FERRO CONTINUES MOMENTUM WITH STRONG ORGANIC GROWTH IN THE FOURTH QUARTER Company delivers top of the guidance range for full year 2017 Adjusted EPS and EBITDA, and provides 2018 guidance |
Fourth Quarter * |
| Full Year * | ||
| Net Sales increased 34.2% to $377.5M |
| | Net Sales increased 22.0% to $1,396.7M |
| Organic sales growth was 9.2% on a constant currency basis |
| | Organic sales growth was 7.3% on a constant currency basis |
| GAAP diluted EPS improved to a loss of $0.10 versus a loss of $0.25 |
| | GAAP diluted EPS improved to $0.67 versus a loss of $0.25 |
| Adjusted EPS increased 7.4% to $0.29 |
| | Adjusted EPS increased 18.3% to $1.29 |
| Net Income1 improved to a loss of $8.7M compared to a loss of $20.9M |
| | Net Income1 improved to $57.1M compared to a loss of $20.8M |
| Adjusted EBITDA grew 20.1% to $54.3M |
| | Adjusted EBITDA grew 20.3% to $234.2M |
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Ferro’s global team delivered another strong quarter of growth, successfully concluding a year in which the momentum from our value creation strategy continued to accelerate. Innovation is driving expansion of our organic pipeline with higher performance and higher margin products. Together with optimal pricing strategies, our innovation initiatives also enabled us to deliver the top end of our guidance despite raw material price inflation in 2017. We will continue our focus on innovation as a fundamental component of our 2020 vision. Alongside organic growth, Ferro completed four more acquisitions, further enhancing our existing portfolio of products and services and reinforcing Ferro’s technology-leading position. Looking ahead, we intend to continue to build on this momentum in the current phase of our strategy with a laser focus on innovation and optimization.
Peter Thomas |
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Key Results * (amounts in millions, except EPS) |
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Sales and Gross Profits | Q4 2017 | % Change | 2017 | % Change | ||||
Net Sales | $ | 377.5 |
| 34.2% | $ | 1,396.7 |
| 22.0% |
Net Sales (Constant Currency) |
| 377.5 |
| 29.8% |
| 1,396.7 |
| 22.0% |
Gross Profit (GAAP) |
| 105.5 |
| 32.4% |
| 416.2 |
| 18.5% |
Adjusted Gross Profit (Constant Currency) |
| 108.0 |
| 18.8% |
| 424.4 |
| 17.9% |
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Net Income, EBITDA and EPS | Q4 2017 | % Change | 2017 | % Change | ||||
Net Income (Loss) 1 | $ | (8.7) |
| NM | $ | 57.1 |
| NM |
Adjusted EBITDA |
| 54.3 |
| 20.1% |
| 234.2 |
| 20.3% |
GAAP diluted EPS | $ | (0.10) |
| NM | $ | 0.67 |
| NM |
Adjusted EPS |
| 0.29 |
| 7.4% |
| 1.29 |
| 18.3% |
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Cash Flow |
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| 2017 | % Change | ||
Net Cash provided by operating activities (GAAP) |
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| $ | 84.8 |
| 35.4% |
Adjusted Free Cash Flow 2 |
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| 90.1 |
| 5.6% |
Other Note:
On a GAAP basis, Ferro recorded a $21.5 million charge related to the recent Tax Cut and Jobs Act in 2018.
*Comparative information is relative to prior-year fourth quarter and full year.
1 Note: Net Income (Loss) attributable to Ferro Corporation common shareholders.
2 Note: 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.
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NYSE: FOE | February 28, 2018 | www.ferro.com |
Segment Results * (amounts in millions, except EPS) |
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| Performance Coatings | Q4 2017 | % Change | 2017 | % Change | |||||
| Net Sales | $ | 169.5 |
| 32.6% | $ | 594.0 |
| 12.7% | |
| Net Sales (Constant Currency) |
| 169.5 |
| 28.4% |
| 594.0 |
| 13.7% | |
| Gross Profit (GAAP) |
| 36.6 |
| 6.2% |
| 145.8 |
| 4.5% | |
| Adjusted Gross Profit (Constant Currency) |
| 38.7 |
| 7.8% |
| 148.9 |
| 7.2% | |
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| Performance Colors & Glass | Q4 2017 | % Change | 2017 | % Change | |||||
| Net Sales | $ | 123.9 |
| 31.0% | $ | 444.7 |
| 19.7% | |
| Net Sales (Constant Currency) |
| 123.9 |
| 26.1% |
| 444.7 |
| 18.9% | |
| Gross Profit (GAAP) |
| 42.2 |
| 28.2% |
| 157.5 |
| 17.8% | |
| Adjusted Gross Profit (Constant Currency) |
| 42.7 |
| 16.0% |
| 159.6 |
| 16.4% | |
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| Color Solutions | Q4 2017 | % Change | 2017 | % Change | |||||
| Net Sales | $ | 84.1 |
| 42.7% | $ | 358.1 |
| 45.1% | |
| Net Sales (Constant Currency) |
| 84.1 |
| 39.1% |
| 358.1 |
| 44.3% | |
| Gross Profit (GAAP) |
| 26.1 |
| 41.4% |
| 113.7 |
| 34.9% | |
| Adjusted Gross Profit (Constant Currency) |
| 26.2 |
| 38.6% |
| 116.5 |
| 37.7% |
*Comparative information is relative to prior-year fourth quarter and full year.
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Full Year 2018 Guidance |
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| Adjusted Cash Flow |
| Net Sales | Adjusted | Adjusted | Adjusted | from Operations |
| (% of PY Sales) | Tax Rate | EBITDA | EPS | Conversion |
2017 Results | $1,396.7M | 27% | $234.2M | $1.29 | 38.50% |
2018 Guidance | 13.0% - 13.5% | 26% -27% | $270 - $275M | $1.55 - $1.60 | 40% - 45% |
The 2018 guidance assumes no acquisitions, optimization programs spend or divestitures in 2018.
Currency Exposure 2017 Weighting |
| 2018 Guidance FX sensitivity | ||
EUR - Euro | 35% to 40% |
| % Change | Operating Profit |
CNY -Yuan Renminbi | 5% to 7% |
| +1% all FX change | ~ $1.2 million to ~$1.4 million |
MXN – Mexican Peso | 4% to 6% |
| +1% Euro change | ~$0.8 million to ~$0.9 million |
EGP – Egyptian Pound | 2% to 5% |
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Note: Ferro is providing full-year guidance. Consistent with prior practice, 2018 guidance uses foreign exchange rates as of December 31, 2017, which includes a USD/EUR exchange rate at 1.20.
The results and guidance in this release, including in the highlights above, contain references to non-GAAP measures from continuing operations. Reconciliation of GAAP to non-GAAP results can be found at the end of this release.
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NYSE: FOE | February 28, 2018 | www.ferro.com |
Ferro is providing adjusted diluted EPS, adjusted EBITDA and adjusted cash flow from operations conversion guidance on a continuing operations basis. While it is likely that Ferro could incur charges for items excluded from adjusted diluted EPS and adjusted EBITDA 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 these adjusted non-GAAP financial measures to their most directly comparable GAAP financial measures.
Constant Currency
Constant currency results reflect the remeasurement of 2016 reported and adjusted local currency results using 2017 exchange rates, which reproduces constant currency comparative figures to 2017 reported and adjusted results. These non-GAAP financial measures 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 Thursday, March 1, 2018. Investors can access this conference via any of the following:
• Webcast can be accessed by clicking on the Investor Information link at the top of Ferro’s website at ferro.com.
• Live telephone: Call 800-272-9104 within the U.S. or +1 303-223-2684 outside the U.S. Please join the call at least 10 minutes before the start time.
• Webcast replay: Available on Ferro’s Investor website at ferro.com beginning at approximately 12:00 noon Eastern Time on March 1, 2018
• 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 21881197).
• 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 5,680 associates globally and reported 2017 sales of $1.4 billion.
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NYSE: FOE | February 28, 2018 | www.ferro.com |
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:
· | 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 investment and 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; |
· | challenges associated with a multi-national company such as Ferro competing lawfully with local competitors in certain regions of the world; |
· | Ferro’s ability to identify suitable acquisition candidates, complete acquisitions, effectively integrate the acquired businesses and achieve the expected synergies, 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 and services or enter into new growth markets; |
· | the impact of damage to, or the interruption, failure or compromise of the Company’s information systems; |
· | the implementation and operations of business information systems and processes; |
· | restrictive covenants in the Company’s credit facilities could affect its strategic initiatives and liquidity; |
· | Ferro’s ability to access capital markets, borrowings, or financial transactions; |
· | the availability of reliable sources of energy and raw materials at a reasonable cost; |
· | increasingly aggressive domestic and foreign governmental regulation of hazardous and other materials and regulations affecting health, safety and the environment; |
· | competitive factors, including intense price competition; |
· | Ferro’s ability to protect its intellectual property, including trade secrets, or to successfully resolve claims of infringement brought against it; |
· | sale of products and materials into highly regulated industries; |
· | our ability to address safety, human health, product liability and environmental risks associated with our current and historical products, product life cycle and production processes; |
· | limited or no redundancy for certain of the Company’s manufacturing facilities and possible interruption of operations at those facilities; |
· | management of Ferro’s general and administrative expenses; |
· | 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; |
· | 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; |
· | stringent labor and employment laws and relationships with the Company’s employees; |
· | the impact of requirements to fund employee benefit costs, especially post-retirement costs; |
· | implementation of business processes and information systems, including the outsourcing of functions to third parties; |
· | risks associated with the manufacture and sale of material into industries making products for sensitive applications; |
· | the impact of the Tax Cuts and Jobs Act on our business; |
· | exposure to lawsuits governmental investigations and proceedings relating to current and historical operations and products; |
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NYSE: FOE | February 28, 2018 | www.ferro.com |
Cautionary Note on Forward-Looking Statements (continued)
· | risks and uncertainties associated with intangible assets; |
· | Ferro’s borrowing costs could be affected adversely by interest rate increases; |
· | liens on the Company’s assets by its lenders affect its ability to dispose of property and businesses; |
· | amount and timing of any repurchase of Ferro’s common stock; and |
· | 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, 2017.
Ferro Corporation
Investor Contact:
Kevin Cornelius Grant, 216.875.5451
Head of Investor Relations
kevincornelius.grant@ferro.com
or
Media Contact:
Mary Abood, 216.875.5401
Director, Corporate Communications
mary.abood@ferro.com
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NYSE: FOE | February 28, 2018 | www.ferro.com |
Table 1
Ferro Corporation and Subsidiaries
Consolidated Statements of Operations
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(Dollars in thousands, except per share amounts) |
| Three Months Ended |
| Twelve Months Ended | ||||||||
|
| December 31, (Unaudited) |
| December 31, | ||||||||
|
| 2017 |
| 2016 |
| 2017 |
| 2016 | ||||
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Net sales |
| $ | 377,543 |
| $ | 281,337 |
| $ | 1,396,742 |
| $ | 1,145,292 |
Cost of sales |
|
| 272,074 |
|
| 201,703 |
|
| 980,521 |
|
| 794,075 |
Gross profit |
|
| 105,469 |
|
| 79,634 |
|
| 416,221 |
|
| 351,217 |
Selling, general and administrative expenses |
|
| 71,647 |
|
| 75,597 |
|
| 258,604 |
|
| 241,702 |
Restructuring and impairment charges |
|
| 3,696 |
|
| 14,213 |
|
| 11,409 |
|
| 15,907 |
Other expense (income): |
|
|
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|
|
|
|
|
|
|
|
|
Interest expense |
|
| 7,833 |
|
| 5,968 |
|
| 27,754 |
|
| 21,547 |
Interest earned |
|
| (345) |
|
| (216) |
|
| (901) |
|
| (630) |
Foreign currency losses, net |
|
| 979 |
|
| 10,039 |
|
| 6,554 |
|
| 12,906 |
Loss on extinguishment of debt |
|
| - |
|
| - |
|
| 3,905 |
|
| - |
Miscellaneous expense (income), net |
|
| 642 |
|
| (581) |
|
| (1,622) |
|
| (2,660) |
Income (loss) before income taxes |
|
| 21,017 |
|
| (25,386) |
|
| 110,518 |
|
| 62,445 |
Income tax expense (benefit) |
|
| 29,564 |
|
| (4,791) |
|
| 52,750 |
|
| 17,868 |
(Loss) income from continuing operations |
|
| (8,547) |
|
| (20,595) |
|
| 57,768 |
|
| 44,577 |
Loss from discontinued operations, net of income taxes |
|
| - |
|
| - |
|
| - |
|
| (64,464) |
Net (loss) income |
|
| (8,547) |
|
| (20,595) |
|
| 57,768 |
|
| (19,887) |
Less: Net income attributable to noncontrolling interests |
|
| 139 |
|
| 341 |
|
| 714 |
|
| 930 |
Net (loss) income attributable to Ferro Corporation common shareholders |
| $ | (8,686) |
| $ | (20,936) |
| $ | 57,054 |
| $ | (20,817) |
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(Loss) earnings per share attributable to Ferro Corporation common shareholders: |
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Basic (loss) earnings: |
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|
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Continuing operations |
| $ | (0.10) |
| $ | (0.25) |
| $ | 0.68 |
| $ | 0.52 |
Discontinued operations |
|
| - |
|
| - |
|
| - |
|
| (0.77) |
|
| $ | (0.10) |
| $ | (0.25) |
| $ | 0.68 |
| $ | (0.25) |
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Diluted (loss) earnings: |
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Continuing operations |
| $ | (0.10) |
| $ | (0.25) |
| $ | 0.67 |
| $ | 0.51 |
Discontinued operations |
|
| - |
|
| - |
|
| - |
|
| (0.76) |
|
| $ | (0.10) |
| $ | (0.25) |
| $ | 0.67 |
| $ | (0.25) |
Shares outstanding: |
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Weighted-average basic shares |
|
| 83,913 |
|
| 83,405 |
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| 83,713 |
|
| 83,298 |
Weighted-average diluted shares |
|
| 83,913 |
|
| 83,405 |
|
| 85,156 |
|
| 84,910 |
End-of-period basic shares |
|
| 84,049 |
|
| 83,439 |
|
| 84,049 |
|
| 83,439 |
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NYSE: FOE | February 28, 2018 | www.ferro.com |
Table 2
Ferro Corporation and Subsidiaries
Segment Net Sales and Gross Profit (unaudited)
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|
(Dollars in thousands) |
| Three Months Ended |
| Twelve Months Ended | ||||||||
|
| December 31, |
| December 31, | ||||||||
|
| 2017 |
| 2016 |
| 2017 |
| 2016 | ||||
Segment Net Sales |
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Performance Coatings |
| $ | 169,480 |
| $ | 127,815 |
| $ | 594,029 |
| $ | 526,981 |
Performance Colors and Glass |
|
| 123,920 |
|
| 94,568 |
|
| 444,653 |
|
| 371,464 |
Color Solutions |
|
| 84,143 |
|
| 58,954 |
|
| 358,060 |
|
| 246,847 |
Total segment net sales |
| $ | 377,543 |
| $ | 281,337 |
| $ | 1,396,742 |
| $ | 1,145,292 |
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Segment Gross Profit |
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Performance Coatings |
| $ | 36,592 |
| $ | 34,469 |
| $ | 145,797 |
| $ | 139,454 |
Performance Colors and Glass |
|
| 42,159 |
|
| 32,891 |
|
| 157,544 |
|
| 133,716 |
Color Solutions |
|
| 26,052 |
|
| 18,425 |
|
| 113,694 |
|
| 84,293 |
Other costs of sales |
|
| 666 |
|
| (6,151) |
|
| (814) |
|
| (6,246) |
Total gross profit |
| $ | 105,469 |
| $ | 79,634 |
| $ | 416,221 |
| $ | 351,217 |
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|
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|
|
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|
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Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
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Strategic services |
|
| 39,470 |
|
| 30,006 |
|
| 138,551 |
|
| 116,807 |
Functional services |
|
| 22,659 |
|
| 40,072 |
|
| 95,702 |
|
| 106,798 |
Incentive compensation |
|
| 4,649 |
|
| 3,553 |
|
| 12,581 |
|
| 10,852 |
Stock-based compensation |
|
| 4,869 |
|
| 1,966 |
|
| 11,770 |
|
| 7,245 |
Total selling, general and administrative expenses |
| $ | 71,647 |
| $ | 75,597 |
| $ | 258,604 |
| $ | 241,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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NYSE: FOE | February 28, 2018 | www.ferro.com |
Table 3
Ferro Corporation and Subsidiaries
Consolidated Balance Sheets
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(Dollars in thousands) |
| December 31, |
| December 31, | ||
|
| 2017 |
| 2016 | ||
ASSETS |
|
|
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|
|
Current assets |
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 63,551 |
| $ | 45,582 |
Accounts receivable, net |
|
| 354,416 |
|
| 259,687 |
Inventories |
|
| 324,180 |
|
| 229,847 |
Other receivables |
|
| 67,137 |
|
| 37,814 |
Other current assets |
|
| 16,448 |
|
| 9,087 |
Total current assets |
|
| 825,732 |
|
| 582,017 |
Other assets |
|
|
|
|
|
|
Property, plant and equipment, net |
|
| 321,742 |
|
| 262,026 |
Goodwill |
|
| 195,369 |
|
| 148,296 |
Intangible assets, net |
|
| 187,616 |
|
| 137,850 |
Deferred income taxes |
|
| 108,025 |
|
| 106,454 |
Other non-current assets |
|
| 43,718 |
|
| 47,126 |
Total assets |
| $ | 1,682,202 |
| $ | 1,283,769 |
|
|
|
|
|
|
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LIABILITIES AND EQUITY |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Loans payable and current portion of long-term debt |
| $ | 25,136 |
| $ | 17,310 |
Accounts payable |
|
| 211,711 |
|
| 127,655 |
Accrued payrolls |
|
| 48,201 |
|
| 35,859 |
Accrued expenses and other current liabilities |
|
| 70,151 |
|
| 65,203 |
Total current liabilities |
|
| 355,199 |
|
| 246,027 |
Other liabilities |
|
|
|
|
|
|
Long-term debt, less current portion |
|
| 726,491 |
|
| 557,175 |
Postretirement and pension liabilities |
|
| 166,680 |
|
| 162,941 |
Other non-current liabilities |
|
| 77,152 |
|
| 62,594 |
Total liabilities |
|
| 1,325,522 |
|
| 1,028,737 |
Equity |
|
|
|
|
|
|
Total Ferro Corporation shareholders’ equity |
|
| 344,814 |
|
| 247,113 |
Noncontrolling interests |
|
| 11,866 |
|
| 7,919 |
Total liabilities and equity |
| $ | 1,682,202 |
| $ | 1,283,769 |
|
|
|
NYSE: FOE | February 28, 2018 | www.ferro.com |
Table 4
Ferro Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
| Three Months Ended |
| Twelve Months Ended | ||||||||
|
| December 31, (Unaudited) |
| December 31, | ||||||||
|
| 2017 |
| 2016 |
| 2017 |
| 2016 | ||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
| $ | (8,547) |
| $ | (20,595) |
| $ | 57,768 |
| $ | (19,887) |
Loss (gain) on sale of assets |
|
| 362 |
|
| 695 |
|
| (852) |
|
| (2,764) |
Depreciation and amortization |
|
| 14,045 |
|
| 13,206 |
|
| 50,085 |
|
| 46,805 |
Interest amortization |
|
| 1,121 |
|
| 362 |
|
| 3,496 |
|
| 1,353 |
Restructuring and impairment charges |
|
| 3,964 |
|
| 13,695 |
|
| 7,593 |
|
| 50,868 |
Loss on extinguishment of debt |
|
| — |
|
| — |
|
| 3,905 |
|
| — |
Accounts receivable |
|
| 19,100 |
|
| 22,477 |
|
| (25,852) |
|
| (21,893) |
Inventories |
|
| (15,583) |
|
| 10,182 |
|
| (46,962) |
|
| (10,271) |
Accounts payable |
|
| 25,569 |
|
| 4,371 |
|
| 26,150 |
|
| 1,162 |
Other current assets and liabilities, net |
|
| (17,842) |
|
| (859) |
|
| (29,497) |
|
| 8,620 |
Other adjustments, net |
|
| 27,910 |
|
| 12,354 |
|
| 38,956 |
|
| 8,637 |
Net cash provided by operating activities |
|
| 50,099 |
|
| 55,888 |
|
| 84,790 |
|
| 62,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures for property, plant and equipment and other long-lived assets |
|
| (20,418) |
|
| (6,728) |
|
| (50,552) |
|
| (24,945) |
Proceeds from sale of assets |
|
| — |
|
| 36 |
|
| — |
|
| 3,634 |
Proceeds from sale of equity method investment |
|
| — |
|
| — |
|
| 2,268 |
|
| — |
Business acquisitions, net of cash acquired |
|
| (59,264) |
|
| (118,094) |
|
| (131,194) |
|
| (129,511) |
Other investing |
|
| 16 |
|
| — |
|
| 567 |
|
| — |
Net cash (used in) investing activities |
|
| (79,666) |
|
| (124,786) |
|
| (178,911) |
|
| (150,822) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net (repayments) borrowings under loan payable |
|
| (8,831) |
|
| 1,990 |
|
| (19,634) |
|
| 4,596 |
Proceeds from revolving credit facility, maturing 2019 |
|
| — |
|
| 142,837 |
|
| 15,628 |
|
| 355,743 |
Principal payments on revolving credit facility, maturing 2019 |
|
| — |
|
| (64,492) |
|
| (327,183) |
|
| (214,188) |
Proceeds from term loan facility, maturing 2024 |
|
| — |
|
| — |
|
| 623,827 |
|
| — |
Principal payments on term loan facility, maturing 2024 |
|
| (1,640) |
|
| — |
|
| (4,872) |
|
| — |
Principal payments on term loan facility, maturing 2021 |
|
| — |
|
| (750) |
|
| (243,250) |
|
| (53,000) |
Proceeds from revolving credit facility, maturing 2022 |
|
| 110,818 |
|
| — |
|
| 180,605 |
|
| — |
Principal payments on revolving credit facility, maturing 2022 |
|
| (60,205) |
|
| — |
|
| (102,605) |
|
| — |
Principal payments on other long-term debt |
|
| (993) |
|
| — |
|
| (3,971) |
|
| — |
Proceeds from other long-term debt |
|
| — |
|
| — |
|
| 2,700 |
|
| — |
Payment of debt issuance costs |
|
| — |
|
| (50) |
|
| (12,927) |
|
| (711) |
Acquisition related contingent consideration payment |
|
| — |
|
| — |
|
| (1,315) |
|
| — |
Purchase of treasury stock |
|
| — |
|
| — |
|
| — |
|
| (11,429) |
Other financing activities |
|
| 1,178 |
|
| 570 |
|
| 1,360 |
|
| 986 |
Net cash provided by financing activities |
|
| 40,327 |
|
| 80,105 |
|
| 108,363 |
|
| 81,997 |
Effect of exchange rate changes on cash and cash equivalents |
|
| 580 |
|
| (6,181) |
|
| 3,727 |
|
| (6,603) |
Increase (decrease) in cash and cash equivalents |
|
| 11,340 |
|
| 5,026 |
|
| 17,969 |
|
| (12,798) |
Cash and cash equivalents at beginning of period |
|
| 52,211 |
|
| 40,556 |
|
| 45,582 |
|
| 58,380 |
Cash and cash equivalents at end of period |
| $ | 63,551 |
| $ | 45,582 |
| $ | 63,551 |
| $ | 45,582 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
| $ | 6,256 |
| $ | 2,454 |
| $ | 26,850 |
| $ | 17,486 |
Income taxes |
| $ | 9,043 |
| $ | 6,805 |
| $ | 25,662 |
| $ | 19,734 |
|
|
|
NYSE: FOE | February 28, 2018 | www.ferro.com |
Table 5
Ferro Corporation and Subsidiaries
Supplemental Information
Reconciliation of Reported Income to Adjusted Income
For the Three Months Ended December 31 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands, except per share amounts) |
|
| Cost of sales |
|
| Selling general and administrative expenses |
|
| Restructuring and impairment charges |
|
| Other expense, net |
|
| Income tax expense (benefit)4 |
|
| Net (loss) income attributable to common shareholders |
|
| Diluted (loss) earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2017 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported |
| $ | 272,074 |
| $ | 71,647 |
| $ | 3,696 |
| $ | 9,109 |
| $ | 29,564 |
| $ | (8,686) |
| $ | (0.10) |
Special items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring |
|
| — |
|
| — |
|
| (3,696) |
|
| — |
|
| 786 |
|
| 2,910 |
|
| 0.03 |
Pension1 |
|
| 603 |
|
| 3,249 |
|
| — |
|
| — |
|
| (1,548) |
|
| (2,304) |
|
| (0.03) |
Other2 |
|
| (3,141) |
|
| (7,154) |
|
| — |
|
| (409) |
|
| (21,940) |
|
| 32,644 |
|
| 0.38 |
Total special items5 |
|
| (2,538) |
|
| (3,905) |
|
| (3,696) |
|
| (409) |
|
| (22,702) |
|
| 33,250 |
|
| 0.39 |
As adjusted |
| $ | 269,536 |
| $ | 67,742 |
| $ | — |
| $ | 8,700 |
| $ | 6,862 |
| $ | 24,564 |
| $ | 0.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2016 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported |
| $ | 201,703 |
| $ | 75,597 |
| $ | 14,213 |
| $ | 15,210 |
| $ | (4,791) |
| $ | (20,936) |
| $ | (0.25) |
Special items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring |
|
| — |
|
| — |
|
| (14,213) |
|
| — |
|
| 356 |
|
| 13,857 |
|
| 0.16 |
Pension1 |
|
| (4,548) |
|
| (15,595) |
|
| — |
|
| — |
|
| 6,713 |
|
| 13,430 |
|
| 0.16 |
Other3 |
|
| (3,792) |
|
| (7,661) |
|
| — |
|
| (10,305) |
|
| 5,441 |
|
| 16,317 |
|
| 0.19 |
Total special items5 |
|
| (8,340) |
|
| (23,256) |
|
| (14,213) |
|
| (10,305) |
|
| 12,510 |
|
| 43,604 |
|
| 0.51 |
As adjusted |
| $ | 193,363 |
| $ | 52,341 |
| $ | — |
| $ | 4,905 |
| $ | 7,719 |
| $ | 22,668 |
| $ | 0.27 |
(1) | The adjustments relate to pension and other postretirement benefit mark-to-market adjustments and settlements. |
(2) | The adjustments to “Cost of Sales” primarily include the amortization of purchase accounting adjustments related to our recent acquisitions, and other acquisition costs. The adjustments to “Selling, general and administrative expenses” primarily include legal, professional and other expenses related to certain business development activities, as well as fees associated with certain reorganization projects. The adjustments to “Other expense, net” primarily relate to acquisition related costs. In addition to the tax impacts to adjustments at statutory rates discussed in note 4 below, an adjustment has also been made to adjust for the impact associated with the Tax Cut and Jobs Act that was recorded in the fourth quarter. |
(3) | 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 relate to impacts of currency-related items in Egypt and the impact of the loss on a foreign currency contract associated with the purchase of Cappelle. |
(4) | The tax rate reflects the reported tax rate, adjusted for special items being tax effected at the respective statutory rate where the item originated. |
(5) | 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. 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.
|
|
|
NYSE: FOE | February 28, 2018 | www.ferro.com |
Table 6
Ferro Corporation and Subsidiaries
Supplemental Information
Reconciliation of Reported Income to Adjusted Income
For the Twelve Months Ended December 31 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands, except per share amounts) |
|
| Cost of sales |
|
| Selling general and administrative expenses |
|
| Restructuring and impairment charges |
|
| Other expense, net |
|
| Income tax expense (benefit)4 |
|
| Net income (loss) attributable to common shareholders |
|
| Diluted earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2017 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported |
| $ | 980,521 |
| $ | 258,604 |
| $ | 11,409 |
| $ | 35,690 |
| $ | 52,750 |
| $ | 57,054 |
| $ | 0.67 |
Special items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring |
|
| — |
|
| — |
|
| (11,409) |
|
| — |
|
| 2,724 |
|
| 8,685 |
|
| 0.10 |
Pension1 |
|
| 603 |
|
| 3,249 |
|
| — |
|
| — |
|
| (1,548) |
|
| (2,304) |
|
| (0.03) |
Other2 |
|
| (8,774) |
|
| (21,580) |
|
| — |
|
| (3,470) |
|
| (12,956) |
|
| 46,780 |
|
| 0.55 |
Total special items5 |
|
| (8,171) |
|
| (18,331) |
|
| (11,409) |
|
| (3,470) |
|
| (11,780) |
|
| 53,161 |
|
| 0.62 |
As adjusted |
| $ | 972,350 |
| $ | 240,273 |
| $ | — |
| $ | 32,220 |
| $ | 40,970 |
| $ | 110,215 |
| $ | 1.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2016 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported |
| $ | 794,075 |
| $ | 241,702 |
| $ | 15,907 |
| $ | 31,163 |
| $ | 17,868 |
| $ | (20,817) |
| $ | (0.25) |
Special items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring |
|
| — |
|
| — |
|
| (15,907) |
|
| — |
|
| 878 |
|
| 15,029 |
|
| 0.18 |
Pension1 |
|
| (4,548) |
|
| (15,595) |
|
| — |
|
| — |
|
| 6,713 |
|
| 13,430 |
|
| 0.16 |
Other3 |
|
| (3,792) |
|
| (18,000) |
|
| — |
|
| (7,240) |
|
| 8,205 |
|
| 20,827 |
|
| 0.25 |
Discontinued operations |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 64,464 |
|
| 0.76 |
Total special items5 |
|
| (8,340) |
|
| (33,595) |
|
| (15,907) |
|
| (7,240) |
|
| 15,796 |
|
| 113,750 |
|
| 1.34 |
As adjusted |
| $ | 785,735 |
| $ | 208,107 |
| $ | — |
| $ | 23,923 |
| $ | 33,664 |
| $ | 92,933 |
| $ | 1.09 |
(1) | The adjustments relate to pension and other postretirement benefit mark-to-market adjustments and settlements. |
(2) | The adjustments to “Cost of Sales” primarily include the amortization of purchase accounting adjustments related to our recent acquisitions, and other acquisition costs. The adjustments to “Selling, general and administrative expenses” primarily include legal, professional and other expenses related to certain business development activities, as well as fees associated with certain reorganization projects. The adjustments to “Other expense, net” primarily relate to the FX loss incurred on our Euro-denominated term loan, a loss on an equity method investment, gains and losses on asset sales, debt extinguishment charges, gain on adjustments of a liability related to a divested business in Argentina, acquisition related costs and the gain recognized on increasing our ownership interest in Gardenia. In addition to the tax impacts to adjustments at statutory rates discussed in note 4 below, an adjustment has also been made to adjust for the impact associated with the Tax Cut and Jobs Act that was recorded in the fourth quarter. |
(3) | 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, as well as fees associated with certain reorganization projects. The adjustments to “Other expense, net” primarily relate to the gain on an asset sale that was recognized during the year, the finalization of the purchase price for the acquisition of Vetriceramici, impacts of currency-related items in Egypt and the impact of the loss on a foreign currency contract associated with the purchase of Cappelle. |
(4) | The tax rate reflects the reported tax rate, adjusted for special items being tax effected at the respective statutory rate where the item originated. |
(5) | 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. 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.
|
|
|
NYSE: FOE | February 28, 2018 | www.ferro.com |
Table 7
Ferro Corporation and Subsidiaries
Supplemental Information
Constant Currency Schedule of Adjusted Operating Profit (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended | ||||||||||
(Dollars in thousands) |
| December 31, | ||||||||||
|
| 2016 |
| Adjusted 20161 |
| 2017 |
| 2017 vs Adjusted 2016 | ||||
Segment net sales |
|
|
|
|
|
|
|
|
|
|
|
|
Performance Coatings |
| $ | 127,815 |
| $ | 132,009 |
| $ | 169,480 |
| $ | 37,471 |
Performance Colors and Glass |
|
| 94,568 |
|
| 98,265 |
|
| 123,920 |
|
| 25,655 |
Color Solutions |
|
| 58,954 |
|
| 60,487 |
|
| 84,143 |
|
| 23,656 |
Total segment net sales |
| $ | 281,337 |
| $ | 290,761 |
| $ | 377,543 |
| $ | 86,782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment adjusted gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
Performance Coatings |
| $ | 34,469 |
| $ | 35,903 |
| $ | 38,688 |
| $ | 2,785 |
Performance Colors and Glass |
|
| 35,540 |
|
| 36,810 |
|
| 42,699 |
|
| 5,889 |
Color Solutions |
|
| 18,589 |
|
| 18,865 |
|
| 26,150 |
|
| 7,285 |
Other costs of sales |
|
| (624) |
|
| (636) |
|
| 470 |
|
| 1,106 |
Total adjusted gross profit2 |
| $ | 87,974 |
| $ | 90,942 |
| $ | 108,007 |
| $ | 17,065 |
Adjusted gross profit percentage |
|
|
|
|
| 31.3% |
|
| 28.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Strategic services |
|
| 29,331 |
|
| 30,643 |
|
| 39,298 |
|
| 8,655 |
Functional services |
|
| 17,491 |
|
| 17,928 |
|
| 18,926 |
|
| 998 |
Incentive compensation |
|
| 3,553 |
|
| 3,617 |
|
| 4,649 |
|
| 1,032 |
Stock-based compensation |
|
| 1,966 |
|
| 1,966 |
|
| 4,869 |
|
| 2,903 |
Total adjusted selling, general and administrative expenses3 |
| $ | 52,341 |
| $ | 54,154 |
| $ | 67,742 |
| $ | 13,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating profit |
| $ | 35,633 |
| $ | 36,788 |
| $ | 40,265 |
| $ | 3,477 |
Adjusted operating profit as a % of net sales |
|
| 12.7% |
|
| 12.7% |
|
| 10.7% |
|
|
|
(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 5 for the reconciliation of adjusted gross profit for the three months ended December 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 December 31, 2017 and 2016, respectively. |
It should be noted that 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). 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 this financial measure 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.
|
|
|
NYSE: FOE | February 28, 2018 | www.ferro.com |
Table 8
Ferro Corporation and Subsidiaries
Supplemental Information
Constant Currency Schedule of Adjusted Operating Profit (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Twelve Months Ended | ||||||||||
(Dollars in thousands) |
| December 31, | ||||||||||
|
| 2016 |
| Adjusted 20161 |
| 2017 |
| 2017 vs Adjusted 2016 | ||||
Segment net sales |
|
|
|
|
|
|
|
|
|
|
|
|
Performance Coatings |
| $ | 526,981 |
| $ | 522,324 |
| $ | 594,029 |
| $ | 71,705 |
Performance Colors and Glass |
|
| 371,464 |
|
| 374,056 |
|
| 444,653 |
|
| 70,597 |
Color Solutions |
|
| 246,847 |
|
| 248,063 |
|
| 358,060 |
|
| 109,997 |
Total segment net sales |
| $ | 1,145,292 |
| $ | 1,144,443 |
| $ | 1,396,742 |
| $ | 252,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment adjusted gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
Performance Coatings |
| $ | 139,454 |
| $ | 138,882 |
| $ | 148,932 |
| $ | 10,050 |
Performance Colors and Glass |
|
| 136,365 |
|
| 137,147 |
|
| 159,622 |
|
| 22,475 |
Color Solutions |
|
| 84,457 |
|
| 84,588 |
|
| 116,456 |
|
| 31,868 |
Other costs of sales |
|
| (719) |
|
| (739) |
|
| (618) |
|
| 121 |
Total adjusted gross profit2 |
| $ | 359,557 |
| $ | 359,878 |
| $ | 424,392 |
| $ | 64,514 |
Adjusted gross profit percentage |
|
|
|
|
| 31.4% |
|
| 30.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Strategic services |
|
| 116,132 |
|
| 116,649 |
|
| 137,272 |
|
| 20,623 |
Functional services |
|
| 73,878 |
|
| 74,063 |
|
| 78,650 |
|
| 4,587 |
Incentive compensation |
|
| 10,852 |
|
| 10,897 |
|
| 12,581 |
|
| 1,684 |
Stock-based compensation |
|
| 7,245 |
|
| 7,245 |
|
| 11,770 |
|
| 4,525 |
Total adjusted selling, general and administrative expenses3 |
| $ | 208,107 |
| $ | 208,854 |
| $ | 240,273 |
| $ | 31,419 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating profit |
| $ | 151,450 |
| $ | 151,024 |
| $ | 184,119 |
| $ | 33,095 |
Adjusted operating profit as a % of net sales |
|
| 13.2% |
|
| 13.2% |
|
| 13.2% |
|
|
|
(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 6 for non-GAAP adjustments applicable to the twelve month period. |
(2) | Refer to Table 6 for the reconciliation of adjusted gross profit for the twelve months ended December 31, 2017 and 2016, respectively. |
(3) | Refer to Table 6 for the reconciliation of SG&A expenses to adjusted SG&A expenses for the twelve months ended December 31, 2017 and 2016, respectively. |
It should be noted that 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). 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 this financial measure 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.
|
|
|
NYSE: FOE | February 28, 2018 | www.ferro.com |
Table 9
Ferro Corporation and Subsidiaries
Supplemental Information
Reconciliation of Net (loss) income attributable to Ferro Corporation
common shareholders to Adjusted EBITDA (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
| Three Months Ended |
| Twelve Months Ended | ||||||||||||
|
| December 31, |
| December 31, | ||||||||||||
|
| 2017 |
| 2016 |
| 2017 |
| 2016 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to Ferro Corporation common shareholders |
| $ | (8,686) |
|
| $ | (20,936) |
|
| $ | 57,054 |
|
| $ | (20,817) |
|
Less: Net income attributable to noncontrolling interests |
|
| 139 |
|
|
| 341 |
|
|
| 714 |
|
|
| 930 |
|
Loss from discontinued operations, net of income taxes |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 64,464 |
|
Restructuring and impairment charges |
|
| 3,696 |
|
|
| 14,213 |
|
|
| 11,409 |
|
|
| 15,907 |
|
Other expense, net |
|
| 1,276 |
|
|
| 9,242 |
|
|
| 7,936 |
|
|
| 9,616 |
|
Interest expense |
|
| 7,833 |
|
|
| 5,968 |
|
|
| 27,754 |
|
|
| 21,547 |
|
Income tax expense (benefit) |
|
| 29,564 |
|
|
| (4,791) |
|
|
| 52,750 |
|
|
| 17,868 |
|
Depreciation and amortization |
|
| 15,166 |
|
|
| 13,568 |
|
|
| 53,581 |
|
|
| 48,158 |
|
Less: interest amortization expense and other |
|
| (1,121) |
|
|
| (362) |
|
|
| (3,496) |
|
|
| (1,353) |
|
Cost of sales adjustments1 |
|
| 2,538 |
|
|
| 4,721 |
|
|
| 8,171 |
|
|
| 4,721 |
|
SG&A adjustments1 |
|
| 3,905 |
|
|
| 23,256 |
|
|
| 18,331 |
|
|
| 33,595 |
|
Adjusted EBITDA |
| $ | 54,310 |
|
| $ | 45,220 |
|
| $ | 234,204 |
|
| $ | 194,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
| $ | 377,543 |
|
| $ | 281,337 |
|
| $ | 1,396,742 |
|
| $ | 1,145,292 |
|
Adjusted EBITDA as a % of net sales |
|
| 14.4 | % |
|
| 16.1 | % |
|
| 16.8 | % |
|
| 17.0 | % |
(1) | For details of Non-GAAP adjustments, refer to Table 5 and Table 6 for the reconciliation of cost of sales to adjusted cost of sales and SG&A to adjusted SG&A for the three and twelve months ended December 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 this financial measure to the most comparable U.S. GAAP financial measure is presented. Adjusted EBITDA is net income (loss) attributable to Ferro Corporation common shareholders before the effects of net income attributable to noncontrolling interests, discontinued operations, restructuring and impairment charges, other (income) expense, 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.
|
|
|
NYSE: FOE | February 28, 2018 | www.ferro.com |
Table 10
Ferro Corporation and Subsidiaries
Supplemental Information
Change in Net Debt (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
| Three Months Ended |
| Twelve Months Ended | ||||||||
|
| December 31, |
| December 31, | ||||||||
|
| 2017 |
| 2016 |
| 2017 |
| 2016 | ||||
Beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
Gross debt |
| $ | 699,684 |
| $ | 491,243 |
| $ | 578,205 |
| $ | 478,087 |
Cash |
|
| 52,211 |
|
| 40,556 |
|
| 45,582 |
|
| 58,380 |
Debt, net of cash |
|
| 647,473 |
|
| 450,687 |
|
| 532,623 |
|
| 419,707 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized debt issuance costs |
|
| 7,743 |
|
| 3,922 |
|
| 3,720 |
|
| 4,533 |
Debt, net of cash and unamortized debt issuance costs |
|
| 639,730 |
|
| 446,765 |
|
| 528,903 |
|
| 415,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
End of period |
|
|
|
|
|
|
|
|
|
|
|
|
Gross debt |
|
| 759,078 |
|
| 578,205 |
|
| 759,078 |
|
| 578,205 |
Cash |
|
| 63,551 |
|
| 45,582 |
|
| 63,551 |
|
| 45,582 |
Debt, net of cash |
|
| 695,527 |
|
| 532,623 |
|
| 695,527 |
|
| 532,623 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized debt issuance costs |
|
| 7,451 |
|
| 3,720 |
|
| 7,451 |
|
| 3,720 |
Debt, net of cash and unamortized debt issuance costs |
|
| 688,076 |
|
| 528,903 |
|
| 688,076 |
|
| 528,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change from FX on Euro term loan debt |
|
| (5,005) |
|
| - |
|
| (33,883) |
|
| - |
Assumption of debt from acquisitions |
|
| (15,431) |
|
| (10,320) |
|
| (23,406) |
|
| (10,320) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Period (increase) in debt, net of cash, unamortized debt issuance costs, FX, and assumption of debt from acquisitions |
| $ | (27,618) |
| $ | (71,616) |
| $ | (105,615) |
| $ | (102,596) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Period (increase) in debt, net of cash and unamortized debt issuance costs |
| $ | (48,346) |
| $ | (82,138) |
| $ | (159,173) |
| $ | (113,729) |
It should be noted that the change in net debt 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 this financial measure to the most comparable U.S. GAAP financial measure is presented. We believe that given the significant cash and cash equivalents on the balance sheet that the change in cash against outstanding debt, net debt, between periods is a meaningful measure.
|
|
|
NYSE: FOE | February 28, 2018 | www.ferro.com |
Table 11
Ferro Corporation and Subsidiaries
Supplemental Information
Adjusted Cash Flow from Continuing Operations (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended |
| Twelve Months Ended | ||||||||
| December 31, 2017 |
| December 31, 2016 |
| December 31, 2017 |
| December 31, 2016 | ||||
| As Adjusted | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA1 | $ | 54,310 |
| $ | 45,220 |
| $ | 234,204 |
| $ | 194,636 |
Capital expenditures |
| (11,990) |
|
| (6,729) |
|
| (34,249) |
|
| (24,025) |
Working capital |
| 32,996 |
|
| 29,015 |
|
| (42,754) |
|
| (33,280) |
Cash income taxes |
| (9,043) |
|
| (6,805) |
|
| (25,662) |
|
| (19,734) |
Cash interest |
| (6,256) |
|
| (2,454) |
|
| (26,850) |
|
| (17,486) |
Pension |
| (2,494) |
|
| (2,415) |
|
| (4,533) |
|
| (5,336) |
Incentive compensation payments |
| - |
|
| - |
|
| (12,224) |
|
| (8,802) |
Other |
| (1,394) |
|
| (3,324) |
|
| 2,203 |
|
| (622) |
Adjusted Cash Flow from Continuing Operations |
| 56,129 |
|
| 52,508 |
|
| 90,135 |
|
| 85,351 |
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
| - |
|
| - |
|
| - |
|
| (32,534) |
Restructuring/Other |
| (18,925) |
|
| (1,887) |
|
| (34,219) |
|
| (5,152) |
|
|
|
|
|
|
|
|
|
|
|
|
(Outflows) from M&A activity |
| (64,822) |
|
| (122,237) |
|
| (148,604) |
|
| (138,832) |
Debt issuance costs |
| - |
|
| - |
|
| (12,927) |
|
| - |
Stock repurchase |
| - |
|
| - |
|
| - |
|
| (11,429) |
|
|
|
|
|
|
|
|
|
|
|
|
Period (increase) in debt, net of cash, unamortized debt issuance costs, FX, and assumption of debt from acquisitions2 | $ | (27,618) |
| $ | (71,616) |
| $ | (105,615) |
| $ | (102,596) |
|
|
|
|
|
|
|
|
|
|
|
|
Change in unamortized debt issuance costs |
| (292) |
|
| (202) |
|
| 3,731 |
|
| (813) |
Change from FX on Euro term loan debt |
| (5,005) |
|
| - |
|
| (33,883) |
|
| - |
Assumption of debt from acquisitions |
| (15,431) |
|
| (10,320) |
|
| (23,406) |
|
| (10,320) |
|
|
|
|
|
|
|
|
|
|
|
|
Period (increase) in debt, net of cash and unamortized debt issuance costs | $ | (48,346) |
| $ | (82,138) |
| $ | (159,173) |
| $ | (113,729) |
(1) | See Table 9 for the reconciliation of net income (loss) attributable to Ferro Corporation common shareholders to adjusted EBITDA. |
(2) | See Table 10 for the reconciliation of period change in debt, net of cash, unamortized debt issuance costs, FX and assumption of debt from acquisitions. |
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 (income) expense, 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.
|
|
|
NYSE: FOE | February 28, 2018 | www.ferro.com |