
|
|
|
$
|
7,138
|
|
|
$
|
21,898
|
|
|
$
|
0.26
|
|
Special items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,018
|
)
|
|
|
-
|
|
|
|
1,012
|
|
|
|
2,006
|
|
|
|
0.02
|
|
Other1
|
|
|
(2,637
|
)
|
|
|
(2,550
|
)
|
|
|
-
|
|
|
|
(1,174
|
)
|
|
|
3,675
|
|
|
|
2,686
|
|
|
|
0.03
|
|
Total special items4
|
|
|
(2,637
|
)
|
|
|
(2,550
|
)
|
|
|
(3,018
|
)
|
|
|
(1,174
|
)
|
|
|
4,687
|
|
|
|
4,692
|
|
|
|
0.05
|
|
As adjusted
|
|
$
|
219,124
|
|
|
$
|
56,408
|
|
|
$
|
-
|
|
|
$
|
6,385
|
|
|
$
|
11,825
|
|
|
$
|
26,590
|
|
|
$
|
0.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
193,222
|
|
|
$
|
52,646
|
|
|
$
|
881
|
|
|
$
|
2,920
|
|
|
$
|
8,018
|
|
|
$
|
(9,966
|
)
|
|
$
|
(0.12
|
)
|
Special items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
|
|
|
-
|
|
|
|
-
|
|
|
|
(881
|
)
|
|
|
-
|
|
|
|
271
|
|
|
|
610
|
|
|
|
0.01
|
|
Other2
|
|
|
-
|
|
|
|
(1,431
|
)
|
|
|
-
|
|
|
|
3,765
|
|
|
|
(635
|
)
|
|
|
(1,699
|
)
|
|
|
(0.02
|
)
|
Discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
29,494
|
|
|
|
0.35
|
|
Total special items4
|
|
|
-
|
|
|
|
(1,431
|
)
|
|
|
(881
|
)
|
|
|
3,765
|
|
|
|
(364
|
)
|
|
|
28,405
|
|
|
|
0.34
|
|
As adjusted
|
|
$
|
193,222
|
|
|
$
|
51,215
|
|
|
$
|
-
|
|
|
$
|
6,685
|
|
|
$
|
7,654
|
|
|
$
|
18,439
|
|
|
$
|
0.22
|
|
(1)
|
|
The adjustments to "Cost of Sales" primarily include the
amortization of purchase accounting adjustments related to our
recent acquisitions. The adjustments to "Selling general and
administrative expenses" primarily include legal, professional and
other expenses related to certain business development activities.
The adjustments to "Other expense, net" primarily relates to debt
extinguishment costs and a reduction of a contingent liability in
Argentina.
|
(2)
|
|
The adjustments to "Selling general and administrative expenses"
primarily include legal, professional and other expenses related to
certain business development activities. The adjustments to "Other
expense, net" primarily relates to the gain on an asset sale that
was recognized.
|
(3)
|
|
The tax rate reflects the reported tax rate, adjusted for non-GAAP
adjustments being tax effected at the respective statutory rate
where the item originated.
|
(4)
|
|
Due to rounding, total earnings per share related to special items
does not always add to the total adjusted earnings per share.
|
It should be noted that adjusted income, earnings per share and
other adjusted items referred to above are financial measures not
required by, or presented in accordance with, accounting principles
generally accepted in the United States (U.S. GAAP). These non-GAAP
financial measures should be considered as a supplement to, and not
as a substitute for, the financial measures prepared in accordance
with U.S. GAAP and a reconciliation of these financial measures to
the most comparable U.S. GAAP financial measures is presented. The
adjusted income, earnings per share and other adjusted items
presented above exclude certain special items including
restructuring charges, certain business development activities,
gains on sale of assets, debt extinguishment costs, certain purchase
accounting adjustments and discontinued operations. We believe this
data provides investors with additional information on the
underlying operations and trends of the business and enables
period-to-period comparability of financial performance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 6
|
Ferro Corporation and Subsidiaries
|
Supplemental Information
|
Reconciliation of Adjusted Gross Profit (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
|
|
|
|
2017
|
|
|
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Coatings
|
|
|
|
|
|
|
$
|
126,565
|
|
|
|
|
|
|
$
|
128,124
|
|
Performance Colors and Glass
|
|
|
|
|
|
|
|
103,518
|
|
|
|
|
|
|
|
88,170
|
|
Color Solutions
|
|
|
|
|
|
|
|
90,472
|
|
|
|
|
|
|
|
61,157
|
|
Total net sales
|
|
|
|
|
|
|
$
|
320,555
|
|
|
|
|
|
|
$
|
277,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales
|
|
|
|
|
|
|
$
|
320,555
|
|
|
|
|
|
|
$
|
277,451
|
|
Adjusted cost of sales1
|
|
|
|
|
|
|
|
219,124
|
|
|
|
|
|
|
|
193,222
|
|
Adjusted gross profit
|
|
|
|
|
|
|
$
|
101,431
|
|
|
|
|
|
|
$
|
84,229
|
|
Adjusted gross profit percentage
|
|
|
|
|
|
|
|
31.6
|
%
|
|
|
|
|
|
|
30.4
|
%
|
(1)
|
|
Refer to Table 5 for the reconciliation of cost of sales to adjusted
cost of sales for the three months ended March 31, 2017 and 2016,
respectively.
|
It should be noted that adjusted cost of sales and adjusted gross
profit are financial measures not required by, or presented in
accordance with, accounting principles generally accepted in the
United States (U.S. GAAP). These non-GAAP financial measures should
be considered as a supplement to, and not as a substitute for, the
financial measures prepared in accordance with U.S. GAAP and a
reconciliation of these financial measures to the most comparable
U.S. GAAP financial measures is presented. Adjusted gross profit and
adjusted cost of sales exclude certain items, primarily comprised of
the amortization of purchase accounting adjustments related to our
recent acquisitions. We believe this data provides investors with
additional information on the underlying operations and trends of
the business and enables period-to-period comparability of financial
performance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 7
|
Ferro Corporation and Subsidiaries
|
Supplemental Information
|
Constant Currency Schedule of Adjusted Operating Profit
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(Dollars in thousands)
|
|
March 31,
|
|
|
|
|
Adjusted
|
|
|
|
2017 vs
|
|
|
2016
|
|
20161
|
|
2017
|
|
Adjusted 2016
|
Segment net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Coatings
|
|
$
|
128,124
|
|
|
$
|
122,736
|
|
|
$
|
126,565
|
|
|
$
|
3,829
|
|
Performance Colors and Glass
|
|
|
88,170
|
|
|
|
86,575
|
|
|
|
103,518
|
|
|
|
16,943
|
|
Color Solutions
|
|
|
61,157
|
|
|
|
60,528
|
|
|
|
90,472
|
|
|
|
29,944
|
|
Total segment net sales
|
|
$
|
277,451
|
|
|
$
|
269,839
|
|
|
$
|
320,555
|
|
|
$
|
50,716
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment adjusted gross profit
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Coatings
|
|
$
|
32,115
|
|
|
$
|
30,648
|
|
|
$
|
33,489
|
|
|
$
|
2,841
|
|
Performance Colors and Glass
|
|
|
31,838
|
|
|
|
31,288
|
|
|
|
37,885
|
|
|
|
6,597
|
|
Color Solutions
|
|
|
20,286
|
|
|
|
20,071
|
|
|
|
30,300
|
|
|
|
10,229
|
|
Other costs of sales
|
|
|
(10
|
)
|
|
|
(10
|
)
|
|
|
(243
|
)
|
|
|
(233
|
)
|
Total adjusted gross profit2
|
|
$
|
84,229
|
|
|
$
|
81,997
|
|
|
$
|
101,431
|
|
|
$
|
19,434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted selling, general and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Strategic services
|
|
$
|
28,404
|
|
|
$
|
27,585
|
|
|
$
|
31,616
|
|
|
$
|
4,031
|
|
Functional services
|
|
|
19,200
|
|
|
|
19,030
|
|
|
|
20,239
|
|
|
|
1,209
|
|
Incentive compensation
|
|
|
1,985
|
|
|
|
1,946
|
|
|
|
1,830
|
|
|
|
(116
|
)
|
Stock-based compensation
|
|
|
1,626
|
|
|
|
1,626
|
|
|
|
2,723
|
|
|
|
1,097
|
|
Total adjusted selling, general and administrative expenses3
|
|
$
|
51,215
|
|
|
$
|
50,187
|
|
|
$
|
56,408
|
|
|
$
|
6,221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating profit
|
|
$
|
33,014
|
|
|
$
|
31,810
|
|
|
$
|
45,023
|
|
|
$
|
13,213
|
|
Adjusted operating profit as a % of net sales
|
|
|
11.9
|
%
|
|
|
11.8
|
%
|
|
|
14.0
|
%
|
|
|
|
(1)
|
|
Reflects the remeasurement of 2016 reported and adjusted local
currency results using 2017 exchange rates, resulting in constant
currency comparative figures to 2017 reported and adjusted results.
See Table 5 for non-GAAP adjustments applicable to the three month
period.
|
(2)
|
|
Refer to Table 6 for the reconciliation of gross profit to adjusted
gross profit for the three months ended March 31, 2017 and 2016,
respectively.
|
(3)
|
|
Refer to Table 5 for the reconciliation of SG&A expenses to adjusted
SG&A expenses for the three months ended March 31, 2017 and 2016,
respectively.
|
It should be noted that the adjusted 2016 results is a financial
measure not required by, or presented in accordance with, accounting
principles generally accepted in the United States (U.S. GAAP).
These non-GAAP financial measures should be considered as a
supplement to, and not as a substitute for, the financial measures
prepared in accordance with U.S. GAAP and a reconciliation of these
financial measures to the most comparable U.S. GAAP financial
measures is presented. We believe this data provides investors with
additional information on the underlying operations and trends of
the business and enables period-to-period comparability of financial
performance.
|
|
|
|
|
|
|
|
|
|
Table 8
|
Ferro Corporation and Subsidiaries
|
Supplemental Information
|
Reconciliation of Net income (loss) attributable to Ferro
Corporation
|
common shareholders to Adjusted EBITDA (unaudited)
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
Three Months Ended
|
|
|
March 31,
|
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Ferro Corporation common
shareholders
|
|
$
|
21,898
|
|
|
|
$
|
(9,966
|
)
|
|
Net income attributable to noncontrolling interests
|
|
|
223
|
|
|
|
|
236
|
|
|
Loss from discontinued operations, net of income taxes
|
|
|
-
|
|
|
|
|
29,494
|
|
|
Restructuring and impairment charges
|
|
|
3,018
|
|
|
|
|
881
|
|
|
Other expense (income), net
|
|
|
1,335
|
|
|
|
|
(1,927
|
)
|
|
Interest expense
|
|
|
6,224
|
|
|
|
|
4,847
|
|
|
Income tax expense
|
|
|
7,138
|
|
|
|
|
8,018
|
|
|
Depreciation and amortization
|
|
|
11,854
|
|
|
|
|
10,987
|
|
|
Less: interest amortization expense and other
|
|
|
(479
|
)
|
|
|
|
(315
|
)
|
|
Cost of sales adjustments1
|
|
|
2,637
|
|
|
|
|
-
|
|
|
SG&A adjustments1
|
|
|
2,550
|
|
|
|
|
1,431
|
|
|
Adjusted EBITDA
|
|
$
|
56,398
|
|
|
|
$
|
43,686
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
320,555
|
|
|
|
$
|
277,451
|
|
|
Adjusted EBITDA as a % of net sales
|
|
|
17.6
|
%
|
|
|
|
15.7
|
%
|
|
(1)
|
|
For details of Non-GAAP adjustments, refer to Table 5 for the
reconciliation of cost of sales to adjusted cost of sales and SG&A
to adjusted SG&A for the three months ended March 31, 2017 and 2016,
respectively.
|
It should be noted that adjusted EBITDA is a financial measure not
required by, or presented in accordance with, accounting principles
generally accepted in the United States (U.S. GAAP). This non-GAAP
financial measure should be considered as a supplement to, and not
as a substitute for, the financial measures prepared in accordance
with U.S. GAAP and a reconciliation of these financial measures to
the most comparable U.S. GAAP financial measures is presented.
Adjusted EBITDA is net income (loss) attributable to Ferro
Corporation common shareholders before the effects of net income
attributable to noncontrolling interest, discontinued operations,
restructuring and impairment charges, other expense (income), net,
interest expense, income tax expense, depreciation and amortization,
non-GAAP adjustments to cost of sales and non-GAAP adjustments to
SG&A. We believe this data provides investors with additional
information on the underlying operations and trends of the business
and enables period-to-period comparability of financial performance.
|
|
|
|
|
|
|
|
Table 9
|
Ferro Corporation and Subsidiaries
|
Supplemental Information
|
Return on Invested Capital
|
For the Rolling Twelve Months Ended (unaudited)
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
March 31,
|
|
December 31,
|
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
Gross profit
|
|
$
|
365,782
|
|
|
$
|
351,217
|
|
Selling, general and administrative expenses
|
|
|
248,014
|
|
|
|
241,702
|
|
Total operating profit
|
|
|
117,768
|
|
|
|
109,515
|
|
Non-GAAP adjustments1
|
|
|
46,444
|
|
|
|
42,688
|
|
Adjusted operating profit before tax
|
|
|
164,212
|
|
|
|
152,203
|
|
Less: Tax expense2
|
|
|
(45,979
|
)
|
|
|
(40,182
|
)
|
Net adjusted operating profit after tax
|
|
$
|
118,233
|
|
|
$
|
112,021
|
|
|
|
|
|
|
|
|
Recent acquisitions3 NOPAT gain
|
|
|
5,946
|
|
|
|
2,535
|
|
Net adjusted operating profit after tax excluding recent acquisitions
|
|
$
|
112,287
|
|
|
$
|
109,486
|
|
|
|
|
|
|
|
|
Equity
|
|
|
286,327
|
|
|
|
255,032
|
|
Debt
|
|
|
634,967
|
|
|
|
574,485
|
|
Off balance sheet precious metal leases
|
|
|
31,860
|
|
|
|
28,743
|
|
Postretirement and pension liabilities
|
|
|
163,279
|
|
|
|
162,941
|
|
Environmental liabilities
|
|
|
13,290
|
|
|
|
15,531
|
|
Cash
|
|
|
(92,829
|
)
|
|
|
(45,582
|
)
|
Invested capital
|
|
$
|
1,036,894
|
|
|
$
|
991,150
|
|
|
|
|
|
|
|
|
Return on invested capital
|
|
|
11.4
|
%
|
|
|
11.3
|
%
|
|
|
|
|
|
|
|
Less: recent acquisitions3 invested capital
|
|
|
138,773
|
|
|
|
143,047
|
|
Invested capital excluding recent acquisitions
|
|
$
|
898,121
|
|
|
$
|
848,103
|
|
|
|
|
|
|
|
|
Return on invested capital excluding recent acquisitions
|
|
|
12.5
|
%
|
|
|
12.9
|
%
|
(1)
|
|
The "Non-GAAP adjustments" include non-GAAP adjustments to cost of
sales and non-GAAP adjustments to SG&A for the rolling twelve months
ended March 31, 2017 and December 31, 2016. The "Non-GAAP
adjustments" also includes precious metal lease fees which were $0.8
million and $0.8 million for the rolling twelve months ended March
31, 2017 and December 31, 2015, respectively.
|
(2)
|
|
Operating profit for 2017 and 2016 is tax effected at 28.0% and
26.4%, respectively.
|
(3)
|
|
For the rolling twelve months ended March 31, 2017, the recent
acquisitions include Pinturas, Delta Performance Products, ESL and
Cappelle. For the rolling twelve months ended December 31, 2016, the
recent acquisitions include Ferer, Pinturas, Delta Performance
Products, ESL and Cappelle. Acquisitions are removed from being
included in the recent acquisitions line item after the acquisitions
are included in the Company for a full year.
|
It should be noted that net adjusted operating profit after tax and
return on invested capital are financial measures not required by,
or presented in accordance with, accounting principles generally
accepted in the United States (U.S. GAAP). These non-GAAP financial
measures should be considered as a supplement to, and not as a
substitute for, the financial measures prepared in accordance with
U.S. GAAP and a reconciliation of these financial measures to the
most comparable U.S. GAAP financial measures is presented. Net
adjusted operating profit after tax is operating profit from
continuing operations, adjusted for non-GAAP adjustments to cost of
sales and non-GAAP adjustments to SG&A tax effected. We believe this
data provides investors with additional information on the
underlying operations and trends 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.
|
|
|
|
|
|
|
|
|
|
|
|
Table 10
|
Ferro Corporation and Subsidiaries
|
Supplemental Information
|
Change in Net Debt (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
Three Months Ended
|
|
|
|
|
March 31, 2017
|
|
|
|
March 31, 2016
|
Beginning of period
|
|
|
|
|
|
|
|
|
|
|
Gross debt
|
|
|
|
$
|
578,205
|
|
|
|
|
$
|
478,087
|
|
Cash
|
|
|
|
|
45,582
|
|
|
|
|
|
58,380
|
|
Gross debt
|
|
|
|
|
532,623
|
|
|
|
|
|
419,707
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized debt issuance costs included in debt
|
|
|
|
|
3,720
|
|
|
|
|
|
4,533
|
|
Net debt
|
|
|
|
|
528,903
|
|
|
|
|
|
415,174
|
|
|
|
|
|
|
|
|
|
|
|
|
End of period
|
|
|
|
|
|
|
|
|
|
|
Gross debt
|
|
|
|
|
643,173
|
|
|
|
|
|
508,689
|
|
Cash
|
|
|
|
|
92,829
|
|
|
|
|
|
55,865
|
|
Gross debt
|
|
|
|
|
550,344
|
|
|
|
|
|
452,824
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized debt issuance costs included in debt
|
|
|
|
|
8,206
|
|
|
|
|
|
4,329
|
|
Net debt
|
|
|
|
|
542,138
|
|
|
|
|
|
448,495
|
|
|
|
|
|
|
|
|
|
|
|
|
Period increase in gross debt
|
|
|
|
$
|
(17,721
|
)
|
|
|
|
$
|
(33,117
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Period increase in net debt
|
|
|
|
$
|
(13,235
|
)
|
|
|
|
$
|
(33,321
|
)
|
We believe that given the significant cash and cash equivalents on
its balance sheet that net cash against outstanding debt, net debt,
between periods is a meaningful measure.
|
|
|
|
|
|
|
|
|
|
|
Table 11
|
Ferro Corporation and Subsidiaries
|
Supplemental Information
|
Adjusted Free Cash Flow from Continuing Operations (unaudited)
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
Three Months Ended
|
|
|
|
|
March 31, 2017
|
|
|
March 31, 2016
|
|
|
|
|
As Adjusted
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA1
|
|
|
|
$
|
56,398
|
|
|
|
$
|
43,686
|
|
Capital expenditures
|
|
|
|
|
(6,766
|
)
|
|
|
|
(7,206
|
)
|
Working capital
|
|
|
|
|
(35,545
|
)
|
|
|
|
(22,684
|
)
|
Cash income taxes
|
|
|
|
|
(4,097
|
)
|
|
|
|
(2,669
|
)
|
Cash interest
|
|
|
|
|
(6,535
|
)
|
|
|
|
(4,763
|
)
|
Pension
|
|
|
|
|
(619
|
)
|
|
|
|
(922
|
)
|
Incentive compensation payments
|
|
|
|
|
(12,224
|
)
|
|
|
|
(8,802
|
)
|
Other
|
|
|
|
|
7,173
|
|
|
|
|
607
|
|
Free Cash Flow from Continuing Operations
|
|
|
|
$
|
(2,215
|
)
|
|
|
$
|
(2,753
|
)
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations
|
|
|
|
|
-
|
|
|
|
|
(8,583
|
)
|
Restructuring/Other
|
|
|
|
|
(436
|
)
|
|
|
|
(805
|
)
|
Outflows from M&A activity
|
|
|
|
|
(2,358
|
)
|
|
|
|
(9,547
|
)
|
Debt issuance costs
|
|
|
|
|
(12,712
|
)
|
|
|
|
-
|
|
Stock repurchase
|
|
|
|
|
-
|
|
|
|
|
(11,429
|
)
|
|
|
|
|
|
|
|
|
|
|
Increase in Gross Debt2
|
|
|
|
$
|
(17,721
|
)
|
|
|
$
|
(33,117
|
)
|
|
|
|
|
|
|
|
|
|
|
Change in unamortized debt issuance costs, included in debt
|
|
|
|
|
4,486
|
|
|
|
|
(204
|
)
|
|
|
|
|
|
|
|
|
|
|
Increase in Net Debt2
|
|
|
|
$
|
(13,235
|
)
|
|
|
$
|
(33,321
|
)
|
(1)
|
|
See Table 8 for the reconciliation of net income (loss) attributable
to Ferro Corporation common shareholders to adjusted EBITDA.
|
(2)
|
|
See Table 10 for the reconciliation of gross debt and net debt.
|
It should be noted that adjusted EBITDA and adjusted free cash flow
from continuing operations are financial measures not required by,
or presented in accordance with, accounting principles generally
accepted in the United States (U.S. GAAP). These non-GAAP financial
measures should be considered as a supplement to, and not as a
substitute for, the financial measures prepared in accordance with
U.S. GAAP and a reconciliation of these financial measures to the
most comparable U.S. GAAP financial measures is presented. Adjusted
EBITDA is net income (loss) attributable to Ferro Corporation common
shareholders before the effects of income attributable to
noncontrolling interest, discontinued operations, restructuring and
impairment charges, other expense (income) net, interest expense,
income tax expense, depreciation and amortization, non-GAAP
adjustments to cost of sales, and non-GAAP adjustments to SG&A.
Adjusted Free Cash Flow from Continuing Operations is adjusted
EBITDA less capital expenditures, changes in working capital, cash
income taxes, cash interest, pension contributions, incentive
compensation payments, and other continuing operations cash items.
We believe this data provides investors with additional information
on the underlying operations and trends 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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