Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 16, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | GrafTech International LTD. | |
Entity Central Index Key | 931,148 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 302,225,923 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 166,140 | $ 13,365 |
Accounts and notes receivable, net of allowance for doubtful accounts of $1,406 as of June 30, 2018 and $1,097 as of December 31, 2017 | 220,631 | 116,841 |
Inventories | 251,328 | 174,151 |
Prepaid expenses and other current assets | 54,304 | 44,872 |
Current assets of discontinued operations | 1,847 | 5,313 |
Total current assets | 694,250 | 354,542 |
Property, plant and equipment | 667,664 | 642,651 |
Less: accumulated depreciation | 152,923 | 129,810 |
Net property, plant and equipment | 514,741 | 512,841 |
Deferred income taxes | 60,355 | 30,768 |
Goodwill | 171,117 | 171,117 |
Other assets | 126,452 | 129,835 |
Total assets | 1,566,915 | 1,199,103 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 88,112 | 69,110 |
Short-term debt | 106,378 | 16,474 |
Accrued income and other taxes | 37,865 | 9,737 |
Other accrued liabilities | 36,271 | 53,226 |
Short-term liabilities of discontinued operations | 2,761 | 3,412 |
Total current liabilities | 271,387 | 151,959 |
Long-term debt | 2,103,628 | 322,900 |
Other long-term obligations | 71,006 | 68,907 |
Deferred income taxes | 49,736 | 41,746 |
Due to Related Parties, Noncurrent | 61,801 | 0 |
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent | 376 | 376 |
Stockholders’ equity: | ||
Preferred stock, par value $.01, 300,000,000 shares authorized, none issued | 0 | 0 |
Common stock, par value $.01, 3,000,000,000 shares authorized, 302,225,923 shares issued as of June 30, 2018 and December 31, 2017 | 3,022 | 3,022 |
Additional paid-in capital | 851,496 | 851,315 |
Accumulated other comprehensive income | 32,250 | 20,289 |
Accumulated deficit | (1,877,787) | (261,411) |
Total stockholders’ (deficit) equity | (991,019) | 613,215 |
Total liabilities and stockholders’ equity | $ 1,566,915 | $ 1,199,103 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts and notes receivable, net of allowance for doubtful accounts | $ 1,097 | $ 1,406 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 300,000,000 | 300,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 302,225,923 | 302,225,923 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net sales | $ 456,332 | $ 116,314 | $ 908,231 | $ 221,053 |
Cost of sales | 165,910 | 106,434 | 311,059 | 209,887 |
Gross profit | 290,422 | 9,880 | 597,172 | 11,166 |
Research and development | 581 | 933 | 1,010 | 1,754 |
Selling and administrative expenses | 16,239 | 12,169 | 32,115 | 23,824 |
Operating loss | 273,602 | (3,222) | 564,047 | (14,412) |
Other expense (income), net | (974) | 1,423 | 1,031 | 4,727 |
Related Party Transaction, Amounts of Transaction | 61,801 | 0 | 61,801 | 0 |
Interest expense | 28,667 | 7,902 | 66,532 | 15,448 |
Interest income | (391) | (139) | (506) | (262) |
Loss from continuing operations before provision for income taxes | 184,499 | (12,408) | 435,189 | (34,325) |
Provision for (benefit from) income taxes | (17,264) | 925 | 11,379 | 1,286 |
Net income (loss) from continuing operations | 201,763 | (13,333) | 423,810 | (35,611) |
(Loss) income from discontinued operations, net of tax | (315) | (4,050) | 1,311 | (8,116) |
Net loss | $ 201,448 | $ (17,383) | $ 425,121 | $ (43,727) |
Net income (loss) per share (usd per share) | $ 0.67 | $ (0.06) | $ 1.41 | $ (0.14) |
Income (Loss) from Continuing Operations, Per Basic Share | $ 0.67 | $ (0.04) | $ 1.40 | $ (0.12) |
Weighted Average Number of Shares Outstanding, Basic | 302,225,923 | 302,225,923 | 302,225,923 | 302,225,923 |
Income (loss) from continuing operations per common share (usd per share) | $ 0.67 | $ (0.06) | $ 1.41 | $ (0.14) |
Income (Loss) from Continuing Operations, Per Diluted Share | $ 0.67 | $ (0.04) | $ 1.40 | $ (0.12) |
Weighted average common shares outstanding (shares) | 302,231,431 | 302,225,923 | 302,228,712 | 302,225,923 |
Other comprehensive income: | ||||
Net income (loss) | $ 201,448 | $ (17,383) | $ 425,121 | $ (43,727) |
Foreign currency translation adjustments | (18,818) | 8,755 | (13,778) | 13,595 |
Commodities and foreign currency derivatives and other, net of tax of $10, $13 and $(12), respectively | 31,852 | 0 | 25,739 | 0 |
Other comprehensive (loss) income, net of tax | 13,034 | 8,755 | 11,961 | 13,595 |
Comprehensive loss | $ 214,482 | $ (8,628) | $ 437,082 | $ (30,132) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flow from operating activities: | ||
Net income (loss) | $ 425,121 | $ (43,727) |
Adjustments to reconcile net income (loss) to cash provided by operations: | ||
Depreciation and amortization | 31,696 | 33,294 |
Impairments | 0 | 5,300 |
Deferred income tax provision | (22,011) | (993) |
Loss on extinguishment of debt | 23,827 | 0 |
Interest expense | 2,161 | 3,382 |
Other charges, net | 6,879 | 4,846 |
Net change in working capital | (158,588) | 157 |
Change in long-term assets and liabilities | 68,590 | 1,214 |
Net cash provided by operating activities | 377,675 | 3,473 |
Cash flow from investing activities: | ||
Capital expenditures | (28,735) | (13,445) |
Proceeds from the sale of assets | 841 | 3,156 |
Net cash used in investing activities | (27,894) | (10,289) |
Cash flow from financing activities: | ||
Short-term debt, net | (12,571) | (4,927) |
Revolving Facility borrowings | 0 | 30,000 |
Revolving Facility reductions | (45,692) | (18,000) |
Debt issuance costs | (26,283) | 0 |
Proceeds from the issuance of long-term debt, net of original issuance discount | 2,235,000 | 0 |
Repayment of Senior Notes | (304,782) | 0 |
Related party Promissory Note repayment | (750,000) | 0 |
Dividends paid | (1,291,494) | 0 |
Net cash (used in) provided by financing activities | (195,822) | 7,073 |
Net change in cash and cash equivalents | 153,959 | 257 |
Effect of exchange rate changes on cash and cash equivalents | (1,184) | 63 |
Cash and cash equivalents at beginning of period | 13,365 | 11,610 |
Cash and cash equivalents at end of period | 166,140 | |
Increase (Decrease) in Operating Assets | ||
Accounts and notes receivable, net | (110,700) | 1,136 |
Inventories | (82,565) | 5,999 |
Prepaid expenses and other current assets | 8,284 | (1,509) |
Change in accounts payable and accruals | 21,075 | (5,499) |
Increase in interest payable | 5,318 | 30 |
Net change in working capital | $ (158,588) | $ 157 |
Organization And Summary Of Sig
Organization And Summary Of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization And Summary Of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies A. Organization GrafTech International Ltd. (the “Company”) is a leading manufacturer of high quality graphite electrode products essential to the production of electric arc furnace steel and other ferrous and non-ferrous metals. References herein to “we,” “our,” or “us” refer collectively to GrafTech International Ltd. and its subsidiaries. On August 15, 2015, we became an indirect wholly owned subsidiary of Brookfield Asset Management Inc. (together with its affiliates, “Brookfield”) through a tender offer to our former stockholders and subsequent merger transaction. On April 23, 2018, the Company completed its initial public offering ("IPO"). See Note 12 "Stockholders' Equity" for more information regarding these transactions. The Company’s only reportable segment, Industrial Materials, is comprised of our two major product categories: graphite electrodes and petroleum needle coke products. Needle coke is the key raw material used in the production of graphite electrodes. The Company's vision is to provide the highest quality graphite electrodes and the best customer service all while striving to be the lowest cost producer. We previously operated an Engineered Solutions business segment. See Note 2 “Discontinued Operations and Assets Held for Sale” for further information. All results from the Engineered Solutions business have been excluded from continuing operations, unless otherwise indicated. B. Basis of Presentation The interim Condensed Consolidated Financial Statements are unaudited; however, in the opinion of management, they have been prepared in accordance with Rule 10-01 of Regulation S-X and in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The December 31, 2017 financial position data included herein was derived from the audited condensed consolidated financial statements included in our Registration Statement on Form S-1 filed on April 13, 2018 but does not include all disclosures required by GAAP in audited financial statements. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the accompanying notes, contained in our Registration Statement on Form S-1 filed on April 13, 2018. The unaudited condensed consolidated financial statements reflect all adjustments (all of which are of a normal, recurring nature) which management considers necessary for a fair statement of financial position, results of operations, comprehensive income and cash flows for the interim periods presented. The results for the interim periods are not necessarily indicative of results which may be expected for any other interim period or for the full year. Earnings per share The calculation of basic earnings per share is based on the number of common shares outstanding after giving effect to the stock split effected on April 12, 2018 (see Note 12 “Stockholders' Equity”). Diluted earnings per share recognizes the dilution that would occur if stock options or preferred shares were exercised or converted into common shares. See Note 13 "Earnings Per Share". C. New Accounting Standards Recently Adopted Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) . The Company adopted ASU 2014-09 and its related amendments (collectively known as ASC 606) effective on January 1, 2018 using the modified retrospective method. Please see Note 3 "Revenue from Contracts with Customers" for the required disclosures related to the impact of adopting this standard and a discussion of the Company's updated policies related to revenue recognition. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Payments, clarifying guidance on the classification of certain cash receipts and payments in the statement of cash flows. The adoption of ASU 2016-15 on January 1, 2018 did not have a material impact on our consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, Compensation-Retirement Benefits (Topic 715). This standard requires an entity to report the service cost component in the same line item as other compensation costs. The other components of net (benefit) cost including our annual mark-to-market re-measurement, will be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The adoption of ASU No. 2017-07 on January 1, 2018 changed the presentation of benefit expenses, but did not have a material impact on our consolidated financial statements. The components of the net (benefit) cost are shown in Note 4, "Retirement Plans and Postretirement Benefits." The following table summarizes the adjustments made to conform prior period classifications to the new guidance: For the Three Months Ended June 30, 2017 For the Six Months Ended June 30, 2017 (dollars in thousands) As Reported Effect of Accounting Change As Adjusted As Reported Effect of Accounting Change As Adjusted Cost of Sales $ 106,635 $ (201 ) $ 106,434 $ 210,289 $ (402 ) $ 209,887 Research and development 943 (10 ) 933 1,772 (18 ) 1,754 Selling and administrative expenses 12,195 (26 ) 12,169 23,878 (54 ) 23,824 Other (income) expense, net 1,186 237 1,423 4,253 474 4,727 For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 (dollars in thousands) As Reported Effect of Accounting Change As Adjusted As Reported Effect of Accounting Change As Adjusted Cost of Sales $ 462,848 $ 206 $ 463,054 $ 466,990 $ 1,212 $ 468,202 Research and development 2,951 505 3,456 2,399 135 2,534 Selling and administrative expenses 49,479 3,027 52,506 57,784 731 58,515 Other (income) expense, net 1,634 (3,738 ) (2,104 ) (2,188 ) (2,078 ) (4,266 ) Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Under this new guidance, a company will now recognize most leases on its balance sheet as lease liabilities with corresponding right-of-use assets. This ASU is effective for fiscal years beginning after December 15, 2018. The Company has compiled its lease inventory and is currently evaluating the contracts and the impact of the adoption of this standard on its financial position, results of operations or cash flows. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350). This guidance was issued to simplify the accounting for goodwill impairment. The guidance removes the second step of the goodwill impairment test, which requires that a hypothetical purchase price allocation be performed to determine the amount of impairment, if any. Under this new guidance, a goodwill impairment charge will be based on the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance will become effective on a prospective basis for the Company on January 1, 2020 with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of the adoption of this standard on its results of operations. |
Discontinued Operations and Rel
Discontinued Operations and Related Assets Held for Sale | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Discontinued Operations and Related Assets Held for Sale On February 26, 2016, the Company announced that it had initiated a strategic review of its Engineered Solutions business segment to better direct its resources and simplify its operations. As of June 30, 2016, the Engineered Solutions segment qualified for reporting as discontinued operations as its divestiture represents a strategic shift for the Company. During 2016, we evaluated the fair value of the Engineered Solutions business segment utilizing the market approach (Level 3 measure). As a result, we incurred an impairment charge to our Engineered Solutions business segment of $120 million to align the carrying value with estimated fair value. We continued to update this estimate and during 2017, we further reduced the estimated fair value by $5.3 million . On November 30, 2016, we completed the sale of our Fiber Materials Inc. business, which was a business line within our former Engineered Solutions business. The sale resulted in cash proceeds of $15.9 million and a loss of $0.2 million . We have the ability to realize up to $8.5 million of additional proceeds based on the earnings of the Fiber Materials business over the 24 months following the transaction. We have elected to record this contingent consideration as it is realized and accordingly, it has not been recognized to date. On July 3, 2017, we completed the sale of our Advanced Energy Technologies ("AET") business. AET was a product line within our Engineered Solutions business which had been classified as held for sale since the second quarter of 2016. The sale resulted in cash proceeds of $28.5 million . On September 30, 2017, we completed the sale of the majority of the U.S. assets of our GrafTech Advanced Graphite Materials ("GAGM") business, which was a component of our Engineered Solutions business. The sale of the Italian GAGM assets closed on October 5, 2017. In the jurisdictions where the GAGM assets were not acquired, we initiated the wind‑down of the business. The sale was structured as a non‑cash transaction with the buyer assuming certain liabilities associated with the assets acquired. In addition, GrafTech retained certain current assets of GAGM, mostly receivables, which have been substantially realized in the fourth quarter of 2017. The disposition of the Engineered Solutions business is now substantially complete and, in accordance with our Old Credit Agreement (as defined below), all cash proceeds from these sales were used to pay down our $225 million revolving facility (the "Old Revolving Facility") and the $40 million senior secured delayed draw term loan facility (the "Old Term Loan Facility"). The following tables summarize the results of the Engineered Solutions business segment, reclassified as discontinued operations for the three and six months ended June 30, 2018 and 2017 . For the Three Months For the Six Months 2018 2017 2018 2017 (in thousands) Net sales $ 13 $ 32,428 $ 2,468 $ 64,193 Cost of sales 142 28,610 1,335 57,022 Gross (loss) profit (129 ) 3,818 1,133 7,171 Research and development — 711 — 1,281 Selling and administrative expenses 114 4,106 (244 ) 7,800 Gain on sale of assets — — — — Impairments — 2,800 — 5,300 Operating (loss) income (243 ) (3,799 ) 1,377 (7,210 ) Other (income) expense 72 (47 ) 66 (18 ) Interest expense — 524 — 1,133 (Loss) income from discontinued operations before income taxes (315 ) (4,276 ) 1,311 (8,325 ) Benefit from income taxes on discontinued operations — (226 ) — (209 ) (Loss) income from discontinued operations $ (315 ) $ (4,050 ) $ 1,311 $ (8,116 ) The significant components of our Statements of Cash Flows for the Engineered Solutions business segment held for sale are as follows: For the Six Months 2018 2017 (dollars in thousands) Depreciation and amortization $ — $ 2,311 Impairment — 5,300 Deferred income taxes — (209 ) Capital expenditures — 432 The following table summarizes the carrying value of the assets and liabilities of discontinued operations as of June 30, 2018 and December 31, 2017 . As of As of (dollars in thousands) Assets of discontinued operations: Accounts receivable $ 1,234 $ 3,351 Inventories 191 502 Prepaid expenses and other current assets 326 1,137 Net property plant and equipment — 226 Other assets 96 97 Total assets of discontinued operations 1,847 5,313 Liabilities of discontinued operations: Accounts payable $ 905 $ 512 Accrued income and other taxes 181 158 Other accrued liabilities 1,675 2,742 Total current liabilities of discontinued operations 2,761 3,412 Other long-term obligations 376 376 Total liabilities of discontinued operations $ 3,137 $ 3,788 |
Revenue From Contracts with Cus
Revenue From Contracts with Customers | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The Company adopted ASC 606 on January 1, 2018. The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company's goods and will provide financial statement readers with enhanced disclosures. The reported results for 2018 reflect the application of ASC 606 guidance while the reported results for 2017 were prepared under the guidance of ASC 605, Revenue Recognition (ASC 605), which is also referred to herein as "legacy GAAP" or the "previous guidance". Financial Statement Impact of Adopting ASC 606 The Company adopted ASC 606 effective January 1, 2018 using the modified retrospective method. Under this method, we could elect to apply the cumulative effect method to either all contracts as of the date of initial application or only to contracts that are not complete as of that date. We elected to apply the modified retrospective method to contracts that are not complete as of the date of initial application. The cumulative effect of applying the new guidance to all contracts with customers that were not completed as of January 1, 2018 was to be recorded as an adjustment to accumulated deficit as of the adoption date. As a result of using the modified retrospective method, there were no adjustments that were made to accounts on the Company's consolidated balance sheet as of January 1, 2018. Impact of the adoption of ASC 606 on accounting policies In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods. To achieve this core principle, the following five steps are performed: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The Company sells the majority of its products directly to steel manufacturers located in various jurisdictions. The Company’s contracts consist of longer-term take-or-pay sales contracts of graphite electrodes with terms of up to five years and short-term purchase orders (deliveries within one year). Collectability is assessed based on the customer’s ability and intention to pay, reviewing a variety of factors including the customer’s historical payment experience and published credit and financial information pertaining to the customer. Additionally, for multi-year contracts, we may require the customer to post a bank guarantee, guarantee of a parent, a letter of credit or a significant pre-payment. The promises of delivery of graphite electrodes represent the distinct performance obligations of our contracts. A small portion of our sales consist of deliveries of by-products of the manufacturing processes, such as graphite powders, naphta and gasoil. Given their nature, the Company’s performance obligations are satisfied at a point in time when control of the products has been transferred to the customer. In most cases, control transfer is deemed to happen at the delivery point of the products defined under the incoterms, usually at time of loading the truck or the vessel. The Company has elected to treat the transportation activity as a fulfilment activity instead of as a distinct performance obligation, and outbound freight cost is accrued when the product delivery promises are satisfied. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods to the customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer are excluded from the transaction price. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company’s contracts and customary practices involve few rebates or discounts. The Company provides a limited warranty on its products and may issue credit notes or replace products free of charge for valid quality claims; historically, quality claims have been insignificant and the Company records appropriate accruals for the estimated credit notes based on the historical statistical experience. Certain contracts provide for limited rebates when deliveries are late versus committed dates. These rebates are accrued for based on historical statistics of late deliveries on the contracts to which those terms apply. Contracts that contain multiple distinct performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price basis. The Company regularly reviews market conditions and internally approved pricing guidelines to determine stand-alone selling prices for the different types of its customer contracts. The stand-alone prices as known at contract inception are utilized as the basis to allocate the transaction price to the distinct performance obligations. The allocation of the transaction price to the performance obligations remains unchanged if stand-alone selling prices change after contract inception. The Company expenses sales commissions as earned as their amortization period would not extend beyond the year in which they are incurred. These costs are recorded within selling and administrative expense. Disaggregation of Revenue The following table provides information about disaggregated revenue by type of product and contract for the three and six months ended months ended June 30, 2018 : For the Three Months Ended June 30, 2018 For the Six Months Ended June 30, 2018 (dollars in thousands) Graphite Electrodes - Three-to-five-year contracts $ 345,246 $ 617,447 Graphite Electrodes - Short-term contracts 96,823 264,418 By-products 14,263 26,366 Total Revenues $ 456,332 $ 908,231 Impact of New Revenue Guidance on Financial Statement Line Items There would be no differences to the reported consolidated balance sheet, statement of operations and cash flows, as of and for the six months ended June 30, 2018 , had the previous revenue guidance still been in effect. Contract Balances Receivables, net of allowances for doubtful accounts, were $220.6 million as of June 30, 2018 and $116.8 million as of December 31, 2017. Accounts receivables are recorded when the right to consideration becomes unconditional. Payment terms on invoices range from 30 to 120 days depending on the customary business practices of the jurisdictions in which we do business. Certain short-term and longer-term sales contracts require up-front payments prior to the Company’s fulfilment of any performance obligation. These contract liabilities are recorded as current or long-term deferred revenue, depending on the lag between the pre-payment and the expected delivery of the related products. Current deferred revenue is included in "Other accrued liabilities" and long-term deferred revenue is included in "Other long-term obligations" on the Consolidated Balance Sheets. The following table provides information about deferred revenue from contracts with customers (in thousands): Current deferred revenue Long-Term deferred revenue (dollars in thousands) Balance as of December 31, 2017 $ 20,784 $ — Revenue recognized that was included in the deferred revenue balance at the beginning of the period (20,604 ) — Increases due to cash received, excluding amounts recognized as revenue during the period 467 8,242 Foreign currency impact $ (92 ) (510 ) Balance as of June 30, 2018 $ 555 $ 7,732 Transaction Price Allocated to the Remaining Performance Obligations The following table presents estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands). The estimated revenues do not include contracts with original duration of one year or less. Three-to-five-year take-or-pay contracts (dollars in thousands) Remainder of 2018 714,709 2019 1,347,005 2020 1,270,684 2021 1,114,294 Thereafter 1,085,725 Total $ 5,532,417 In addition to the expected remaining revenue to be recognized with the longer-term sales contracts, the Company recorded $617.4 million of revenue pursuant to these contracts in the six months ended June 30, 2018 . |
Benefit Plans
Benefit Plans | 6 Months Ended |
Jun. 30, 2018 | |
Retirement Benefits [Abstract] | |
Benefit Plans | Retirement Plans and Postretirement Benefits The components of our consolidated net pension costs are set forth in the following table: For the Three Months For the Six Months 2018 2017 2018 2017 (Dollars in thousands) Service cost $ 498 $ 496 $ 996 $ 992 Interest cost 1,241 1,385 2,482 2,769 Expected return on plan assets (1,502 ) (1,389 ) (3,004 ) (2,777 ) Net cost $ 237 $ 492 $ 474 $ 984 The components of our consolidated net postretirement costs are set forth in the following table: For the Three Months For the Six Months 2018 2017 2018 2017 (Dollars in thousands) Service cost $ — $ 1 $ — $ 1 Interest cost 251 241 502 483 Net cost $ 251 $ 242 $ 502 $ 484 |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Other Intangible Assets | Goodwill and Other Intangible Assets We are required to review goodwill and indefinite-lived intangible assets annually for impairment. Goodwill impairment is tested at the graphite electrodes reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The following tables represent the changes in the carrying value of goodwill and intangibles for the six months ended June 30, 2018 : Goodwill (Dollars in thousands) Balance as of December 31, 2017 $ 171,117 Adjustments — Balance as of June 30, 2018 $ 171,117 Intangible Assets As of June 30, 2018 As of December 31, 2017 Gross Carrying Amount Accumulated Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (Dollars in Thousands) Trade name $ 22,500 $ (6,629 ) $ 15,871 $ 22,500 $ (5,512 ) $ 16,988 Technological know-how 55,300 (20,502 ) 34,798 55,300 (17,265 ) 38,035 Customer –related intangible 64,500 (12,859 ) 51,641 64,500 (10,637 ) 53,863 Total finite-lived intangible assets $ 142,300 $ (39,990 ) $ 102,310 $ 142,300 $ (33,414 ) $ 108,886 Amortization expense of acquired intangible assets was $3.3 million and $3.5 million in the three months ended June 30, 2018 and 2017 , respectively, and $6.6 million and $6.9 million in the six months ended June 30, 2018 and 2017 , respectively. Estimated amortization expense will approximate $6.3 million in the remainder of 2018 , $12.2 million in 2019, $11.4 million in 2020, $10.7 million in 2021 and $10.1 million in 2022. |
Debt And Liquidity
Debt And Liquidity | 6 Months Ended |
Jun. 30, 2018 | |
Long-term Debt and Capital Lease Obligations [Abstract] | |
Debt And Liquidity | Debt and Liquidity The following table presents our long-term debt: As of As of (Dollars in thousands) Old Credit Facility (Old Revolving Facility and Old Term Loan Facility) $ — $ 58,192 Senior Notes — 280,586 2018 Credit Facility (2018 Term Loan and 2018 Revolving Facility) 2,209,075 — Other Debt 931 596 Total Debt 2,210,006 339,374 Less: Short-term Debt (106,378 ) (16,474 ) Long-term Debt $ 2,103,628 $ 322,900 The fair value of debt approximated the book value of $2,210.0 million as of June 30, 2018 . Senior Notes On November 20, 2012, the Company issued $ 300 million principal amount of 6.375% Senior Notes due 2020 (the "Senior Notes"). The Senior Notes were the Company's senior unsecured obligations and ranked pari passu with all of the Company's existing and future senior unsecured indebtedness. The Senior Notes were guaranteed on a senior unsecured basis by each of the Company's existing and future subsidiaries that guarantee certain other indebtedness of the Company or another guarantor. The Senior Notes bore interest at a rate of 6.375% per year, payable semi-annually in arrears on May 15 and November 15 of each year. The Senior Notes were scheduled to mature on November 15, 2020. The Company was entitled to redeem some or all of the Senior Notes at any time on or after November 15, 2016 at the redemption prices set forth in the indenture for the Senior Notes. If, prior to maturity, a change in control (as defined in the indenture) of the Company occurred and thereafter certain downgrades of the ratings of the Senior Notes as specified in the indenture occurred, the Company would have been required to offer to repurchase any or all of the Senior Notes at a repurchase price equal to 101% of the aggregate principal amount of the Senior Notes, plus any accrued and unpaid interest. The indenture for the Senior Notes also contained covenants that, among other things, limited the ability of the Company and certain of its subsidiaries to: (i) create liens or use assets as security in other transactions; (ii) engage in certain sale or leaseback transactions; and (iii) merge, consolidate or sell, transfer, lease or dispose of substantially all of their assets. The indenture for the Senior Notes also contained customary events of default, including (i) failure to pay principal or interest on the Senior Notes when due and payable, (ii) failure to comply with covenants or agreements in the indenture or the Senior Notes which failures are not cured or waived as provided in the indenture, (iii) failure to pay indebtedness of the Company, any Subsidiary Guarantor or Significant Subsidiary (each, as defined in the indenture) in excess of $50.0 million within any applicable grace period after maturity or acceleration, (iv) certain events of bankruptcy, insolvency, or reorganization, (v) failure to pay any judgment or decree for an amount in excess of $ 50.0 million against the Company, any Subsidiary Guarantor or any Significant Subsidiary that was not discharged, waived or stayed as provided in the indenture, and (vi) cessation of any Subsidiary Guarantee (as defined in the indenture) to be in full force and effect or denial or disaffirmance by any subsidiary guarantor of its obligations under its subsidiary guarantee no longer outstanding. In the case of an event of default, the principal amount of the Senior Notes plus accrued and unpaid interest could have been accelerated. As described below, the Senior Notes were redeemed on February 12, 2018. Old Credit Facility On April 23, 2014, the Company and certain of its subsidiaries entered into an Amended and Restated Credit Agreement ("Old Credit Agreement") with a borrowing capacity of $400 million and a maturity date of April 2019. On February 27, 2015, GrafTech and certain of its subsidiaries entered into a further Amended and Restated Credit Agreement that provided for, among other things, greater financial flexibility and the Old Term Loan Facility. The Old Revolving Facility and Old Term Loan Facility both had maturity dates of April 2019. On July 28, 2015, the Company and certain of its subsidiaries entered into an amendment to the Amended and Restated Credit Agreement to change the terms regarding the occurrence of a default upon a change in control (which was defined thereunder to include the acquisition by any person of more than 25 percent of the Company’s outstanding shares) to exclude the acquisition of shares by Brookfield. In addition, effective upon such acquisition, the financial covenants were eased, resulting in increased availability under the Old Revolving Facility. The size of the Old Revolving Facility was also reduced from $400 million to $375 million . The size of the Old Term Loan Facility remained at $40 million . On April 27, 2016 , the Company and certain of its subsidiaries entered into an amendment to the Old Revolving Facility. The size of the Old Revolving Facility was permanently reduced from $375 million to $225 million . New covenants were also added to the Old Revolving Facility, including a requirement to make mandatory repayments of outstanding amounts under the Old Revolving Facility and the Old Term Loan Facility with the proceeds of any sale of all or any substantial part of the assets included in the Engineered Solutions segment and a requirement to maintain minimum liquidity (consisting of domestic cash, cash equivalents and availability under the Old Revolving Facility) in excess of $25 million . The covenants were also modified to provide for: the elimination of certain exceptions to the Company’s negative covenants limiting the Company’s ability to make certain investments, sell assets, make restricted payments, incur liens, incur debt and prepay or redeem other indebtedness; a restriction on the amount of cash and cash equivalents permitted to be held on the balance sheet at any one time without paying down the Old Revolving Facility and the Old Term Loan Facility; and changes to the Company’s financial covenants so that until the earlier of March 31, 2019 or the Company had $75 million in trailing twelve month EBITDA (as defined in the Old Revolving Facility), the Company was required to maintain trailing twelve month EBITDA above certain minimums ranging from ( $40 million ) to $35 million , after which the Company’s existing financial covenants under the Old Revolving Facility would apply. With this amendment, the Company had full access to the $225 million Old Revolving Facility, subject to the $25 million minimum liquidity requirement. As of December 31, 2017, the Company had $39.5 million of borrowings on the Old Revolving Facility and $8.7 million of letters of credit drawn against the Old Credit Facility. The $40 million Old Term Loan Facility was fully drawn on August 11, 2015. The balance of the Old Term Loan Facility was $18.7 million as of December 31, 2017. The interest rate applicable to the Old Revolving Facility and Old Term Loan Facility was LIBOR plus a margin ranging from 2.25% to 4.75% (depending on the Company's total senior secured leverage ratio). The borrowers paid a per annum fee ranging from 0.35% to 0.70% (depending on the Company's senior secured leverage ratio) on the undrawn portion of the commitments under the Old Revolving Facility. As described below, the outstanding indebtedness under the Old Revolving Credit Facility and the Old Term Loan was repaid as of February 12, 2018 and all commitments thereunder have been terminated. Refinancing On February 12, 2018, the Company entered into a credit agreement (the “2018 Credit Agreement”) among the Company, GrafTech Finance Inc., a Delaware corporation and a wholly owned subsidiary of GrafTech (“Finance”), GrafTech Switzerland SA, a Swiss corporation and a wholly owned subsidiary of GrafTech (“Swissco”), GrafTech Luxembourg II S.à.r.l., a Luxembourg société à responsabilité limitée and a wholly owned subsidiary of GrafTech (“Luxembourg Holdco” and, together with Finance and Swissco, the “Co‑Borrowers”), the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A. as administrative agent and as collateral agent, which provides for (i) a $1,500 million senior secured term facility (the “2018 Term Loan Facility”) and (ii) a $250 million senior secured revolving credit facility (the “2018 Revolving Credit Facility” and, together with the 2018 Term Loan Facility, the “Senior Secured Credit Facilities”), which may be used from time to time for revolving credit borrowings denominated in dollars or Euro, the issuance of one or more letters of credit denominated in dollars, Euro, Pounds Sterling or Swiss Francs and one or more swing line loans denominated in dollars. Finance is the sole borrower under the 2018 Term Loan Facility while Finance, Swissco and Lux Holdco are Co‑Borrowers under the 2018 Revolving Credit Facility. On February 12, 2018, Finance borrowed $1,500 million under the 2018 Term Loan Facility (the "2018 Term Loans"). The 2018 Term Loans mature on February 12, 2025. The maturity date for the 2018 Revolving Credit Facility is February 12, 2023. The proceeds of the 2018 Term Loans were used to (i) repay in full all outstanding indebtedness of the Co‑Borrowers under the Old Credit Agreement and terminate all commitments thereunder, (ii) redeem in full the Senior Notes at a redemption price of 101.594% of the principal amount thereof plus accrued and unpaid interest to the date of redemption, (iii) pay fees and expenses incurred in connection with (i) and (ii) above and the Senior Secured Credit Facilities and related expenses, and (iv) declare and pay a dividend to the sole pre-IPO stockholder, with any remainder to be used for general corporate purposes. See Note 8 "Interest Expense" for a breakdown of expenses associated with these repayments. In connection with the repayment of the Old Credit Agreement and redemption of the Senior Notes, all guarantees of obligations under the Old Credit Agreement, the Senior Notes and related indenture were terminated, all mortgages and other security interests securing obligations under the Old Credit Agreement were released and the Old Credit Agreement and the indenture were terminated. Borrowings under the 2018 Term Loan Facility bear interest, at Finance’s option, at a rate equal to either (i) the Adjusted LIBO Rate (as defined in the 2018 Credit Agreement), plus an applicable margin initially equal to 3.50% per annum or (ii) the ABR Rate (as defined in the 2018 Credit Agreement), plus an applicable margin initially equal to 2.50% per annum, in each case with one step down of 25 basis points based on achievement of certain public ratings of the 2018 Term Loans. Borrowings under the 2018 Revolving Credit Facility bear interest, at the applicable Co‑Borrower’s option, at a rate equal to either (i) the Adjusted LIBO Rate, plus an applicable margin initially equal to 3.75% per annum or (ii) the ABR Rate, plus an applicable margin initially equal to 2.75% per annum, in each case with two 25 basis point step downs based on achievement of certain senior secured first lien net leverage ratios. In addition, the Co‑Borrowers will be required to pay a quarterly commitment fee on the unused commitments under the 2018 Revolving Credit Facility in an amount equal to 0.25% per annum. All obligations under the 2018 Credit Agreement are guaranteed by GrafTech, Finance and each domestic subsidiary of GrafTech, subject to certain customary exceptions, and all obligations under the 2018 Credit Agreement of each foreign subsidiary of GrafTech that is a Controlled Foreign Corporation (within within the meaning of Section 956 of the Internal Revenue Code of 1986, as amended from time to time (the "Code")) are guaranteed by GrafTech Luxembourg I S.à.r.l., a Luxembourg société à responsabilité limitée and an indirect wholly owned subsidiary of GrafTech ("Luxembourg Parent"), Luxembourg Holdco and Swissco (collectively, the "Guarantors"). All obligations under the 2018 Credit Agreement are secured, subject to certain exceptions and Excluded Assets (as defined in the 2018 Credit Agreement), by: (i) a pledge of all of the equity securities of Finance and each domestic Guarantor (other than GrafTech) and of each other direct, wholly owned domestic subsidiary of GrafTech and any Guarantor, (ii) a pledge on no more than 65% of the equity interests of each subsidiary that is a Controlled Foreign Corporation (within the meaning of Section 956 of the Code), and (iii) security interests in, and mortgages on, personal property and material real property of Finance and each domestic Guarantor, subject to permitted liens and certain exceptions specified in the 2018 Credit Agreement. The obligations of each foreign subsidiary of GrafTech that is a Controlled Foreign Corporation under the Revolving Credit Facility are secured by (i) a pledge of all of the equity securities of each Guarantor that is a Controlled Foreign Corporation and of each direct, wholly owned subsidiary of any Guarantor that is a Controlled Foreign Corporation, and (ii) security interests in certain receivables and personal property of each Guarantor that is a Controlled Foreign Corporation, subject to permitted liens and certain exceptions specified in the 2018 Credit Agreement. The 2018 Term Loans amortize at a rate equal to 5% per annum of the original principal amount of the 2018 Term Loans payable in equal quarterly installments, with the remainder due at maturity. The Co‑Borrowers are permitted to make voluntary prepayments at any time without premium or penalty, except in the case of prepayments made in connection with certain repricing transactions with respect to the 2018 Term Loans effected within twelve months of the closing date of the 2018 Credit Agreement, to which a 1.00% prepayment premium applies. Finance is required to make prepayments under the 2018 Term Loans (without payment of a premium) with (i) net cash proceeds from non‑ordinary course asset sales (subject to customary reinvestment rights and other customary exceptions and exclusions), and (ii) commencing with the Company’s fiscal year ending December 31, 2019, 75% of Excess Cash Flow (as defined in the 2018 Credit Agreement), subject to step‑downs to 50% and 0% of Excess Cash Flow based on achievement of a senior secured first lien net leverage ratio greater than 1.25 to 1.00 but less than or equal to 1.75 to 1.00 and less than or equal to 1.25 to 1.00 , respectively. Scheduled quarterly amortization payments of the 2018 Term Loans during any calendar year reduce, on a dollar‑for‑dollar basis, the amount of the required Excess Cash Flow prepayment for such calendar year, and the aggregate amount of Excess Cash Flow prepayments for any calendar year reduce subsequent quarterly amortization payments of the 2018 Term Loans as directed by Finance. The 2018 Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to GrafTech and restricted subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, fundamental changes, dispositions, and dividends and other distributions. The 2018 Credit Agreement contains a financial covenant that requires GrafTech to maintain a senior secured first lien net leverage ratio not greater than 4.00 : 1.00 when the aggregate principal amount of borrowings under the 2018 Revolving Credit Facility and outstanding letters of credit issued under the 2018 Revolving Credit Facility (except for undrawn letters of credit in an aggregate amount equal to or less than $35 million ), taken together, exceed 35% of the total amount of commitments under the 2018 Revolving Credit Facility. The 2018 Credit Agreement also contains customary events of default. Brookfield Promissory Note On April 19, 2018, we declared a dividend in the form of a $750 million promissory note (the “Brookfield Promissory Note”) to the sole pre-IPO stockholder. The $750 million Brookfield Promissory Note was conditioned upon (i) the Senior Secured First Lien Net Leverage Ratio (as defined in the 2018 Credit Agreement), as calculated based on our final financial results for the first quarter of 2018, being equal to or less than 1.75 to 1.00 , (ii) no Default or Event of Default (each as defined in the 2018 Credit Agreement) having occurred and continuing or that would result from the $750 million Brookfield Promissory Note and (iii) the satisfaction of the conditions occurring within 60 days from the dividend record date. Upon publication of our first quarter report on Form 10-Q, these conditions were met and, as a result, the Brookfield Promissory Note became payable. The Brookfield Promissory Note had a maturity of eight years from the date of issuance and bore interest at a rate equal to the Adjusted LIBO Rate (as defined in the Brookfield Promissory Note) plus an applicable margin equal to 4.50% per annum, with an additional 2.00% per annum starting from the third anniversary from the date of issuance. We were permitted to make voluntary prepayments at any time without premium or penalty. All obligations under the Brookfield Promissory Note were unsecured and guaranteed by all of our existing and future domestic wholly owned subsidiaries that guarantee, or are borrowers under, the Senior Secured Credit Facilities. No funds were lent or otherwise contributed to us by the pre-IPO stockholder in connection with the Brookfield Promissory Note. As a result, we received no consideration in connection with its issuance. As described below, the Promissory Note was repaid in full on June 15, 2018. First Amendment to 2018 Credit Agreement On June 15, 2018, the Company entered into a first amendment (the “First Amendment”) to its 2018 Credit Agreement. The First Amendment amended the 2018 Credit Agreement to provide for an additional $750 million in aggregate principal amount of incremental term loans (the “Incremental Term Loans”) to Finance. The Incremental Term Loans increased the aggregate principal amount of term loans incurred by Finance under the 2018 Credit Agreement from $1,500 million to $2,250 million . The Incremental Term Loans have the same terms as those applicable to the 2018 Term Loans, including interest rate, payment and prepayment terms, representations and warranties and covenants. The Incremental Term Loans mature on February 12, 2025, the same date as the 2018 Term Loans. GrafTech paid an upfront fee of 1.00% of the aggregate principal amount of the Incremental Term Loans on the effective date of the First Amendment. The proceeds of the Incremental Term Loans were used to repay, in full, the $750 million of principal outstanding on the Brookfield Promissory Note. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are comprised of the following: As of As of (Dollars in thousands) Inventories: Raw materials $ 73,349 $ 39,434 Work in process 109,091 85,852 Finished goods 68,888 48,865 Total $ 251,328 $ 174,151 |
Interest Expense
Interest Expense | 6 Months Ended |
Jun. 30, 2018 | |
Interest and Debt Expense [Abstract] | |
Interest Expense | Interest Expense The following tables present the components of interest expense: For the Three Months For the Six Months 2018 2017 2018 2017 (Dollars in thousands) Interest incurred on debt $ 22,554 $ 6,217 $ 35,473 $ 12,086 Related party Promissory Note interest expense 5,090 — 5,090 — Senior Note redemption premium — — 4,782 — Accretion of fair value adjustment on Senior Notes — 1,609 19,414 3,208 Accretion of original issue discount on 2018 Term Loans 268 — 357 — Amortization of debt issuance costs 755 76 1,416 154 Total interest expense $ 28,667 $ 7,902 $ 66,532 $ 15,448 Interest Rates The 2018 Credit Agreement had an effective interest rate of 5.59% as of June 30, 2018 . The Old Revolving Facility and Old Term Loan Facility had an effective interest rate of 4.57% as of December 31, 2017 and the Senior Notes had a fixed interest rate of 6.375% , both of which were repaid on February 12, 2018 as part of our refinancing (see Note 6 "Debt and Liquidity"). As a result of our February 12, 2018 refinancing, we paid a prepayment premium for the redemption of our Senior Notes totaling $4.8 million . The accretion of the August 15, 2015 fair value adjustment to our Senior Notes totaling $19.4 million included accelerated accretion of $18.7 million for the six months ended June 30, 2018 resulting from the prepayment. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Loss Contingency [Abstract] | |
Contingencies | Contingencies Legal Proceedings We are involved in various investigations, lawsuits, claims, demands, environmental compliance programs and other legal proceedings arising out of or incidental to the conduct of our business. While it is not possible to determine the ultimate disposition of each of these matters, we do not believe that their ultimate disposition will have a material adverse effect on our financial position, results of operations or cash flows. Litigation has been pending in Brazil brought by employees seeking to recover additional amounts and interest thereon under certain wage increase provisions applicable in 1989 and 1990 under collective bargaining agreements to which employers in the Bahia region of Brazil were a party (including our subsidiary in Brazil). Prior to October 1, 2015, we were not party to such litigation. Companies in Brazil have settled claims arising out of these provisions and, in May 2015, the litigation was remanded, in favor of the employees, by the Brazil Supreme Court to the lower courts for further proceedings which included procedural aspects of the case, such as admissibility of instruments filed by the parties. On October 1, 2015, an action was filed by current and former employees against our subsidiary in Brazil to recover amounts under such provisions, plus interest thereon, which amounts together with interest could be material to us. In the first quarter of 2017, the state court ruled in favor of the employees. We have appealed this ruling and intend to vigorously defend it. As of June 30, 2018 , we are unable to assess the potential loss associated with these proceedings as the claims do not currently specify the number of employees seeking damages or the amount of damages being sought. Product Warranties We generally sell products with a limited warranty. We accrue for known warranty claims if a loss is probable and can be reasonably estimated. We also accrue for estimated warranty claims incurred based on a historical claims charge analysis. Claims accrued but not yet paid and the related activity within the accrual for the six months ended June 30, 2018 , are presented below: (Dollars in thousands) Balance as of December 31, 2017 $ 349 Product warranty accruals and adjustments 1,256 Settlements (88 ) Balance as of June 30, 2018 $ 1,517 Tax Receivable Agreement On April 23, 2018, the Company entered into a tax receivable agreement (the "TRA") that provides Brookfield, as the sole pre-IPO stockholder, the right to receive future payments from us for 85% of the amount of cash savings, if any, in U.S. federal income tax and Swiss tax that we and our subsidiaries realize as a result of the utilization of certain tax assets attributable to periods prior to our IPO, including certain federal net operating losses ("NOLs"), previously taxed income under Section 959 of the Code, foreign tax credits, and certain NOLs in Swissco (collectively, the "Pre‑IPO Tax Assets"). In addition, we will pay interest on the payments we will make to Brookfield with respect to the amount of these cash savings from the due date (without extensions) of our tax return where we realize these savings to the payment date at a rate equal to LIBOR plus 1.00% per annum. The term of the TRA commenced on April 23, 2018 and will continue until there is no potential for any future tax benefit payments. There was no liability recognized on the date we entered into the TRA as the there was a full valuation allowance recorded against our deferred tax assets. During the second quarter of 2018, it was determined that the conditions were appropriate for the Company to release a valuation allowance of certain tax assets as we exited our three year cumulative loss position. This release resulted the recording of a $61.8 million liability related to the TRA on the Condensed Consolidated Statements of Operations as "Related party Tax Receivable Agreement Expense." Long-term Incentive Plan The LTIP was adopted by the Company effective as of August 17, 2015, as amended and restated as of March 15, 2018. The purpose of the plan is to retain senior management personnel of the Company, to incentivize them to make decisions with a long-term view and to influence behavior in a way that is consistent with maximizing value for the shareholder of the Company in a prudent manner. Each participant is allocated a number of profit units, with a a maximum of 30,000 profit units (or Profit Units) available under the Plan. Awards of Profit Units generally vest in equal increments over a five-year period beginning on the first anniversary of the grant date and subject to continued employment with the Company through each vesting date. Any unvested Profit Units that have not been previously forfeited will accelerate and become fully vested upon a ‘‘Change in Control’’ (as defined below). Profit Units will generally be settled in a lump sum payment within 30 days following a Change in Control based on the ‘‘Sales Proceeds’’ (as defined below) received by Brookfield Capital Partners IV, L.P. (or, together with its affiliates, Brookfield Capital IV) in connection with the Change in Control. The LTIP defines ‘‘Change in Control’’ as any transaction or series of transactions (including, without limitation, the consummation of a combination, share purchases, recapitalization, redemption, issuance of capital stock, consolidation, reorganization or otherwise) pursuant to which (a) a Person not affiliated with Brookfield Capital IV acquires securities representing more than seventy percent (70%) of the combined voting power of the outstanding voting securities of the Company or the entity surviving or resulting from such transaction, (b) following a public offering of the Company’s stock, Brookfield Capital IV has ceased to have a beneficial ownership interest in at least 30% of the Company’s outstanding voting securities (effective on the first of such date), or (c) the Company sells all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis. It is intended that the occurrence of a Change in Control in which Sales Proceeds exceed the Threshold Value would constitute a ‘‘substantial risk of forfeiture’’ within the meaning of Section 409A of the Code. The LTIP defines ‘‘Threshold Value’’ as, as of any date of determination, an amount equal to $855,000,000, (which represents the amount of the total invested capital of Brookfield Capital IV as of August 17, 2015), plus the dollar value of any cash or other consideration contributed to or invested in the Company by Brookfield Capital IV after August 17, 2015. The Threshold Value shall be determined by the board in its sole discretion. The LTIP defines ‘‘Sales Proceeds’’ as, as of any date of determination, the sum of all proceeds actually received by the Brookfield Capital IV, net of all Sales Costs (as defined below), (i) as consideration (whether cash or equity) upon the Change in Control and (ii) as distributions, dividends, repurchases, redemptions or otherwise as a holder of such equity interests in the Company. Proceeds that are not paid upon or prior to or in connection with the Change in Control, including earn-outs, escrows and other contingent or deferred consideration shall become ‘‘Sale Proceeds’’ only as and when such proceeds are received by Brookfield Capital IV. ‘‘Sales Costs’’ means any costs or expenses (including legal or other advisor costs), fees (including investment banking fees), commissions or discounts payable directly by Brookfield Capital IV in connection with, arising out of or relating to a Change in Control, as determined by the board in its sole discretion. Given the successful completion of the IPO in the second quarter, it is reasonably possible that a Change in Control, as defined above, may ultimately happen and that the awarded Profit Units will be subsequently paid out to the participants. Assuming 100% vesting of the awarded Profit Units and depending on Brookfield’s sales proceeds, the potential liability triggered by a Change in Control is estimated to be in the range of $65 million to $90 million . As of June 30, 2018, the awards are 40% vested. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We compute and apply to ordinary income an estimated annual effective tax rate on a quarterly basis based on current and forecasted business levels and activities, including the mix of domestic and foreign results and enacted tax laws. The estimated annual effective tax rate is updated quarterly based on actual results and updated operating forecasts. Ordinary income refers to income (loss) before income tax expense excluding significant, unusual, or infrequently occurring items. The tax effect of an unusual or infrequently occurring item is recorded in the interim period in which it occurs as a discrete item of tax. The following tables summarize the provision for income taxes for the six months ended June 30, 2018 and June 30, 2017 : For the Three Months For the Six Months 2018 2017 2018 2017 (Dollars in thousands) Tax (benefit) expense $ (17,264 ) $ 925 $ 11,379 $ 1,286 Pretax income (loss) 184,499 (12,408 ) 435,189 (34,325 ) Effective tax rates (9.4 )% (7.5 )% 2.6 % (3.7 )% The effective tax rate for the three months ended June 30, 2017 was (7.5)% This rate differs from the U.S. statutory rate of 35% primarily due to recent losses in the U.S. and Switzerland where we received no tax benefit due to a full valuation allowance and worldwide earnings from various countries taxed at different rates. The recognition of the valuation allowance does not result in or limit the Company's ability to utilize these tax assets in the future. The effective tax rate for the three months ended June 30, 2018 was (9.4)% . This rate differs from the U.S. statutory rate of 21% primarily due to the favorable impact of the partial release of a valuation allowance recorded against the deferred tax asset related to U.S. tax attributes and the tax impact of worldwide earnings from various countries taxed at different rates. The tax expense changed from a charge of $0.9 million for the quarter ended June 30, 2017 to a tax benefit of $17.3 million for the quarter ended June 30, 2018. This change is primarily due to the partial release of a valuation allowance in the amount of $80.1 million recorded against the deferred tax asset related to U.S. tax attributes. This change is also the result of a shift in the jurisdictional mix of earnings and losses from year to year. Certain jurisdictions shifted from pre-tax losses in the second quarter of 2017 to pretax earnings in the second quarter of 2018. For the six months ended June 30, 2017, the effective tax rate of (3.7)% differs from the U.S. statutory rate of 35% primarily due to recent losses in the U.S. and Switzerland where we receive no tax benefit due to a full valuation allowance and worldwide earnings from various countries tax a different rates. The recognition of the valuation allowance does not result in or limit the Company's ability to utilize these tax assets in the future. For the six months ended June 30, 2018, the effective tax rate of 2.6% differs from the U.S. statutory rate of 21% primarily due the partial release of a valuation allowance recorded against the deferred tax asset related to U.S. tax attributes and worldwide earnings from various countries taxed at different rates. The recognition of the valuation allowance does not result in or limit the Company's ability to utilize these tax assets in the future. The tax expense changed from a charge of $1.3 million for the six months ended June 30, 2017 to a tax charge of $11.4 million for the six months ended June 30, 2018. This change is primarily due to the partial release of a valuation allowance recorded against the deferred tax asset related to US tax attributes and shift in the jurisdictional mix of earnings and losses from year to year. Certain jurisdictions shifted from pre-tax losses in the first half of 2017 to pretax earnings in the first half of 2018. As of June 30, 2018, we had unrecognized tax benefits of $2.5 million , $2.2 million of which, if recognized, would have a favorable impact on our effective tax rate. We file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. All U.S. federal tax years prior to 2014 are generally closed by statute or have been audited and settled with the applicable domestic tax authorities. All other jurisdictions are still open to examination beginning after 2011. As of June 30, 2018, we determined that sufficient positive evidence existed that allowed us to conclude that a full valuation allowance was no longer required to be recorded against the deferred tax assets related the U.S. tax attributes. This positive evidence was primarily supplied by the Company exiting a cumulative loss period as well as sufficient U.S. forecasted taxable income that would utilize the US tax attributes and thus generate the tax benefit recorded at June 30, 2018. We continue to assess the realization of our deferred tax assets based on determinations of whether it is more likely than not that deferred tax benefits will be realized through the generation of future taxable income. Appropriate consideration is given to all available evidence, both positive and negative, in assessing the need for a valuation allowance. Examples of positive evidence would include a strong earnings history, an event or events that would increase our taxable income through a continued reduction of expenses, and tax planning strategies that would indicate an ability to realize deferred tax assets. In circumstances where the significant positive evidence does not outweigh the negative evidence in regards to whether or not a valuation allowance is required, we have established and maintained valuation allowances on those net deferred tax assets. Tax Cuts and Jobs Act On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act (the "Tax Act"), which significantly revised the U.S. corporate income tax system. These changes include a federal statutory rate reduction from 35% to 21% , the elimination or reduction of certain domestic deductions and credits and limitations on the deductibility of interest expense and executive compensation. The Tax Act also transitioned international taxation from a worldwide system to a modified territorial system and includes base erosion prevention measures which have the effect of subjecting certain earnings of our foreign subsidiaries to U.S. taxation as global intangible low taxed income (or "GILTI"). In general, these changes were effective beginning in 2018. The Tax Act also includes a one time mandatory deemed repatriation or transition tax on the accumulated previously untaxed foreign earnings of our foreign subsidiaries. For the fourth quarter of 2017, we were able to reasonably estimate certain Tax Act effects and, therefore, recorded provisional adjustments associated with the deemed repatriation transition tax and remeasurement of certain deferred tax assets and liabilities. As of the second quarter, the previously disclosed provisional amounts continue to be provisional. We have not made any additional measurement-period adjustments related to transition tax during 2018, because the Company has not yet completed the calculation of the total post-1986 E&P for these foreign subsidiaries. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when the Company finalizes the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalize the amounts held in cash or other specified assets. We are continuing to gather additional information to complete our accounting for these items and expect to complete our accounting within the prescribed measurement period. On August 1, 2018, the U.S. Department of Treasury and the Internal Revenue Service issued proposed regulations under code section 965. Due to the complexity of the new GILTI tax rules, the Company is continuing to evaluate this provision of the Tax Act and the application of ASC 740. We have included an estimate of the 2018 current GILTI impact in our effective tax rate for the first half of 2018. |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments We use derivative instruments as part of our overall foreign currency and commodity risk management strategies to manage the risk of exchange rate movements that would reduce the value of our foreign cash flows and to minimize commodity price volatility. Foreign currency exchange rate movements create a degree of risk by affecting the value of sales made and costs incurred in currencies other than the U.S. dollar. Certain of our derivative contracts contain provisions that require us to provide collateral. Since the counterparties to these financial instruments are large commercial banks and similar financial institutions, we do not believe that we are exposed to material counterparty credit risk. We do not anticipate nonperformance by any of the counter-parties to our instruments. Our derivative assets and liabilities are included within "Other long-term assets", "Prepaid expenses and other current assets", "Long-term liabilities" and "Other current liabilities" on the Condensed Consolidated Balance Sheets and effects of these derivatives are recorded in other comprehensive income, revenue and cost of goods sold on the Condensed Consolidated Statements of Operations. Foreign currency derivatives We enter into foreign currency derivatives from time to time to attempt to manage exposure to changes in currency exchange rates. These foreign currency instruments, which include, but are not limited to, forward exchange contracts and purchased currency options, attempt to hedge global currency exposures such as foreign currency denominated debt, sales, receivables, payables, and purchases. Forward exchange contracts are agreements to exchange different currencies at a specified future date and at a specified rate. During 2017 and 2018 , we entered into foreign currency derivatives denominated in the Mexican peso, South African rand, Brazilian real, euro, Swiss franc and Japanese yen. These derivatives were entered into to protect the risk that the eventual cash flows resulting from commercial and business transactions may be adversely affected by changes in exchange rates between the U.S. dollar and the Mexican peso, euro, South African rand and Japanese yen. We had no foreign currency cashflow hedges outstanding as of June 30, 2018 and December 31, 2017 and therefore, no unrealized gains or losses. As of June 30, 2018 , we had fair value hedge contracts outstanding for the Mexican peso, euro, South African rand, Swiss franc and Japanese yen currency with an aggregate notional amount of $15.2 million . These fair value hedge foreign currency derivatives outstanding as of June 30, 2018 , have maturities through August 31, 2018 . Commodity derivative contracts We have entered into commodity derivative contracts for refined oil products. These contracts are entered into to protect against the risk that eventual cash flows related to these products will be adversely affected by future changes in prices. We had outstanding commodity derivative contracts as of June 30, 2018 with notional amount of $168.2 million with maturities from July 2018 to June 2022 . The outstanding commodity derivative contracts represented a net unrealized gain within other comprehensive income of $27.8 million as of June 30, 2018 . We had outstanding commodity derivative contracts as of December 31, 2017 with notional amount of $143.9 million representing a net unrealized gain of $4.7 million . Net Investment Hedges We use certain intercompany debt to hedge a portion of our net investment in our foreign operations against currency exposure (net investment hedge). Intercompany debt denominated in foreign currency and designated as a non-derivative net investment hedging instrument was $13.4 million and $14.8 million as of June 30, 2018 and December 31, 2017 , respectively. Within the currency translation adjustment portion of other comprehensive income, we recorded a gain of $2.1 million and $1.4 million in the three and six months ended June 30, 2018 , respectively, and a gain of $0.1 million and a loss $0.7 million in the three and six months ended June 30, 2017 , respectively, resulting from these net investment hedges. The fair value of all derivatives is recorded as assets or liabilities on a gross basis in our Consolidated Balance Sheets. As of June 30, 2018 and December 31, 2017 , respectively, the fair value of our derivatives and their respective balance sheet locations are presented in the following table: Asset Derivatives Liability Derivatives Location Fair Value Location Fair Value As of June 30, 2018 (Dollars in thousands) Derivatives designated as cash flow hedges: Commodity derivative contracts Prepaid and other current assets $ 15,643 Other accrued liabilities $ — Other long-term assets 13,095 Other long-term obligations 58 Total fair value $ 28,738 $ 58 As of December 31, 2017 Derivatives designated as cash flow hedges: Commodity derivative contracts Prepaid and other current assets $ 2,518 Other accrued liabilities $ — Other long-term assets 2,808 Other long-term obligations 581 Total fair value $ 5,326 $ 581 The realized (gains) losses on commodity derivatives remain in Other Comprehensive Income until they are recognized in the Statements of Operations when the hedged item impacts earnings, which is when the finished product is sold. There were no realized gains or losses included in earnings for the six months ended June 30, 2018 . With respect to the inputs used to determine the fair value, we use observable, quoted market rates that are determined by active markets and, therefore, classify the contracts as "Level 2". Asset Derivatives Liability Derivatives Location Fair Value Location Fair Value As of June 30, 2018 (Dollars in Thousands) Derivatives not designated as hedges: Foreign currency derivatives Prepaid and other current assets $ 23 Other current liabilities $ 34 As of December 31, 2017 Derivatives not designated as hedges: Foreign currency derivatives Prepaid and other current assets $ 9 Other current liabilities $ 90 Amount of (Gain)/Loss Recognized Location of (Gain)/Loss Recognized in the Consolidated Statement of Income For the Six Months Ended June 30, 2018 2017 Derivatives not designated as hedges: (Dollars in thousands) Foreign currency derivatives Cost of goods sold, Other expense/(income) $ (296 ) $ 842 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Stock Split On April 12, 2018, the Company effected a 3,022,259.23 to one stock split of the Company's then outstanding common stock. We have retroactively applied this split to all share presentations, as well as "Net income (loss) per share" and "Income (loss) from continuing operations per share" calculations for the periods presented. Conditional Dividend to Pre-IPO Stockholder On April 19, 2018, we declared a $160 million cash dividend payable to Brookfield, the sole pre-IPO stockholder. Payment of this dividend was conditional upon (i) the Senior Secured First Lien Net Leverage Ratio (as defined in the 2018 Credit Agreement), as calculated based on our final financial results for the first quarter of 2018, being equal to or less than 1.75 to 1.00, (ii) no Default or Event of Default (as defined in the 2018 Credit Agreement) having occurred and continuing or that would result from the payment of the dividend and (iii) the payment occurring within 60 days from the dividend record date. The conditions of this dividend were met upon filing of our first quarter report on Form 10-Q and the dividend was paid on May 8, 2018. Brookfield Promissory Note On April 19, 2018, we declared a dividend in the form of the Brookfield Promissory Note to the sole pre-IPO stockholder. This note was repaid on June 15, 2018. See Note 6 "Debt and Liquidity". Initial Public Offering On April 23, 2018, we completed our IPO of 35,000,000 shares of our common stock at a price of $15 per share. This offering represented a sale of 11.6% of our sole pre-IPO stockholder's ownership in the Company. On April 26, 2018, we closed the sale of an additional 3,097,525 shares of common stock at a price to the public of $15 per share from the pre-IPO stockholder, as a result of the partial exercise by the underwriters in our IPO of their overallotment option. After giving effect to the partial exercise of the overallotment option, the total number of shares of common stock sold by the pre-IPO stockholder was 38,097,525 . The Company did not receive any proceeds related to the offering. We have incurred $5.1 million of legal, accounting, printing and other fees associated with this offering through June 30, 2018 , which was recorded in "Selling and administrative" expenses in the Condensed Consolidated Statements of Operations. Dividend Declaration The Board declared a dividend of $0.0645 per share, to stockholders of record as of the close of business on May 31, 2018. The dividend, totaling $19.5 million , was paid on June 29, 2018 and represented a prorated quarterly dividend of $0.085 (or $0.34 per annum) per share of our common stock from the date of our IPO, April 23, 2018, to June 30, 2018 . The following table reflects the change in stockholders' equity for the period December 31, 2017 to June 30, 2018 : (dollars in thousands) Stockholders' equity as of December 31, 2017 $ 613,215 Total comprehensive income 437,082 Dividends paid (1,291,494 ) Related party dividend of Promissory Note (750,000 ) Stock based compensation 178 Stockholders' equity as of June 30, 2018 $ (991,019 ) |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share The following table shows the information used in the calculation of our basic and diluted earnings per share calculation as of June 30, 2018 and December 31, 2017. See Note 12 "Stockholders' Equity" for details on our April 12, 2018 stock split. For the Three Months For the Six Months 2018 2017 2018 2017 Weighted average common shares outstanding for basic calculation 302,225,923 302,225,923 302,225,923 302,225,923 Add: Effect of stock options and restricted stock 5,508 — 2,789 — Weighted average common shares outstanding for diluted calculation 302,231,431 302,225,923 302,228,712 302,225,923 Basic earnings per common share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings per share are calculated by dividing net income (loss) by the sum of the weighted average number of common shares outstanding plus the additional common shares that would have been outstanding if potentially dilutive securities had been issued. The weighted average common shares outstanding for the diluted earnings per share calculation excludes consideration of stock options covering 676,185 and 342,462 shares in the three and six months ended June 30, 2018, respectively, as these shares are anti-dilutive. |
Stock Based Compensation (Notes
Stock Based Compensation (Notes) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | Stock Based Compensation Our Board of Directors granted 912,790 stock options, 19,335 deferred stock units and 6,740 restricted stock units during the three months ended June 30, 2018 under our Omnibus Equity Incentive Plan. We recognized stock-based compensation expense of $0.2 million in the three and six months ended June 30, 2018. As of June 30, 2018, unrecognized compensation cost related to non-vested stock options, deferred stock units and restricted stock units represents $5.5 million , which will be recognized over the remaining weighted average life of 3 years . Stock Options Number of Shares Weighted- Average Exercise Price Outstanding unvested as of January 1, 2018 — — Granted 912,790 15.36 Forfeited (11,070 ) 15.00 Outstanding unvested as of June 30, 2018 901,720 15.36 Deferred Stock Units Number of Shares Weighted- Average Grant Date Fair Value Outstanding unvested as of January 1, 2018 — — Granted 19,335 13.20 Outstanding unvested as of June 30, 2018 19,335 13.20 Restricted Stock Units Number of Shares Weighted- Average Grant Date Fair Value Outstanding unvested as of January 1, 2018 — — Granted 6,740 14.02 Outstanding unvested as of June 30, 2018 6,740 14.02 |
Subsequent Events (Notes)
Subsequent Events (Notes) | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 31, the Board declared a dividend of $.085 per share, to stockholders of record as of the close of business on August 31, 2018 to be paid on September 28, 2018. |
Organization And Summary Of S21
Organization And Summary Of Significant Accounting Policies (Policy) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis Of Presentation | Basis of Presentation The interim Condensed Consolidated Financial Statements are unaudited; however, in the opinion of management, they have been prepared in accordance with Rule 10-01 of Regulation S-X and in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The December 31, 2017 financial position data included herein was derived from the audited condensed consolidated financial statements included in our Registration Statement on Form S-1 filed on April 13, 2018 but does not include all disclosures required by GAAP in audited financial statements. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the accompanying notes, contained in our Registration Statement on Form S-1 filed on April 13, 2018. The unaudited condensed consolidated financial statements reflect all adjustments (all of which are of a normal, recurring nature) which management considers necessary for a fair statement of financial position, results of operations, comprehensive income and cash flows for the interim periods presented. The results for the interim periods are not necessarily indicative of results which may be expected for any other interim period or for the full year. |
New Accounting Standards | New Accounting Standards Recently Adopted Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) . The Company adopted ASU 2014-09 and its related amendments (collectively known as ASC 606) effective on January 1, 2018 using the modified retrospective method. Please see Note 3 "Revenue from Contracts with Customers" for the required disclosures related to the impact of adopting this standard and a discussion of the Company's updated policies related to revenue recognition. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Payments, clarifying guidance on the classification of certain cash receipts and payments in the statement of cash flows. The adoption of ASU 2016-15 on January 1, 2018 did not have a material impact on our consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, Compensation-Retirement Benefits (Topic 715). This standard requires an entity to report the service cost component in the same line item as other compensation costs. The other components of net (benefit) cost including our annual mark-to-market re-measurement, will be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The adoption of ASU No. 2017-07 on January 1, 2018 changed the presentation of benefit expenses, but did not have a material impact on our consolidated financial statements. The components of the net (benefit) cost are shown in Note 4, "Retirement Plans and Postretirement Benefits." The following table summarizes the adjustments made to conform prior period classifications to the new guidance: For the Three Months Ended June 30, 2017 For the Six Months Ended June 30, 2017 (dollars in thousands) As Reported Effect of Accounting Change As Adjusted As Reported Effect of Accounting Change As Adjusted Cost of Sales $ 106,635 $ (201 ) $ 106,434 $ 210,289 $ (402 ) $ 209,887 Research and development 943 (10 ) 933 1,772 (18 ) 1,754 Selling and administrative expenses 12,195 (26 ) 12,169 23,878 (54 ) 23,824 Other (income) expense, net 1,186 237 1,423 4,253 474 4,727 For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 (dollars in thousands) As Reported Effect of Accounting Change As Adjusted As Reported Effect of Accounting Change As Adjusted Cost of Sales $ 462,848 $ 206 $ 463,054 $ 466,990 $ 1,212 $ 468,202 Research and development 2,951 505 3,456 2,399 135 2,534 Selling and administrative expenses 49,479 3,027 52,506 57,784 731 58,515 Other (income) expense, net 1,634 (3,738 ) (2,104 ) (2,188 ) (2,078 ) (4,266 ) Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Under this new guidance, a company will now recognize most leases on its balance sheet as lease liabilities with corresponding right-of-use assets. This ASU is effective for fiscal years beginning after December 15, 2018. The Company has compiled its lease inventory and is currently evaluating the contracts and the impact of the adoption of this standard on its financial position, results of operations or cash flows. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350). This guidance was issued to simplify the accounting for goodwill impairment. The guidance removes the second step of the goodwill impairment test, which requires that a hypothetical purchase price allocation be performed to determine the amount of impairment, if any. Under this new guidance, a goodwill impairment charge will be based on the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance will become effective on a prospective basis for the Company on January 1, 2020 with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of the adoption of this standard on its results of operations. The Company adopted ASC 606 on January 1, 2018. The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company's goods and will provide financial statement readers with enhanced disclosures. The reported results for 2018 reflect the application of ASC 606 guidance while the reported results for 2017 were prepared under the guidance of ASC 605, Revenue Recognition (ASC 605), which is also referred to herein as "legacy GAAP" or the "previous guidance". Financial Statement Impact of Adopting ASC 606 The Company adopted ASC 606 effective January 1, 2018 using the modified retrospective method. Under this method, we could elect to apply the cumulative effect method to either all contracts as of the date of initial application or only to contracts that are not complete as of that date. We elected to apply the modified retrospective method to contracts that are not complete as of the date of initial application. The cumulative effect of applying the new guidance to all contracts with customers that were not completed as of January 1, 2018 was to be recorded as an adjustment to accumulated deficit as of the adoption date. As a result of using the modified retrospective method, there were no adjustments that were made to accounts on the Company's consolidated balance sheet as of January 1, 2018. Impact of the adoption of ASC 606 on accounting policies In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods. To achieve this core principle, the following five steps are performed: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The Company sells the majority of its products directly to steel manufacturers located in various jurisdictions. The Company’s contracts consist of longer-term take-or-pay sales contracts of graphite electrodes with terms of up to five years and short-term purchase orders (deliveries within one year). Collectability is assessed based on the customer’s ability and intention to pay, reviewing a variety of factors including the customer’s historical payment experience and published credit and financial information pertaining to the customer. Additionally, for multi-year contracts, we may require the customer to post a bank guarantee, guarantee of a parent, a letter of credit or a significant pre-payment. The promises of delivery of graphite electrodes represent the distinct performance obligations of our contracts. A small portion of our sales consist of deliveries of by-products of the manufacturing processes, such as graphite powders, naphta and gasoil. Given their nature, the Company’s performance obligations are satisfied at a point in time when control of the products has been transferred to the customer. In most cases, control transfer is deemed to happen at the delivery point of the products defined under the incoterms, usually at time of loading the truck or the vessel. The Company has elected to treat the transportation activity as a fulfilment activity instead of as a distinct performance obligation, and outbound freight cost is accrued when the product delivery promises are satisfied. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods to the customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer are excluded from the transaction price. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company’s contracts and customary practices involve few rebates or discounts. The Company provides a limited warranty on its products and may issue credit notes or replace products free of charge for valid quality claims; historically, quality claims have been insignificant and the Company records appropriate accruals for the estimated credit notes based on the historical statistical experience. Certain contracts provide for limited rebates when deliveries are late versus committed dates. These rebates are accrued for based on historical statistics of late deliveries on the contracts to which those terms apply. Contracts that contain multiple distinct performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price basis. The Company regularly reviews market conditions and internally approved pricing guidelines to determine stand-alone selling prices for the different types of its customer contracts. The stand-alone prices as known at contract inception are utilized as the basis to allocate the transaction price to the distinct performance obligations. The allocation of the transaction price to the performance obligations remains unchanged if stand-alone selling prices change after contract inception. The Company expenses sales commissions as earned as their amortization period would not extend beyond the year in which they are incurred. These costs are recorded within selling and administrative expense. |
Organization And Summary Of S22
Organization And Summary Of Significant Accounting Policies Organization And Summary Of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table summarizes the adjustments made to conform prior period classifications to the new guidance: For the Three Months Ended June 30, 2017 For the Six Months Ended June 30, 2017 (dollars in thousands) As Reported Effect of Accounting Change As Adjusted As Reported Effect of Accounting Change As Adjusted Cost of Sales $ 106,635 $ (201 ) $ 106,434 $ 210,289 $ (402 ) $ 209,887 Research and development 943 (10 ) 933 1,772 (18 ) 1,754 Selling and administrative expenses 12,195 (26 ) 12,169 23,878 (54 ) 23,824 Other (income) expense, net 1,186 237 1,423 4,253 474 4,727 For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 (dollars in thousands) As Reported Effect of Accounting Change As Adjusted As Reported Effect of Accounting Change As Adjusted Cost of Sales $ 462,848 $ 206 $ 463,054 $ 466,990 $ 1,212 $ 468,202 Research and development 2,951 505 3,456 2,399 135 2,534 Selling and administrative expenses 49,479 3,027 52,506 57,784 731 58,515 Other (income) expense, net 1,634 (3,738 ) (2,104 ) (2,188 ) (2,078 ) (4,266 ) |
Discontinued Operations and R23
Discontinued Operations and Related Assets Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Related Assets Held for Sale | The following tables summarize the results of the Engineered Solutions business segment, reclassified as discontinued operations for the three and six months ended June 30, 2018 and 2017 . For the Three Months For the Six Months 2018 2017 2018 2017 (in thousands) Net sales $ 13 $ 32,428 $ 2,468 $ 64,193 Cost of sales 142 28,610 1,335 57,022 Gross (loss) profit (129 ) 3,818 1,133 7,171 Research and development — 711 — 1,281 Selling and administrative expenses 114 4,106 (244 ) 7,800 Gain on sale of assets — — — — Impairments — 2,800 — 5,300 Operating (loss) income (243 ) (3,799 ) 1,377 (7,210 ) Other (income) expense 72 (47 ) 66 (18 ) Interest expense — 524 — 1,133 (Loss) income from discontinued operations before income taxes (315 ) (4,276 ) 1,311 (8,325 ) Benefit from income taxes on discontinued operations — (226 ) — (209 ) (Loss) income from discontinued operations $ (315 ) $ (4,050 ) $ 1,311 $ (8,116 ) The significant components of our Statements of Cash Flows for the Engineered Solutions business segment held for sale are as follows: For the Six Months 2018 2017 (dollars in thousands) Depreciation and amortization $ — $ 2,311 Impairment — 5,300 Deferred income taxes — (209 ) Capital expenditures — 432 The following table summarizes the carrying value of the assets and liabilities of discontinued operations as of June 30, 2018 and December 31, 2017 . As of As of (dollars in thousands) Assets of discontinued operations: Accounts receivable $ 1,234 $ 3,351 Inventories 191 502 Prepaid expenses and other current assets 326 1,137 Net property plant and equipment — 226 Other assets 96 97 Total assets of discontinued operations 1,847 5,313 Liabilities of discontinued operations: Accounts payable $ 905 $ 512 Accrued income and other taxes 181 158 Other accrued liabilities 1,675 2,742 Total current liabilities of discontinued operations 2,761 3,412 Other long-term obligations 376 376 Total liabilities of discontinued operations $ 3,137 $ 3,788 |
Revenue From Contracts with C24
Revenue From Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table provides information about disaggregated revenue by type of product and contract for the three and six months ended months ended June 30, 2018 : For the Three Months Ended June 30, 2018 For the Six Months Ended June 30, 2018 (dollars in thousands) Graphite Electrodes - Three-to-five-year contracts $ 345,246 $ 617,447 Graphite Electrodes - Short-term contracts 96,823 264,418 By-products 14,263 26,366 Total Revenues $ 456,332 $ 908,231 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The following table presents estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands). The estimated revenues do not include contracts with original duration of one year or less. Three-to-five-year take-or-pay contracts (dollars in thousands) Remainder of 2018 714,709 2019 1,347,005 2020 1,270,684 2021 1,114,294 Thereafter 1,085,725 Total $ 5,532,417 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Pension Costs | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule Of Benefit Plans | The components of our consolidated net pension costs are set forth in the following table: For the Three Months For the Six Months 2018 2017 2018 2017 (Dollars in thousands) Service cost $ 498 $ 496 $ 996 $ 992 Interest cost 1,241 1,385 2,482 2,769 Expected return on plan assets (1,502 ) (1,389 ) (3,004 ) (2,777 ) Net cost $ 237 $ 492 $ 474 $ 984 |
Postretirement Costs | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule Of Benefit Plans | The components of our consolidated net postretirement costs are set forth in the following table: For the Three Months For the Six Months 2018 2017 2018 2017 (Dollars in thousands) Service cost $ — $ 1 $ — $ 1 Interest cost 251 241 502 483 Net cost $ 251 $ 242 $ 502 $ 484 |
Goodwill And Other Intangible26
Goodwill And Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule Of Changes In The Carrying Value Of Goodwill | The following tables represent the changes in the carrying value of goodwill and intangibles for the six months ended June 30, 2018 : Goodwill (Dollars in thousands) Balance as of December 31, 2017 $ 171,117 Adjustments — Balance as of June 30, 2018 $ 171,117 |
Schedule Of Intangible Assets With Determinable Useful Lives By Major Category | Intangible Assets As of June 30, 2018 As of December 31, 2017 Gross Carrying Amount Accumulated Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (Dollars in Thousands) Trade name $ 22,500 $ (6,629 ) $ 15,871 $ 22,500 $ (5,512 ) $ 16,988 Technological know-how 55,300 (20,502 ) 34,798 55,300 (17,265 ) 38,035 Customer –related intangible 64,500 (12,859 ) 51,641 64,500 (10,637 ) 53,863 Total finite-lived intangible assets $ 142,300 $ (39,990 ) $ 102,310 $ 142,300 $ (33,414 ) $ 108,886 |
Debt And Liquidity (Tables)
Debt And Liquidity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Long-term Debt and Capital Lease Obligations [Abstract] | |
Schedule Of Long-Term Debt | The following table presents our long-term debt: As of As of (Dollars in thousands) Old Credit Facility (Old Revolving Facility and Old Term Loan Facility) $ — $ 58,192 Senior Notes — 280,586 2018 Credit Facility (2018 Term Loan and 2018 Revolving Facility) 2,209,075 — Other Debt 931 596 Total Debt 2,210,006 339,374 Less: Short-term Debt (106,378 ) (16,474 ) Long-term Debt $ 2,103,628 $ 322,900 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule Of Inventories | Inventories are comprised of the following: As of As of (Dollars in thousands) Inventories: Raw materials $ 73,349 $ 39,434 Work in process 109,091 85,852 Finished goods 68,888 48,865 Total $ 251,328 $ 174,151 |
Interest Expense (Tables)
Interest Expense (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Interest and Debt Expense [Abstract] | |
Schedule Of Interest Expense | The following tables present the components of interest expense: For the Three Months For the Six Months 2018 2017 2018 2017 (Dollars in thousands) Interest incurred on debt $ 22,554 $ 6,217 $ 35,473 $ 12,086 Related party Promissory Note interest expense 5,090 — 5,090 — Senior Note redemption premium — — 4,782 — Accretion of fair value adjustment on Senior Notes — 1,609 19,414 3,208 Accretion of original issue discount on 2018 Term Loans 268 — 357 — Amortization of debt issuance costs 755 76 1,416 154 Total interest expense $ 28,667 $ 7,902 $ 66,532 $ 15,448 |
Contingencies (Tables)
Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Loss Contingency [Abstract] | |
Schedule Of Product Warranties Accrual | Claims accrued but not yet paid and the related activity within the accrual for the six months ended June 30, 2018 , are presented below: (Dollars in thousands) Balance as of December 31, 2017 $ 349 Product warranty accruals and adjustments 1,256 Settlements (88 ) Balance as of June 30, 2018 $ 1,517 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Summary Of Provision For Income Taxes | The following tables summarize the provision for income taxes for the six months ended June 30, 2018 and June 30, 2017 : For the Three Months For the Six Months 2018 2017 2018 2017 (Dollars in thousands) Tax (benefit) expense $ (17,264 ) $ 925 $ 11,379 $ 1,286 Pretax income (loss) 184,499 (12,408 ) 435,189 (34,325 ) Effective tax rates (9.4 )% (7.5 )% 2.6 % (3.7 )% |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value of all derivatives is recorded as assets or liabilities on a gross basis in our Consolidated Balance Sheets. As of June 30, 2018 and December 31, 2017 , respectively, the fair value of our derivatives and their respective balance sheet locations are presented in the following table: Asset Derivatives Liability Derivatives Location Fair Value Location Fair Value As of June 30, 2018 (Dollars in thousands) Derivatives designated as cash flow hedges: Commodity derivative contracts Prepaid and other current assets $ 15,643 Other accrued liabilities $ — Other long-term assets 13,095 Other long-term obligations 58 Total fair value $ 28,738 $ 58 As of December 31, 2017 Derivatives designated as cash flow hedges: Commodity derivative contracts Prepaid and other current assets $ 2,518 Other accrued liabilities $ — Other long-term assets 2,808 Other long-term obligations 581 Total fair value $ 5,326 $ 581 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | The following table reflects the change in stockholders' equity for the period December 31, 2017 to June 30, 2018 : (dollars in thousands) Stockholders' equity as of December 31, 2017 $ 613,215 Total comprehensive income 437,082 Dividends paid (1,291,494 ) Related party dividend of Promissory Note (750,000 ) Stock based compensation 178 Stockholders' equity as of June 30, 2018 $ (991,019 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Calculation of our Basic and Diluted Earnings per share Calculation | The following table shows the information used in the calculation of our basic and diluted earnings per share calculation as of June 30, 2018 and December 31, 2017. See Note 12 "Stockholders' Equity" for details on our April 12, 2018 stock split. For the Three Months For the Six Months 2018 2017 2018 2017 Weighted average common shares outstanding for basic calculation 302,225,923 302,225,923 302,225,923 302,225,923 Add: Effect of stock options and restricted stock 5,508 — 2,789 — Weighted average common shares outstanding for diluted calculation 302,231,431 302,225,923 302,228,712 302,225,923 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Rollforward of Nonvested stock options, deferred stock options, and restricted stock units | Stock Options Number of Shares Weighted- Average Exercise Price Outstanding unvested as of January 1, 2018 — — Granted 912,790 15.36 Forfeited (11,070 ) 15.00 Outstanding unvested as of June 30, 2018 901,720 15.36 Deferred Stock Units Number of Shares Weighted- Average Grant Date Fair Value Outstanding unvested as of January 1, 2018 — — Granted 19,335 13.20 Outstanding unvested as of June 30, 2018 19,335 13.20 Restricted Stock Units Number of Shares Weighted- Average Grant Date Fair Value Outstanding unvested as of January 1, 2018 — — Granted 6,740 14.02 Outstanding unvested as of June 30, 2018 6,740 14.02 |
Organization And Summary Of S36
Organization And Summary Of Significant Accounting Policies (Details) | Mar. 31, 2018major_product_categories |
Accounting Policies [Abstract] | |
Number of major product categories | 2 |
Organization And Summary Of S37
Organization And Summary Of Significant Accounting Policies - Income Statement Impact (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue, Initial Application Period Cumulative Effect Transition | ||||||
Cost of sales | $ 165,910 | $ 106,434 | $ 311,059 | $ 209,887 | $ 463,054 | $ 468,202 |
Research and development | 581 | 933 | 1,010 | 1,754 | 3,456 | 2,534 |
Selling and administrative expenses | 16,239 | 12,169 | 32,115 | 23,824 | 52,506 | 58,515 |
Other expense (income), net | $ (974) | 1,423 | $ 1,031 | 4,727 | (2,104) | (4,266) |
Calculated under Revenue Guidance in Effect before Topic 606 | ||||||
Revenue, Initial Application Period Cumulative Effect Transition | ||||||
Cost of sales | 106,635 | 210,289 | 462,848 | 466,990 | ||
Research and development | 943 | 1,772 | 2,951 | 2,399 | ||
Selling and administrative expenses | 12,195 | 23,878 | 49,479 | 57,784 | ||
Other expense (income), net | 1,186 | 4,253 | 1,634 | (2,188) | ||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | ||||||
Revenue, Initial Application Period Cumulative Effect Transition | ||||||
Cost of sales | (201) | (402) | 206 | 1,212 | ||
Research and development | (10) | (18) | 505 | 135 | ||
Selling and administrative expenses | (26) | (54) | 3,027 | 731 | ||
Other expense (income), net | $ 237 | $ 474 | $ (3,738) | $ (2,078) |
Discontinued Operations and R38
Discontinued Operations and Related Assets Held for Sale (Narratives) (Details) - USD ($) $ in Thousands | Jul. 03, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2016 | Nov. 30, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from divestiture of businesses | $ 15,900 | ||||||
Gain (Loss) on Disposition of Business | (200) | ||||||
Fiber Materials Inc. [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Potential Earnings in Disposed Entity | $ 8,500 | ||||||
Discontinued Operations, Held-for-sale [Member] | Engineered Solutions [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Impairment | $ 0 | $ 2,800 | $ 0 | $ 5,300 | $ 120,000 | ||
Gain (Loss) on Disposition of Business | $ 0 | $ 0 | $ 0 | $ 0 | |||
Discontinued Operations, Held-for-sale [Member] | Advanced Energy Technologies | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from divestiture of businesses | $ 28,500 |
Discontinued Operations and R39
Discontinued Operations and Related Assets Held for Sale (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||||
Gain on sale of assets | $ 200 | |||||
Discontinued Operation, Alternative Cash Flow Information [Abstract] | ||||||
Gain on sale of assets | 200 | |||||
Inventories | $ (82,565) | $ 5,999 | ||||
Current Liabilities: | ||||||
Total current liabilities of discontinued operations | $ 2,761 | 2,761 | $ 3,412 | |||
Engineered Solutions [Member] | Discontinued Operations, Held-for-sale [Member] | ||||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||||
Net sales | 13 | $ 32,428 | 2,468 | 64,193 | ||
Cost of sales | 142 | 28,610 | 1,335 | 57,022 | ||
Gross (loss) profit | (129) | 3,818 | 1,133 | 7,171 | ||
Research and development | 0 | 711 | 0 | 1,281 | ||
Selling and administrative expenses | 114 | 4,106 | (244) | 7,800 | ||
Gain on sale of assets | 0 | 0 | 0 | 0 | ||
Impairment | 0 | 2,800 | 0 | 5,300 | 120,000 | |
Operating (loss) income | (243) | (3,799) | 1,377 | (7,210) | ||
Other (income) expense | (47) | (18) | ||||
other expenses | 72 | 66 | ||||
Interest expense | 0 | 524 | 0 | 1,133 | ||
(Loss) income from discontinued operations before income taxes | (315) | (4,276) | 1,311 | (8,325) | ||
Benefit from income taxes on discontinued operations | 0 | (226) | 0 | (209) | ||
Net (loss) income from discontinued operations | (315) | (4,050) | 1,311 | (8,116) | ||
Discontinued Operation, Alternative Cash Flow Information [Abstract] | ||||||
Depreciation and amortization | 0 | 2,311 | ||||
Impairment | 0 | 2,800 | 0 | 5,300 | $ 120,000 | |
Gain on sale of assets | 0 | $ 0 | 0 | 0 | ||
Deferred income taxes | 0 | (209) | ||||
Capital expenditures | 0 | $ 432 | ||||
Current Assets: | ||||||
Accounts receivable | 1,234 | 1,234 | 3,351 | |||
Inventories | 191 | 191 | 502 | |||
Prepaid expenses and other current assets | 326 | 326 | 1,137 | |||
Long-term Assets: | ||||||
Net property plant and equipment | 0 | 0 | 226 | |||
Other assets | 96 | 96 | 97 | |||
Total long-term assets of discontinued operations | 1,847 | 1,847 | 5,313 | |||
Current Liabilities: | ||||||
Accounts payable | 905 | 905 | 512 | |||
Accrued income and other taxes | 181 | 181 | 158 | |||
Other accrued liabilities | 1,675 | 1,675 | 2,742 | |||
Total current liabilities of discontinued operations | 2,761 | 2,761 | 3,412 | |||
Long-term Liabilities: | ||||||
Other long-term obligations | 376 | 376 | 376 | |||
Total liabilities of discontinued operations | $ 3,137 | $ 3,137 | $ 3,788 |
Revenue From Contracts with C40
Revenue From Contracts with Customers - Disaggregate Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition | ||
Total Revenues | $ 456,332 | $ 908,231 |
Graphite Electrodes - Three-to-five-year contracts | ||
Revenue, Initial Application Period Cumulative Effect Transition | ||
Total Revenues | 345,246 | 617,447 |
Graphite Electrodes - Short-term contracts | ||
Revenue, Initial Application Period Cumulative Effect Transition | ||
Total Revenues | 96,823 | 264,418 |
By-products | ||
Revenue, Initial Application Period Cumulative Effect Transition | ||
Total Revenues | $ 14,263 | $ 26,366 |
Revenue From Contracts with C41
Revenue From Contracts with Customers - Narratives (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Disaggregation of Revenue | |||
Accounts and notes receivable, net of allowances | $ 220,631 | $ 116,841 | |
Revenue recognized | $ 20,604 | $ 0 |
Revenue From Contracts with C42
Revenue From Contracts with Customers - Current and Deferred Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Movement in Deferred Revenue [Roll Forward] | |||
Balance as of December 31, 2017 | $ 20,784 | ||
Revenue recognized that was included in the deferred revenue balance at the beginning of the period | (20,604) | $ 0 | |
Deferred Revenue, Period Increase (Decrease) | 467 | ||
Balance as of June 30, 2018 | 555 | ||
Balance as of December 31, 2017 | 0 | ||
Increases due to cash received, excluding amounts recognized as revenue during the period | 8,242 | ||
Balance as of June 30, 2018 | 7,732 | ||
Increase (Decrease) in Deferred Revenue | $ (510) | $ (92) |
Revenue From Contracts with C43
Revenue From Contracts with Customers - Performance Obligation (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Mar. 31, 2018 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 9 months | |
Revenue, Remaining Performance Obligation | $ 714,709 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |
Revenue, Remaining Performance Obligation | $ 1,347,005 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |
Revenue, Remaining Performance Obligation | 1,270,684 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |
Revenue, Remaining Performance Obligation | 1,114,294 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |
Revenue, Remaining Performance Obligation | $ 5,532,417 | $ 1,085,725 |
Benefit Plans (Schedule Of Bene
Benefit Plans (Schedule Of Benefit Plans) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Pension Costs | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 498 | $ 496 | $ 996 | $ 992 |
Interest cost | 1,241 | 1,385 | 2,482 | 2,769 |
Expected return on plan assets | (1,502) | (1,389) | (3,004) | (2,777) |
Net cost | 237 | 492 | 474 | 984 |
Postretirement Costs | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0 | 1 | 0 | 1 |
Interest cost | 251 | 241 | 502 | 483 |
Net cost | $ 251 | $ 242 | $ 502 | $ 484 |
Goodwill And Other Intangible45
Goodwill And Other Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Amortization expense of intangible assets | $ 3.3 | $ 3.5 | $ 6.6 | $ 6.9 | |
Finite-Lived Intangible Assets, Amortization Expense, Next Rolling Twelve Months | $ 6.3 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 12.2 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 11.4 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 10.7 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $ 10.1 |
Goodwill And Other Intangible46
Goodwill And Other Intangible Assets (Schedule Of Changes In The Carrying Value Of Goodwill) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
Beginning Balance | $ 171,117 |
Adjustments | 0 |
Ending Balance | $ 171,117 |
Goodwill And Other Intangible47
Goodwill And Other Intangible Assets (Schedule Of Intangible Assets With Determinable Useful Lives By Major Category) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Goodwill [Line Items] | ||
Gross Carrying Amount | $ 142,300 | $ 142,300 |
Accumulated Amortization | (39,990) | (33,414) |
Net Carrying Amount | 102,310 | 108,886 |
Trade Name | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | 22,500 | 22,500 |
Accumulated Amortization | (6,629) | (5,512) |
Net Carrying Amount | 15,871 | 16,988 |
Technological Know-How | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | 55,300 | 55,300 |
Accumulated Amortization | (20,502) | (17,265) |
Net Carrying Amount | 34,798 | 38,035 |
Customer-Related Intangible | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | 64,500 | 64,500 |
Accumulated Amortization | (12,859) | (10,637) |
Net Carrying Amount | $ 51,641 | $ 53,863 |
Debt And Liquidity (Narrative)
Debt And Liquidity (Narrative) (Details) - USD ($) | Apr. 19, 2018 | Feb. 12, 2018 | Feb. 27, 2015 | Jun. 30, 2018 | Jun. 15, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Apr. 27, 2016 | Aug. 11, 2015 | Jul. 28, 2015 | Apr. 23, 2014 | Nov. 20, 2012 |
Debt Instrument [Line Items] | |||||||||||||
Long-term Debt | $ 2,210,006,000 | $ 339,374,000 | |||||||||||
Minimum Liquidity | $ 25,000,000 | ||||||||||||
Stated interest rate | 6.375% | ||||||||||||
Loan balance, net of unamortized discount | 106,378,000 | $ 16,474,000 | |||||||||||
12 Month Trailing EBITDA | 75,000,000 | ||||||||||||
12 Month Trailing EBITDA Minimum (Low End) | 40,000,000 | ||||||||||||
12 Month Trailing EBITDA Minimum (High End) | 35,000,000 | ||||||||||||
Equity interest pledge | 65.00% | ||||||||||||
Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term Debt | $ 0 | 280,586,000 | |||||||||||
Principal amount issued | $ 300,000,000 | ||||||||||||
Stated interest rate | 6.375% | ||||||||||||
Repurchase price, percentage of principal, due to change in control | 101.00% | ||||||||||||
Debt Instrument, Redemption Price, Percentage | 101.594% | ||||||||||||
Minimum | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Unpaid indebtedness or accelerated proceeds exceeds | $ 50,000,000 | ||||||||||||
Unpaid judgment or decree in excess of | $ 50,000,000 | ||||||||||||
Amended and Restated Credit Agreement | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Undrawn commitment fee | 0.35% | ||||||||||||
Amended and Restated Credit Agreement | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Undrawn commitment fee | 0.70% | ||||||||||||
Amended and Restated Credit Agreement | LIBOR | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Margin spread on variable interest rate | 2.25% | ||||||||||||
Amended and Restated Credit Agreement | LIBOR | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Margin spread on variable interest rate | 4.75% | ||||||||||||
2018 Credit Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 4 | ||||||||||||
Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term Line of Credit | $ 0 | 58,192,000 | |||||||||||
Revolving Credit Facility | Amended and Restated Credit Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Borrowing capacity | $ 400,000,000 | ||||||||||||
Revolving Credit Facility | Amended and Restated Credit Agreement July 2015 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Borrowing capacity | $ 225,000,000 | $ 375,000,000 | |||||||||||
Long-term Line of Credit | 39,500,000 | ||||||||||||
Outstanding letters of credit | 8,700,000 | ||||||||||||
Revolving Credit Facility | 2018 Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Borrowing capacity | $ 250,000,000 | $ 2,250,000,000 | $ 1,500,000,000 | ||||||||||
Borrowing threshold (greater than) | $ 35,000,000 | ||||||||||||
Borrowing threshold percentage | 35.00% | ||||||||||||
Increase in borrowing capacity | $ 750,000,000 | ||||||||||||
Debt instrument, upfront fees | 1.00% | ||||||||||||
Revolving Credit Facility | 2018 Revolving Credit Facility | LIBO | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Margin spread on variable interest rate | 3.75% | ||||||||||||
Revolving Credit Facility | 2018 Revolving Credit Facility | ABR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Margin spread on variable interest rate | 2.75% | ||||||||||||
Term Loan Facility | Amended and Restated Credit Agreement July 2015 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Borrowing capacity | $ 40,000,000 | ||||||||||||
Long-term Line of Credit | $ 19,000,000 | $ 40,000,000 | |||||||||||
Line of Credit | 2018 Term Loan Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Borrowing capacity | $ 1,500,000,000 | ||||||||||||
Margin spread on variable interest rate | 0.25% | ||||||||||||
Debt Instrument, Amortization Rate | 5.00% | ||||||||||||
Prepayment premium | 1.00% | ||||||||||||
Excess Cashflow Threshold Percentage | 75.00% | ||||||||||||
Line of Credit | 2018 Term Loan Facility | Contingent Event One | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Excess Cashflow Threshold Percentage | 50.00% | ||||||||||||
Line of Credit | 2018 Term Loan Facility | Contingent Event Two | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Excess Cashflow Threshold Percentage | 0.00% | ||||||||||||
Leverage ratio | 1.25 | ||||||||||||
Line of Credit | 2018 Term Loan Facility | Minimum | Contingent Event One | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 1.25 | ||||||||||||
Line of Credit | 2018 Term Loan Facility | Maximum | Contingent Event One | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 1.75 | ||||||||||||
Line of Credit | 2018 Term Loan Facility | LIBO | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Margin spread on variable interest rate | 3.50% | ||||||||||||
Undrawn commitment fee | 0.25% | ||||||||||||
Line of Credit | 2018 Term Loan Facility | ABR | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Margin spread on variable interest rate | 2.50% | ||||||||||||
Brookfield | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 175.00% | ||||||||||||
Brookfield | Brookfield Promissory Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Dividends Payable | $ 750,000,000 | ||||||||||||
Brookfield | Brookfield Promissory Note [Member] | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 175.00% | ||||||||||||
Brookfield | Brookfield Promissory Note [Member] | LIBO | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Margin spread on variable interest rate | 4.50% | ||||||||||||
Third Anniversary | Brookfield | Brookfield Promissory Note [Member] | LIBO | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Margin spread on variable interest rate | 2.00% |
Debt And Liquidity (Schedule Of
Debt And Liquidity (Schedule Of Long-Term Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total Debt | $ 2,210,006 | $ 339,374 |
Less: Short-term Debt | (106,378) | (16,474) |
Long-term debt | 2,103,628 | 322,900 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Total Debt | 0 | 280,586 |
Senior Subordinated Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 2,209,075 | 0 |
Other Debt | ||
Debt Instrument [Line Items] | ||
Total Debt | 931 | 596 |
Old Credit Facility (Old Revolving Facility and Old Term Loan Facility) | ||
Debt Instrument [Line Items] | ||
Old Credit Facility (Old Revolving Facility and Old Term Loan Facility) | $ 0 | $ 58,192 |
Inventories (Schedule Of Invent
Inventories (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventories: | ||
Raw materials | $ 73,349 | $ 39,434 |
Work in process | 109,091 | 85,852 |
Finished goods | 68,888 | 48,865 |
Total | $ 251,328 | $ 174,151 |
Interest Expense (Details)
Interest Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Aug. 14, 2015 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Interest and Debt Expense [Abstract] | ||||||
Interest incurred on debt | $ 22,554 | $ 6,217 | $ 35,473 | $ 12,086 | ||
Interest Expense, Related Party | 5,090 | 0 | 5,090 | 0 | ||
Senior Note redemption premium | 0 | 0 | 4,782 | 0 | ||
Accretion of fair value adjustment on Senior Notes | 0 | 1,609 | 19,414 | 3,208 | ||
Accretion of original issue discount on 2018 Term Loans | $ 268 | 0 | 357 | 0 | ||
Amortization of debt issuance costs | 755 | 76 | 1,416 | 154 | ||
Total interest expense | $ 28,667 | $ 7,902 | $ 66,532 | $ 15,448 | ||
Effective interest rate, revolving credit facility | 5.59% | 4.57% | ||||
Stated interest rate | 6.375% | |||||
Accelerated Accretion | $ 18,700 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Loss Contingency [Abstract] | ||
Due to Related Parties, Noncurrent | $ 61,801 | $ 0 |
Product Warranty Expense | 1,256 | |
Balance as of December 31, 2017 | 349 | |
Payments and settlements | (88) | |
Balance as of June 30, 2018 | 1,517 | |
Minimum | ||
Loss Contingencies | ||
Potential loss liability | 65,000 | |
Maximum | ||
Loss Contingencies | ||
Potential loss liability | $ 90,000 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
U.S. statutory rate | 21.00% | 35.00% | ||
Effective tax rate | (9.40%) | (7.50%) | 2.60% | (3.70%) |
Unrecognized tax benefits | $ 2,500 | $ 2,500 | ||
Unrecognized tax benefits that would have a favorable impact on effective tax rate | 2,200 | 2,200 | ||
Provision for income taxes | (17,264) | $ 925 | $ 11,379 | $ 1,286 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 80,100 |
Income Taxes (Summary Of Provis
Income Taxes (Summary Of Provision For Income Taxes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Tax (benefit) expense | $ (17,264) | $ 925 | $ 11,379 | $ 1,286 |
Pretax income (loss) | $ 184,499 | $ (12,408) | $ 435,189 | $ (34,325) |
Effective tax rates (percentage) | (9.40%) | (7.50%) | 2.60% | (3.70%) |
Derivative Instruments (Narrati
Derivative Instruments (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Derivative | |||||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Assets, Fair Value, Net | $ 13,400,000 | $ 13,400,000 | $ 14,800,000 | ||
Derivative, Net Hedge Ineffectiveness Gain (Loss) | 2,100,000 | $ 100,000 | 1,400,000 | $ 700,000 | |
Foreign currency derivatives | |||||
Derivative | |||||
Derivative, Notional Amount | 15,200,000 | 15,200,000 | |||
Commodity derivative contracts | |||||
Derivative | |||||
Derivative, Notional Amount | $ 168,200,000 | 168,200,000 | 143,900,000 | ||
Unrealized (loss) gain in other comprehensive income | $ (27,800,000) | $ 4,700,000 |
Derivative Instruments - Balanc
Derivative Instruments - Balance Sheet Location (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Foreign currency derivatives | Not Designated as Hedging Instrument | Prepaid and other current assets | ||
Derivatives, Fair Value | ||
Derivative asset fair value | $ 23 | $ 9 |
Foreign currency derivatives | Not Designated as Hedging Instrument | Other current liabilities | ||
Derivatives, Fair Value | ||
Derivative liability fair value | 34 | 90 |
Cash Flow Hedging | Commodity derivative contracts | Designated as Hedging Instrument | ||
Derivatives, Fair Value | ||
Derivative asset fair value | 28,738 | 5,326 |
Derivative liability fair value | 58 | 581 |
Cash Flow Hedging | Commodity derivative contracts | Designated as Hedging Instrument | Prepaid and other current assets | ||
Derivatives, Fair Value | ||
Derivative asset fair value | 15,643 | 2,518 |
Cash Flow Hedging | Commodity derivative contracts | Designated as Hedging Instrument | Other accrued liabilities | ||
Derivatives, Fair Value | ||
Derivative liability fair value | 0 | 0 |
Cash Flow Hedging | Commodity derivative contracts | Designated as Hedging Instrument | Other long-term assets | ||
Derivatives, Fair Value | ||
Derivative asset fair value | 13,095 | 2,808 |
Cash Flow Hedging | Commodity derivative contracts | Designated as Hedging Instrument | Other long-term obligations | ||
Derivatives, Fair Value | ||
Derivative liability fair value | $ 58 | $ 581 |
Derivative Instruments - Income
Derivative Instruments - Income Statement (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cost of goods sold, Other expense/(income) | ||
Derivative Instruments, Gain (Loss) | ||
Amount of (Gain)/Loss Recognized | $ (296) | $ 842 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narratives (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 29, 2018 | Apr. 26, 2018 | Apr. 23, 2018 | Apr. 19, 2018 | Apr. 12, 2018 | Jun. 30, 2018 |
Class of Stock [Line Items] | ||||||
Stockholders' Equity Note, Stock Split | 3,022,259.23 | |||||
Dividends, Cash | $ 19.5 | |||||
Common stock dividend declared (usd per share) | $ 0.0645 | |||||
Common stock dividend declared, prorated quarterly (usd per share) | 0.085 | |||||
Common stock dividend declared, annualized (usd per share) | $ 0.34 | |||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares issued (shares) | 3,097,525 | |||||
Shares issued (usd per share) | $ 15 | |||||
IPO | ||||||
Class of Stock [Line Items] | ||||||
Percentage of ownership sold in transaction | 11.60% | |||||
Offering costs | $ 5.1 | |||||
IPO | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares issued in IPO (shares) | 38,097,525 | 35,000,000 | ||||
Sale price (usd per share) | $ 15 | |||||
Brookfield | ||||||
Class of Stock [Line Items] | ||||||
Dividends, Cash | $ 160 | |||||
Brookfield | Maximum | ||||||
Class of Stock [Line Items] | ||||||
Leverage ratio | 175.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Increase (Decrease) in Stockholders' Equity | ||||
Stockholders' equity as of December 31, 2017 | $ 613,215 | |||
Total comprehensive income | $ 214,482 | $ (8,628) | 437,082 | $ (30,132) |
Dividends paid | (1,291,494) | 0 | ||
Related party Promissory Note repayment | (750,000) | $ 0 | ||
Related party dividend of Promissory Note | 178 | |||
Stockholders' equity as of June 30, 2018 | $ (991,019) | $ (991,019) |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Weighted Average Number of Shares Outstanding, Basic | 302,225,923 | 302,225,923 | 302,225,923 | 302,225,923 |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 5,508 | 0 | 2,789 | 0 |
Weighted Average Number of Shares Outstanding, Diluted | 302,231,431 | 302,225,923 | 302,228,712 | 302,225,923 |
Anti-dilutive shares (shares) | 676,185 | 342,462 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - Omnibus Equity Incentive Plan - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Stock Option | ||
Number of Shares | ||
Beginning balance (shares) | 0 | |
Granted (shares) | 912,790 | 912,790 |
Forfeited (shares) | (11,070) | |
Ending (shares) | 901,720 | 0 |
Weighted- Average Exercise Price | ||
Beginning balance (weighted average share price) | $ 0 | |
Granted (weighted average share price) | 15.36 | |
Forfeited (weighted average share price) | 15 | |
Ending balance (weighted average share price) | $ 15.36 | $ 15.36 |
Deferred Stock Units | ||
Number of Shares | ||
Beginning balance (shares) | 0 | |
Granted (shares) | 19,335 | 19,335 |
Ending balance (shares) | 19,335 | 19,335 |
Weighted- Average Grant Date Fair Value | ||
Beginning balance (weighted average share price) | $ 0 | |
Granted (weighted average share price) | 13.20 | |
Ending balance (weighted average share price) | $ 13.20 | $ 13.20 |
Restricted Stock Units | ||
Number of Shares | ||
Beginning balance (shares) | 0 | |
Granted (shares) | 6,740 | 6,740 |
Ending balance (shares) | 6,740 | 6,740 |
Weighted- Average Grant Date Fair Value | ||
Beginning balance (weighted average share price) | $ 0 | |
Granted (weighted average share price) | 14.02 | |
Ending balance (weighted average share price) | $ 14.02 | $ 14.02 |
Stock Based Compensation - Narr
Stock Based Compensation - Narratives (Details) - Omnibus Equity Incentive Plan $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018USD ($)shares | Jun. 30, 2018USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation | $ | $ 0.2 | |
Stock based compensation not yet recognized | $ | $ 5.5 | $ 5.5 |
Period in which compensation expense will be recognized | 3 years | |
Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted non-vested options (shares) | 912,790 | 912,790 |
Deferred Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted non-vested shares other than option (shares) | 19,335 | 19,335 |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted non-vested shares other than option (shares) | 6,740 | 6,740 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Jul. 31, 2018 | Apr. 23, 2018 |
Subsequent Event | ||
Common stock dividend declared (usd per share) | $ 0.0645 | |
Subsequent Event | ||
Subsequent Event | ||
Common stock dividend declared (usd per share) | $ 0.09 |