Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 31, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 1-13888 | |
Entity Registrant Name | GRAFTECH INTERNATIONAL LTD. | |
Entity Incorporation, State | DE | |
Entity Tax Identification Number | 27-2496053 | |
Entity Address, Street | 982 Keynote Circle | |
Entity Address, City | Brooklyn Heights, | |
Entity Address, State | OH | |
Entity Address, Zip Code | 44131 | |
City Area Code | 216 | |
Local Phone Number | 676-2000 | |
Title of each class | Common stock, $0.01 par value per share | |
Trading Symbol(s) | EAF | |
Name of each exchange on which registered | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 267,188,547 | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000931148 | |
Current Fiscal Year End Date | --12-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 158,841 | $ 80,935 |
Accounts and notes receivable, net of allowance for doubtful accounts of $8,973 as of September 30, 2020 and $5,474 as of December 31, 2019 | 164,195 | 247,051 |
Inventories | 299,236 | 313,648 |
Prepaid expenses and other current assets | 35,299 | 40,946 |
Total current assets | 657,571 | 682,580 |
Property, plant and equipment | 765,822 | 733,417 |
Less: accumulated depreciation | 264,304 | 220,397 |
Net property, plant and equipment | 501,518 | 513,020 |
Deferred income taxes | 40,767 | 55,217 |
Goodwill | 171,117 | 171,117 |
Other assets | 96,616 | 104,230 |
Total assets | 1,467,589 | 1,526,164 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 49,056 | 78,697 |
Short-term debt | 147 | 141 |
Accrued income and other taxes | 81,756 | 65,176 |
Other accrued liabilities | 65,058 | 48,335 |
Related party payable - tax receivable agreement | 16,115 | 27,857 |
Total current liabilities | 212,132 | 220,206 |
Long-term debt | 1,564,431 | 1,812,682 |
Other long-term obligations | 76,403 | 72,562 |
Deferred Income Tax Liabilities, Net | 44,251 | 49,773 |
Related party payable - tax receivable agreement long-term | 42,479 | 62,014 |
Stockholders’ equity: | ||
Preferred stock, par value $0.01, 300,000,000 shares authorized, none issued | 0 | 0 |
Common stock, par value $0.01, 3,000,000,000 shares authorized, 267,188,547 shares issued and outstanding as of September 30, 2020 and 270,485,308 as of December 31, 2019 | 2,672 | 2,705 |
Additional paid-in capital | 757,576 | 765,419 |
Accumulated other comprehensive loss | (39,161) | (7,361) |
Accumulated deficit | (1,193,194) | (1,451,836) |
Total stockholders’ deficit | (472,107) | (691,073) |
Total liabilities and stockholders’ equity | 1,467,589 | 1,526,164 |
Accounts and notes receivable, net of allowance for doubtful accounts | $ 8,973 | $ 5,474 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 267,188,547 | 270,485,308 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts and notes receivable, net of allowance for doubtful accounts | $ 8,973 | $ 5,474 |
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 | 267,188,547 | 270,485,308 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net sales | $ 286,987 | $ 420,797 | $ 886,351 | $ 1,376,181 |
Cost of sales | 131,862 | 178,497 | 401,379 | 571,068 |
Gross profit | 155,125 | 242,300 | 484,972 | 805,113 |
Research and development | 650 | 611 | 2,072 | 1,961 |
Selling and administrative expenses | 19,062 | 15,708 | 49,995 | 46,328 |
Operating loss | 135,413 | 225,981 | 432,905 | 756,824 |
Other expense (income), net | 694 | (688) | (2,309) | 642 |
Related party Tax Receivable Agreement benefit | 0 | 0 | (3,346) | 0 |
Interest expense | 22,474 | 31,803 | 69,026 | 98,472 |
Interest income | (93) | (1,765) | (1,582) | (2,910) |
Loss from continuing operations before provision for income taxes | 112,338 | 196,631 | 371,116 | 660,620 |
Provision for (benefit from) income taxes | 18,104 | 20,755 | 61,838 | 90,940 |
Net income | $ 94,234 | $ 175,876 | $ 309,278 | $ 569,680 |
Net income (loss) per share (usd per share) | $ 0.35 | $ 0.61 | $ 1.15 | $ 1.96 |
Weighted Average Number of Shares Outstanding, Basic (shares) | 267,265,705 | 290,112,233 | 267,908,427 | 290,410,859 |
Income (loss) from continuing operations per common share (usd per share) | $ 0.35 | $ 0.61 | $ 1.15 | $ 1.96 |
Weighted average common shares outstanding (shares) | 267,279,555 | 290,127,296 | 267,920,890 | 290,422,351 |
Other comprehensive income: | ||||
Foreign currency translation adjustments | $ 7,455 | $ (13,597) | $ (6,083) | $ (13,519) |
Commodities and foreign currency derivatives and other, net of tax of $10, $13 and $(12), respectively | 2,826 | (25,934) | (25,717) | (4,358) |
Other comprehensive (loss) income, net of tax | 10,281 | (39,531) | (31,800) | (17,877) |
Comprehensive loss | 104,515 | 136,345 | 277,478 | 551,803 |
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | 0 | (92) | (162) | (128) |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax | $ (740) | $ 6,972 | $ 7,224 | $ 1,065 |
Consolidated Statements Of Op_2
Consolidated Statements Of Operations And Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | $ 0 | $ (92) | $ (162) | $ (128) |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax | $ (740) | $ 6,972 | $ 7,224 | $ 1,065 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flow from operating activities: | ||
Net income | $ 309,278 | $ 569,680 |
Adjustments to reconcile net income to cash provided by operations: | ||
Depreciation and amortization | 45,074 | 46,387 |
Related party Tax Receivable Agreement benefit | (3,346) | 0 |
Deferred income tax provision | 16,237 | 28,696 |
Interest expense | 4,768 | 4,764 |
Other charges, net | 2,335 | 17,689 |
Net change in working capital* | 85,098 | (80,311) |
Repayments Of Related Party Payable | (27,857) | 0 |
Change in long-term assets and liabilities | (14,922) | (2,133) |
Net cash provided by operating activities | 416,665 | 584,772 |
Cash flow from investing activities: | ||
Capital expenditures | (30,688) | (44,053) |
Proceeds from the sale of assets | 78 | 98 |
Net cash used in investing activities | (30,610) | (43,955) |
Cash flow from financing activities: | ||
Repurchase of common stock-non-related party | (30,099) | (9,484) |
Payments Related to Tax Withholding for Share-based Compensation | (71) | 0 |
Principal repayments on long-term debt | (249,214) | (125,000) |
Dividends paid to non-related-party | (7,553) | (15,505) |
Dividends paid to related-party | (20,650) | (58,507) |
Net cash used in financing activities | (307,587) | (208,496) |
Net change in cash and cash equivalents | 78,468 | 332,321 |
Effect of exchange rate changes on cash and cash equivalents | (562) | (1,037) |
Cash and cash equivalents at beginning of period | 80,935 | 49,880 |
Cash and cash equivalents at end of period | 158,841 | 381,164 |
* Net change in working capital due to changes in the following components: | ||
Accounts and notes receivable, net | 78,408 | (20,727) |
Inventories | 10,371 | (19,908) |
Prepaid expenses and other current assets | 5,437 | 5,703 |
Income taxes payable | 16,032 | (28,152) |
Accounts payable and accruals | (25,078) | (17,336) |
Interest payable | (72) | 109 |
Net change in working capital | $ 85,098 | $ (80,311) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity Statement - USD ($) $ in Thousands | Total | Affiliated Entity | Cumulative Effect, Period of Adoption, Adjusted Balance | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income(Loss) | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit)Cumulative Effect, Period of Adoption, Adjusted Balance |
Beginning balance at Dec. 31, 2018 | $ (1,076,769) | $ 2,905 | $ 819,622 | $ (5,800) | $ (1,893,496) | |||
Beginning balance (shares) at Dec. 31, 2018 | 290,537,612 | |||||||
Comprehensive income (loss): | ||||||||
Net income | 197,436 | 197,436 | ||||||
Commodity and foreign currency derivatives income, net of tax | 27,113 | |||||||
Commodity and foreign currency derivatives reclassification adjustments, net of tax | (1,456) | |||||||
Foreign currency translation adjustments | (3,539) | (3,539) | ||||||
Other comprehensive (loss) income, net of tax | 22,118 | 22,118 | ||||||
Stock-based compensation | 293 | 293 | ||||||
Dividends paid to related-party | (19,502) | (19,502) | ||||||
Payments of Dividends | (5,194) | (5,194) | ||||||
Ending balance at Mar. 31, 2019 | (881,618) | $ 2,905 | 819,915 | 16,318 | (1,720,756) | |||
Ending balance (shares) at Mar. 31, 2019 | 290,537,612 | |||||||
Comprehensive income (loss): | ||||||||
Commodity and foreign currency derivatives income, tax | (7,295) | |||||||
Commodity and foreign currency derivatives reclassification adjustments, tax | 392 | |||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax | $ (3) | |||||||
Common stock dividend declared (usd per share) | $ 0.085 | $ 0.085 | ||||||
Beginning balance at Dec. 31, 2018 | $ (1,076,769) | $ 2,905 | 819,622 | (5,800) | (1,893,496) | |||
Beginning balance (shares) at Dec. 31, 2018 | 290,537,612 | |||||||
Comprehensive income (loss): | ||||||||
Net income | 569,680 | |||||||
Foreign currency translation adjustments | (13,519) | |||||||
Other comprehensive (loss) income, net of tax | (17,877) | |||||||
Dividends paid to related-party | (58,507) | |||||||
Payments of Dividends | (15,505) | |||||||
Stock Repurchased and Retired During Period, Shares | 0 | |||||||
Payments Related to Tax Withholding for Share-based Compensation | 0 | |||||||
Ending balance at Sep. 30, 2019 | (606,892) | $ 2,897 | 818,720 | (23,677) | (1,404,832) | |||
Ending balance (shares) at Sep. 30, 2019 | 289,658,478 | |||||||
Beginning balance at Mar. 31, 2019 | (881,618) | $ 2,905 | 819,915 | 16,318 | (1,720,756) | |||
Beginning balance (shares) at Mar. 31, 2019 | 290,537,612 | |||||||
Comprehensive income (loss): | ||||||||
Net income | 196,368 | 196,368 | ||||||
Commodity and foreign currency derivatives income, net of tax | (2,472) | (2,472) | ||||||
Commodity and foreign currency derivatives reclassification adjustments, net of tax | (1,609) | (1,609) | ||||||
Foreign currency translation adjustments | 3,617 | 3,617 | ||||||
Other comprehensive (loss) income, net of tax | (464) | (464) | ||||||
Stock-based compensation | 570 | 570 | ||||||
Dividends paid to related-party | (19,503) | (19,503) | ||||||
Payments of Dividends | (5,191) | (5,191) | ||||||
Ending balance at Jun. 30, 2019 | (709,838) | $ 2,905 | 820,485 | 15,854 | (1,549,082) | |||
Ending balance (shares) at Jun. 30, 2019 | 290,537,612 | |||||||
Comprehensive income (loss): | ||||||||
Commodity and foreign currency derivatives income, tax | 603 | |||||||
Commodity and foreign currency derivatives reclassification adjustments, tax | 393 | |||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax | $ (33) | |||||||
Common stock dividend declared (usd per share) | $ 0.085 | 0.085 | ||||||
Net income | $ 175,876 | 175,876 | ||||||
Commodity and foreign currency derivatives income, net of tax | (23,456) | (23,456) | ||||||
Commodity and foreign currency derivatives reclassification adjustments, net of tax | (2,478) | (2,478) | ||||||
Foreign currency translation adjustments | (13,597) | (13,597) | ||||||
Other comprehensive (loss) income, net of tax | (39,531) | (39,531) | ||||||
Stock-based compensation | 705 | 705 | ||||||
Dividends paid to related-party | (19,502) | (19,502) | ||||||
Payments of Dividends | (5,118) | (5,118) | ||||||
Stock Repurchased and Retired During Period, Shares | (879,134) | |||||||
Stock Repurchased and Retired During Period, Value | (9,484) | $ (8) | (2,470) | (7,006) | ||||
Ending balance at Sep. 30, 2019 | (606,892) | $ 2,897 | 818,720 | (23,677) | (1,404,832) | |||
Ending balance (shares) at Sep. 30, 2019 | 289,658,478 | |||||||
Comprehensive income (loss): | ||||||||
Commodity and foreign currency derivatives income, tax | 6,306 | |||||||
Commodity and foreign currency derivatives reclassification adjustments, tax | 666 | |||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax | $ (92) | |||||||
Common stock dividend declared (usd per share) | $ 0.085 | 0.085 | ||||||
Beginning balance at Dec. 31, 2019 | $ (691,073) | $ (2,026) | $ 2,705 | 765,419 | (7,361) | (1,451,836) | $ (2,026) | |
Beginning balance (shares) at Dec. 31, 2019 | 270,485,308 | |||||||
Comprehensive income (loss): | ||||||||
Net income | 122,268 | |||||||
Commodity and foreign currency derivatives income, net of tax | (37,577) | (37,577) | ||||||
Commodity and foreign currency derivatives reclassification adjustments, net of tax | (2,204) | (2,204) | ||||||
Foreign currency translation adjustments | (17,168) | (17,168) | ||||||
Other comprehensive (loss) income, net of tax | (56,949) | (56,949) | ||||||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 29,394 | |||||||
Stock-based compensation | 405 | 405 | ||||||
Dividends paid to related-party | (16,933) | (16,933) | ||||||
Payments of Dividends | (5,926) | (5,926) | ||||||
Stock Repurchased and Retired During Period, Shares | (3,328,574) | |||||||
Stock Repurchased and Retired During Period, Value | (30,099) | $ (33) | (9,700) | (20,366) | ||||
Shares Paid for Tax Withholding for Share Based Compensation | (7,465) | |||||||
Payments Related to Tax Withholding for Share-based Compensation | (46) | 21 | (25) | |||||
Ending balance at Mar. 31, 2020 | $ (680,379) | $ 2,672 | 756,103 | (64,310) | (1,374,844) | |||
Ending balance (shares) at Mar. 31, 2020 | 267,178,663 | |||||||
Comprehensive income (loss): | ||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | |||||||
Commodity and foreign currency derivatives income, tax | $ 10,322 | |||||||
Commodity and foreign currency derivatives reclassification adjustments, tax | 605 | |||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax | (163) | |||||||
Beginning balance at Dec. 31, 2019 | (691,073) | $ (2,026) | $ 2,705 | 765,419 | (7,361) | (1,451,836) | $ (2,026) | |
Beginning balance (shares) at Dec. 31, 2019 | 270,485,308 | |||||||
Comprehensive income (loss): | ||||||||
Net income | 309,278 | |||||||
Foreign currency translation adjustments | (6,083) | |||||||
Other comprehensive (loss) income, net of tax | (31,800) | |||||||
Dividends paid to related-party | (20,650) | |||||||
Payments of Dividends | (7,553) | |||||||
Stock Repurchased and Retired During Period, Shares | (3,328,574) | |||||||
Payments Related to Tax Withholding for Share-based Compensation | (71) | |||||||
Ending balance at Sep. 30, 2020 | $ (472,107) | $ 2,672 | 757,576 | (39,161) | (1,193,194) | |||
Ending balance (shares) at Sep. 30, 2020 | 267,188,547 | |||||||
Comprehensive income (loss): | ||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | |||||||
Beginning balance at Mar. 31, 2020 | $ (680,379) | $ 2,672 | 756,103 | (64,310) | (1,374,844) | |||
Beginning balance (shares) at Mar. 31, 2020 | 267,178,663 | |||||||
Comprehensive income (loss): | ||||||||
Net income | 92,776 | |||||||
Commodity and foreign currency derivatives income, net of tax | 12,132 | 12,132 | ||||||
Commodity and foreign currency derivatives reclassification adjustments, net of tax | (894) | (894) | ||||||
Foreign currency translation adjustments | 3,630 | 3,630 | ||||||
Other comprehensive (loss) income, net of tax | 14,868 | 14,868 | ||||||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 13,017 | |||||||
Stock-based compensation | 718 | 718 | ||||||
Dividends paid to related-party | (1,993) | (1,993) | ||||||
Payments of Dividends | (679) | (679) | ||||||
Shares Paid for Tax Withholding for Share Based Compensation | (3,133) | |||||||
Payments Related to Tax Withholding for Share-based Compensation | (25) | 9 | (16) | |||||
Ending balance at Jun. 30, 2020 | (574,714) | $ 2,672 | 756,812 | (49,442) | (1,284,756) | |||
Ending balance (shares) at Jun. 30, 2020 | 267,188,547 | |||||||
Comprehensive income (loss): | ||||||||
Commodity and foreign currency derivatives income, tax | (3,199) | |||||||
Commodity and foreign currency derivatives reclassification adjustments, tax | 236 | |||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax | $ 1 | |||||||
Common stock dividend declared (usd per share) | $ 0.085 | 0.085 | ||||||
Net income | $ 94,234 | |||||||
Commodity and foreign currency derivatives income, net of tax | 3,852 | 3,852 | ||||||
Commodity and foreign currency derivatives reclassification adjustments, net of tax | (1,026) | (1,026) | ||||||
Foreign currency translation adjustments | 7,455 | 7,455 | ||||||
Other comprehensive (loss) income, net of tax | 10,281 | 10,281 | ||||||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 0 | |||||||
Stock-based compensation | 764 | 764 | ||||||
Dividends paid to related-party | (1,724) | (1,724) | ||||||
Payments of Dividends | (948) | (948) | ||||||
Ending balance at Sep. 30, 2020 | (472,107) | $ 2,672 | $ 757,576 | $ (39,161) | $ (1,193,194) | |||
Ending balance (shares) at Sep. 30, 2020 | 267,188,547 | |||||||
Comprehensive income (loss): | ||||||||
Commodity and foreign currency derivatives income, tax | (1,009) | |||||||
Commodity and foreign currency derivatives reclassification adjustments, tax | 269 | |||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax | $ 0 | |||||||
Common stock dividend declared (usd per share) | $ 0.01 | $ 0.01 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Commodity and foreign currency derivatives income, tax | $ (1,009) | $ (3,199) | $ 10,322 | $ 6,306 | $ 603 | $ (7,295) |
Commodity and foreign currency derivatives reclassification adjustments, tax | $ 269 | $ 236 | 605 | $ 666 | $ 393 | $ 392 |
Common stock dividend declared (usd per share) | $ 0.01 | $ 0.085 | $ 0.085 | $ 0.085 | $ 0.085 | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax | $ 0 | $ 1 | $ (163) | $ (92) | $ (33) | $ (3) |
Affiliated Entity | ||||||
Common stock dividend declared (usd per share) | $ 0.01 | $ 0.085 | $ 0.085 | $ 0.085 | $ 0.085 |
Organization And Summary Of Sig
Organization And Summary Of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
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 "GrafTech," “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"). In April 2018, we completed our initial public offering ("IPO") of 38,097,525 shares of our common stock held by Brookfield at a price of $15.00 per share. We did not receive any proceeds related to the IPO. Our common stock is listed on the NYSE under the symbol “EAF.” On July 22, 2020, Brookfield distributed a portion of its GrafTech common stock to the owners in the Brookfield consortium, resulting in the reduction in Brookfield's ownership of outstanding shares of GrafTech common stock to 65%. Brookfield owned approximately 65% of our outstanding common stock as of September 30, 2020. The Company’s only reportable segment, Industrial Materials, is comprised of our two major product categories: graphite electrodes and petroleum needle coke products. Petroleum needle coke is a key raw material used in the production of graphite electrodes. The Company's vision is to provide highly engineered graphite electrode services, solutions and products to electric arc furnace operators. 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, 2019 financial position data included herein was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 ("Annual Report on Form 10-K"), filed on February 21, 2020, 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 Annual Report on Form 10-K. 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. C. New Accounting Standards Recently Adopted Accounting Standards In January 2017, the Financial Accounting Standards Board ("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. This ASU No. 2017-04 is effective beginning January 1, 2020. The Company adopted ASU No. 2017-04 on January 1, 2020, with no impact to our financial position, results of operations or cash flows. In June 2016, the FASB issued ASU No. 2016-13 , Financial Instruments–Credit Losses (Topic 326) , which introduces the Current Expected Credit Losses ("CECL") accounting model. CECL requires earlier recognition of credit losses, while also providing additional transparency about credit risk. CECL utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. ASU No. 2016-13 was effective for the Company on January 1, 2020. The adoption of ASU No. 2016-13 Accounting Standards Not Yet Adopted In March 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848). This pronouncement contains optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. ASU 2020-04 is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 can be elected for both interim and annual periods from March 12, 2020 through December 31, 2022. We plan to adopt ASU 2020-04 as of January 1, 2021. The adoption of ASU 2020-04 is not expected to have a material impact on our financial position, results of operations or cash flows. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019-12 is intended to improve consistent application of Topic 740 and simplify the accounting for income taxes. This pronouncement removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance. ASU 2019-12 is effective for annual and interim reporting periods beginning after December 12, 2020, with early adoption permitted. The C ompany is currently evaluating the effects of this on our financial position, results of operations or cash flows. |
Revenue From Contracts with Cus
Revenue From Contracts with Customers | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Disaggregation of Revenue The following table provides information about disaggregated revenue by type of product and contract for the three and nine months ended September 30, 2020 and 2019: For the Three Months Ended September 30, For the Nine Months 2020 2019 2020 2019 (Dollars in thousands) Graphite Electrodes - Three-to-five-year take-or-pay contracts $ 250,011 $ 334,097 $ 771,400 $ 1,107,742 Graphite Electrodes - Short-term agreements and spot sales 32,303 67,704 93,232 191,249 By-products and other 4,673 18,996 21,719 77,190 Total Revenues $ 286,987 $ 420,797 $ 886,351 $ 1,376,181 The Graphite Electrodes revenue categories include only graphite electrodes manufactured by GrafTech. The revenue category “By-products and Other” includes resales of low-grade electrodes purchased from third-party suppliers, which represent a minimal contribution to our profitability. Contract Balances Receivables, net of allowances for doubtful accounts, were $164.2 million as of September 30, 2020 and $247.1 million as of December 31, 2019. 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 operate. Certain short-term and longer-term sales contracts require up-front payments prior to the Company’s fulfillment 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. Additionally, under ASC 606, Revenue from Contracts with Customers , deferred revenue or contract assets originate from contracts where the allocation of the transaction price to the performance obligations based on their relative stand-alone selling prices results in the timing of revenue recognition being different from the timing of the invoicing. In this case, deferred revenue is amortized into revenue based on the transaction price allocated to the remaining performance obligations and contract assets are realized through the contract invoicing. Contract assets as of September 30, 2020 were $0.8 million and are included in "Prepaid expenses and other current assets" on the Condensed Consolidated Balance Sheets. There were no contract assets as of December 31, 2019. Current deferred revenue is included in "Other accrued liabilities" and long-term deferred revenue is included in "Other long-term obligations" on the Condensed 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, 2019 $ 11,776 $ 3,858 Increases due to cash received 10,535 — Revenue recognized (3,684) — Foreign currency impact (924) — Balance as of September 30, 2020 $ 17,703 $ 3,858 Transaction Price Allocated to the Remaining Performance Obligations We estimate that our long-term contract revenue in 2020 will be in the range of $1,000 million to $1,080 million. We recorded $771 million of revenue in the first nine months of 2020, and we expect to record approximately $230 million to $310 million of revenue for the remainder of 2020. As a result of recent contract modifications, as well as on-going discussions with many of our customers, the remaining revenue associated with our long-term sales agreements is expected to be approximately as follows: 2021 2022 2023 through 2024 (Dollars in millions) Estimated LTA revenue $925-$1,025 $910-$1,010 $350-$450 (1) (1) Includes expected termination fees from a few customers that have failed to meet certain obligations under their long-term agreements ("LTAs"). The majority of the long-term take-or-pay contracts are defined as pre-determined fixed annual volume contracts while a small portion are defined with a specified volume range. For the year 2021 and beyond, the contractual revenue amounts above are based upon the minimum volume for those contracts with specified ranges. The actual revenue realized from these contracted volumes may vary in timing and total due to the credit risk associated with certain customers facing financial challenges and non-performance on contracts, as well as customer demand related to contracted volume ranges. Some of our customers are struggling to take their committed volumes. This is causing some non-performance and disputes including a few arbitrations associated with, among other things, efforts to modify existing contracts. |
Retirement Plans And Postretire
Retirement Plans And Postretirement Benefits | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Plans And Postretirement Benefits | 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 Nine Months 2020 2019 2020 2019 (Dollars in thousands) Service cost $ 623 $ 574 $ 1,863 $ 1,724 Interest cost 1,033 1,316 3,098 3,948 Expected return on plan assets (1,283) (1,339) (3,849) (4,015) Net cost $ 373 $ 551 $ 1,112 $ 1,657 The components of our consolidated net postretirement costs are set forth in the following table: For the Three Months For the Nine Months 2020 2019 2020 2019 (Dollars in thousands) Interest cost $ 180 $ 236 545 717 Net cost $ 180 $ 236 $ 545 $ 717 |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
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 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 carrying value of goodwill and intangibles for the nine months ended September 30, 2020, which are reported in "Other assets" on the balance sheets: Goodwill (Dollars in thousands) Balance as of December 31, 2019 $ 171,117 Adjustments — Balance as of September 30, 2020 $ 171,117 Intangible Assets As of September 30, 2020 As of December 31, 2019 Gross Accumulated Net Gross Accumulated Net (Dollars in thousands) Trade name $ 22,500 $ (11,425) $ 11,075 $ 22,500 $ (9,861) $ 12,639 Technological know-how 55,300 (32,945) 22,355 55,300 (29,112) 26,188 Customer–related 64,500 (22,759) 41,741 64,500 (19,473) 45,027 Total finite-lived $ 142,300 $ (67,129) $ 75,171 $ 142,300 $ (58,446) $ 83,854 |
Debt And Liquidity
Debt And Liquidity | 9 Months Ended |
Sep. 30, 2020 | |
Long-term Debt and Lease Obligation [Abstract] | |
Debt And Liquidity | Debt and Liquidity The following table presents our long-term debt: As of As of (Dollars in thousands) 2018 Credit Facility (2018 Term Loan and 2018 Revolving Credit Facility) $ 1,563,903 $ 1,812,204 Other debt 675 619 Total debt 1,564,578 1,812,823 Less: Short-term debt (147) (141) Long-term debt $ 1,564,431 $ 1,812,682 During 2019, we repaid a total of $350 million under our 2018 Term Loan Facility (as defined below). These payments satisfied our then-current obligations relative to the minimum quarterly installments. During the nine months ended September 30, 2020, we executed several transactions to repurchase a total of $80 million of principal of our 2018 Term Loan facility. Additionally, during the nine months ended September 30, 2020, we repaid a total of $173 million of principal of our 2018 Term Loan Facility. The fair value of the 2018 Term Loan Facility was approximately $1,576 million and $1,813 million as of September 30, 2020 and December 31, 2019, respectively. The fair value of the debt is measured using level 3 inputs. 2018 Credit Agreement On February 12, 2018, the Company entered into a credit agreement (the “2018 Credit Agreement”) among the Company, GrafTech Finance Inc. (“GrafTech Finance”), GrafTech Switzerland SA (“Swissco”), GrafTech Luxembourg II S.à.r.l.(“Luxembourg Holdco” and, together with GrafTech Finance and Swissco, the “Co-Borrowers”), the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A. as administrative agent (the "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. GrafTech Finance is the sole borrower under the 2018 Term Loan Facility, while GrafTech Finance, Swissco and Lux Holdco are Co-Borrowers under the 2018 Revolving Credit Facility. On February 12, 2018, GrafTech 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 our previous credit agreement and terminate all commitments thereunder, (ii) redeem in full our previously held 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 7 "Interest Expense" for a breakdown of expenses associated with these repayments. In connection with the repayment of our previous credit agreement and redemption of our previously held senior notes, all guarantees of obligations under the previous credit agreement, the senior notes and related indenture were terminated, all mortgages and other security interests securing obligations under the previous credit agreement were released and the indenture was terminated. Borrowings under the 2018 Term Loan Facility bear interest, at GrafTech 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. For borrowings under both the 2018 Term Loan Facility and the 2018 Revolving Credit Facility, if the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate and such circumstances are unlikely to be temporary or the relevant authority has made a public statement identifying a date after which the LIBO Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Co-Borrowers shall endeavor to establish an alternate rate of interest, which shall be effective so long as the majority in interest of the lenders for each Class (as defined in the 2018 Credit Agreement) of loans under the 2018 Credit Agreement do not notify the Administrative Agent otherwise. Until such an alternate rate of interest is determined, (a) any request for a borrowing denominated in dollars based on the Adjusted LIBO Rate will be deemed to be a request for a borrowing at the ABR Rate plus the applicable margin for an ABR Rate borrowing of such loan while any request for a borrowing denominated in any other currency will be ineffective and (b) any outstanding borrowings based on the Adjusted LIBO Rate denominated in dollars will be converted to a borrowing at the ABR Rate plus the applicable margin for an ABR Rate borrowing of such loan while any outstanding borrowings denominated in any other currency will be repaid. 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 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 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 GrafTech 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 GrafTech 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. GrafTech 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 ended 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 GrafTech 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. 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 GrafTech Finance. The Incremental Term Loans increased the aggregate principal amount of term loans incurred by GrafTech 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. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are comprised of the following: As of As of (Dollars in thousands) Inventories: Raw materials $ 95,136 $ 104,820 Work in process 126,673 137,230 Finished goods 77,427 71,598 Total $ 299,236 $ 313,648 |
Interest Expense
Interest Expense | 9 Months Ended |
Sep. 30, 2020 | |
Interest and Debt Expense [Abstract] | |
Interest Expense | Interest Expense The following tables present the components of interest expense: For the Three Months Ended September 30, For the Nine Months 2020 2019 2020 2019 (Dollars in thousands) Interest incurred on debt $ 20,893 $ 30,222 $ 64,285 $ 93,731 Accretion of original issue discount on 2018 Term Loans 549 549 1,647 1,647 Amortization of debt issuance costs 1,032 1,032 3,094 3,094 Total interest expense $ 22,474 $ 31,803 $ 69,026 $ 98,472 Interest Rates The 2018 Credit Agreement had an effective interest rate of 4.50% as of September 30, 2020 and 5.30% as of December 31, 2019. During the third quarter of 2019, the Company entered into four interest rate swap contracts to fix our cash flows associated with the risk in variability in the one-month U.S. London Interbank Offered Rate ("US LIBOR") for a portion of our outstanding debt. See Note 10 "Derivative Instruments" for details of these transactions. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
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. Additionally, we are involved in the following legal proceedings described below. Pending litigation in Brazil has been 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). Companies in Brazil have settled claims arising out of these provisions and, in May 2015, the litigation was remanded by the Brazilian Supreme Court in favor of the employees union. After denying an interim appeal by the Bahia region employers on June 26, 2019, the Brazilian Supreme Court finally ruled in favor of the employees union on September 26, 2019. The employers union has determined not to seek annulment of such decision. Separately, on October 1, 2015, a related 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. If the Brazilian Supreme Court proceeding above had been determined in favor of the employers union, it would also have resolved this proceeding in our favor. In the first quarter of 2017, the state court initially ruled in favor of the employees. We appealed this state court ruling, and the appellate court issued a decision in our favor on May 19, 2020. The employees have further appealed and we intend to vigorously defend it. As of September 30, 2020, 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 nine months ended September 30, 2020, are presented below: (Dollars in thousands) Balance as of December 31, 2019 $ 1,835 Product warranty accruals and adjustments 920 Settlements (613) Balance as of September 30, 2020 $ 2,142 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 GrafTech Switzerland SA. 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 the LIBO Rate 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 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 in the recording of a $86.5 million liability related to the TRA on the Consolidated Statements of Operations as "Related Party Tax Receivable Agreement Expense." As of December 31, 2019, the total TRA liability was $89.9 million, of which $27.9 million was classified as a current liability in "Related party payable-tax receivable agreement" on the balance sheet, and $62.0 million of the liability remained as a long-term liability in "Related party payable-tax receivable agreement" on the balance sheet. The 2019 current liability was settled in the first quarter of 2020. In the first quarter of 2020, the TRA liability was reduced by $3.3 million due to the revised profit expectation for 2020, caused by the COVID-19 pandemic. The reduction was recorded as a "Related Party Tax Receivable Agreement Benefit" on the Consolidated Statement of Operations. As of September 30, 2020, the total TRA liability was $58.6 million, of which $16.1 million was classified as a current liability in "Related party payable-tax receivable agreement" and $42.5 million remained as a long-term liability in "Related party payable-tax receivable agreement" on the balance sheet. Long-term Incentive Plan The long-term incentive plan ("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 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 pre-IPO stockholder of the Company in a prudent manner. Each participant is allocated a number of profit units, with a maximum of 30,000 profit units ("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. (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 Company's Board of Directors 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 advisory 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 Company's Board of Directors in its sole discretion. Given the successful completion of the IPO in the second quarter of 2018, 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. Depending on Brookfield’s sales proceeds, the potential liability triggered by a Change in Control is estimated to be in the range of $55 million to $70 million. As of September 30, 2020, the Profit Unit awards are 100% vested. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
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 table summarizes the provision for income taxes for the three and nine months ended September 30, 2020 and 2019: For the Three Months For the Nine Months 2020 2019 2020 2019 (Dollars in thousands) Tax expense $ 18,104 $ 20,755 $ 61,838 $ 90,940 Pretax income 112,338 196,631 371,116 660,620 Effective tax rates 16.1 % 10.6 % 16.7 % 13.8 % The effective tax rate for the three months ended September 30, 2020 was 16.1%. This rate differs from the U.S. statutory rate of 21% primarily due to worldwide earnings from various countries taxed at different rates, which is partially offset by the net combined impact related to the U.S. taxation of global intangible low taxed income ("GILTI") and Foreign Tax Credits ("FTCs"). The effective tax rate for the three months ended September 30, 2019 was 10.6%. This rate differs from the U.S. statutory rate of 21% primarily due to worldwide earnings from various countries taxed at different rates. The tax expense decreased from $20.8 million for the three months ended September 30, 2019 to $18.1 million for the three months September 30, 2020. This decrease is primarily related to the reduction in pretax income and worldwide earnings from various countries taxed at different rates, partially offset by a higher relative combined impact of GILTI and FTCs. For the nine months ended September 30, 2020, the effective tax rate of 16.7% differs from the U.S. statutory rate of 21% primarily due to worldwide earnings from various countries taxed at different rates which is partially offset by the net combined impact related to the U.S. taxation of GILTI and FTCs. For the nine months ended September 30, 2019, the effective tax rate of 13.8% differs from the U.S. statutory rate of 21% primarily due to worldwide earnings from various countries taxed at different rates. The tax expense decreased from $90.9 million for the nine months ended September 30, 2019 to $61.8 million for the nine months ended September 30, 2020. This decrease is primarily related to the reduction in pretax income and worldwide earnings from various countries taxed at different rates, partially offset by a higher relative combined impact of GILTI and FTCs. As of September 30, 2020, we had unrecognized tax benefits of $0.1 million, 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 2015 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 2012. 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. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments We use derivative instruments as part of our overall foreign currency, interest rate and commodity risk management strategies to manage the risk of exchange rate movements that would reduce the value of our foreign cash flows, manage the risk associated with fluctuations in interest rate indices 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 counterparties to our instruments. 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, are used to hedge global currency exposures such as foreign currency denominated debt, sales, receivables, payables and purchases. We have no foreign currency cash flow hedges outstanding as of September 30, 2020 and December 31, 2019 and, therefore, no unrealized gains or losses reported under accumulated other comprehensive income (loss). As of September 30, 2020, we had outstanding Mexican peso, euro, Swiss franc, South African rand and Japanese yen currency contracts with an aggregate notional amount of $63.5 million. As of December 31, 2019, we had outstanding Mexican peso, South African rand, euro, Swiss franc and Japanese yen currency contracts, with an aggregate notional amount of $78.8 million. The foreign currency derivatives outstanding as of September 30, 2020 have maturities through December 31, 2020, and were not designated as hedging instruments. 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 September 30, 2020 with a notional amount of $67.2 million with maturities from October 2020 to June 2022. The outstanding commodity derivative contracts represented a pre-tax net unrealized loss within "Accumulated Other Comprehensive Income" of $8.9 million as of September 30, 2020. We had outstanding commodity derivative contracts as of December 31, 2019 with a notional amount of $99.5 million representing a pre-tax net unrealized loss of $3.7 million. Interest rate swap contracts During the third quarter of 2019, the Company entered into four interest rate swap contracts. The contracts are "pay fixed, receive variable" with notional amounts of $500 million maturing in two years and another $500 million maturing in five years. The Company’s risk management objective was to fix its cash flows associated with the risk in variability in the one-month U.S. LIBO Rate for a portion of our outstanding debt. It is expected that these swaps will fix the cash flows associated with the forecasted interest payments on this notional amount of debt to an effective fixed interest rate of 5.1%, which could be lowered to 4.85% depending on credit ratings. Within "Other Comprehensive Income", we recorded a net unrealized pre-tax loss of $16.2 million for the nine months ended September 30, 2020. The fair value of these contracts was determined using Level 2 inputs. 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). In the second quarter of 2020, we discontinued our net investment hedge following a reduction in the investment that materially decreased the currency exposure . As of December 31, 2019, intercompany debt denominated in foreign currency and designated as a non-derivative net investment hedging instrument was $5.5 million. Within the currency translation adjustment portion of "Other Comprehensive Income", we recorded no pre-tax gains or losses and $1.2 million pre-tax gains for the three and nine months ended September 30, 2020, respectively. Within the currency translation adjustment portion of "Other Comprehensive Income", we recorded pre-tax loss of $0.7 million and $0.5 million for the three and nine months ended September 30, 2019. The fair value of all derivatives is recorded as assets or liabilities on a gross basis in our Condensed Consolidated Balance Sheets. As of September 30, 2020 and December 31, 2019, the fair value of our derivatives and their respective balance sheet locations are presented in the following tables: Asset Derivatives Liability Derivatives Location Fair Value Location Fair Value As of September 30, 2020 (Dollars in thousands) Derivatives designated as cash flow hedges: Commodity derivative contracts Prepaid and other current assets $ 1 Other accrued liabilities $ 4,653 Other long-term assets — Other long-term obligations 4,261 Interest rate swap contracts Prepaid and other current assets — Other accrued liabilities 5,730 Other long-term assets — Other long-term obligations 7,609 Total fair value $ 1 $ 22,253 As of December 31, 2019 Derivatives designated as cash flow hedges: Commodity derivative contracts Prepaid and other current assets $ 104 Other accrued liabilities $ 1,872 Other long-term assets 369 Other long-term obligations 2,255 Interest rate swap contracts Prepaid and other current assets 253 Other accrued liabilities — Other long-term assets 2,684 Other long-term obligations 72 Total fair value $ 3,410 $ 4,199 Asset Derivatives Liability Derivatives Location Fair Value Location Fair Value As of September 30, 2020 (Dollars in thousands) Derivatives not designated as hedges: Foreign currency derivatives Prepaid and other current assets $ 817 Other current liabilities $ 161 Commodity derivatives contracts Prepaid and other current assets 165 Other accrued liabilities — $ 982 $ 161 As of December 31, 2019 Derivatives not designated as hedges: Foreign currency derivatives Prepaid and other current assets $ 239 Other current liabilities $ 81 Commodity derivatives contracts Prepaid and other current assets 376 Other accrued liabilities — $ 615 $ 81 The realized (gains) losses resulting from the settlement of commodity derivative contracts designated as hedges remain in "Accumulated Other Comprehensive Income" until they are recognized in the Statement of Operations when the hedged item impacts earnings, which is when the finished product is sold. As of September 30, 2020 and 2019, net realized pre-tax losses of $8.0 million and pre-tax gains of $7.3 million, respectively, were reported under "Accumulated Other Comprehensive Income" and will be and were, respectively, released to earnings within the following 12 months. See the table below for amounts recognized in the Statement of Operations. The location and amount of realized (gains) losses on derivatives are recognized in the Statements of Operations as follows for the periods ended September 30, 2020 and 2019: Amount of (Gain)/Loss Location of (Gain)/Loss Recognized in the Consolidated Statement of Operations For the Three Months Ended September 30, 2020 2019 Derivatives designated as cash flow hedges: (Dollars in thousands) Commodity derivative contracts Cost of sales $ (1,295) $ (3,145) Interest rate swap Interest expense 1,537 (323) Derivatives not designated as hedges: Foreign currency derivatives Cost of sales, Other (income) expense $ (243) $ 173 Commodity derivative contracts Cost of sales (207) — Amount of (Gain)/Loss Location of (Gain)/Loss Recognized in the Consolidated Statement of Operations For the Nine Months Ended September 30, 2020 2019 Derivatives designated as cash flow hedges: (Dollars in thousands) Commodity contract hedges Cost of sales $ (5,234) $ (6,994) Interest rate swap contracts Interest expense 2,852 (323) Derivatives not designated as hedges: Foreign currency derivatives Cost of sales, Other (income) expense $ (959) $ (648) Commodity derivative contracts Cost of sales (321) — |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The balance in our accumulated other comprehensive income (loss) is set forth in the following table: As of As of (Dollars in thousands) Foreign currency translation adjustments, net of tax $ (15,376) $ (9,293) Commodity and interest rate derivatives, net of tax (23,785) 1,932 Total accumulated comprehensive income (loss) $ (39,161) $ (7,361) |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share During the nine months ended September 30, 2020, we repurchased 3,328,574 shares of our common stock under the repurchase program that was approved on July 30, 2019. These shares were subsequently retired. There were no shares repurchased under this program during the three months ended September 30, 2020. The following table shows the information used in the calculation of our basic and diluted earnings per share calculation for the three and nine months ended September 30, 2020 and 2019: For the Three Months Ended September 30, For the Nine Months 2020 2019 2020 2019 Weighted average common shares outstanding for basic calculation 267,265,705 290,112,233 267,908,427 290,410,859 Add: Effect of stock options, deferred share units and restricted stock units 13,850 15,063 12,463 11,492 Weighted average common shares outstanding for diluted calculation 267,279,555 290,127,296 267,920,890 290,422,351 Basic earnings per common share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding, which includes 77,157 and 65,264 shares of participating securities in the three and nine months ended September 30, 2020, respectively, and 36,546 and 28,914 shares of participating securities in the three and nine months ended September 30, 2019. 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 1,730,960 and 1,644,002 equivalent shares in the three and nine months ended September 30, 2020, respectively, and 1,303,854 and 1,203,220 equivalent shares in the three and nine months ended September 30, 2019, respectively, as these shares are anti-dilutive. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation awards granted by our Board of Directors for the three and nine months ended September 30, 2020 and 2019 were as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Award type: Stock options 4,000 — 304,000 207,000 Deferred share units 20,027 16,176 44,670 23,121 Restricted stock units 16,729 1,551 328,720 235,170 In the three months ended September 30, 2020 and 2019, we recognized $0.8 million and $0.7 million, respectively, in stock-based compensation expense. A majority of the expense, $0.7 million and $0.6 million respectively, was recorded as selling and administrative expense in the Consolidated Statement of Operations, with the remaining expenses incurred as cost of sales. In the nine months ended September 30, 2020 and 2019, we recognized $1.9 million and $1.6 million, respectively, in stock-based compensation expense. A majority of the expense, $1.6 million and $1.4 million, respectively, was recorded as selling and administrative expense in the Consolidated Statement of Operations, with the remaining expenses incurred as cost of sales. As of September 30, 2020, unrecognized compensation cost related to non-vested stock options, deferred share units and restricted stock units was $8.4 million, which will be recognized over the remaining weighted average life of 3.6 years. Stock Option, Deferred Share Unit and Restricted Stock Unit awards activity under the Omnibus Equity Incentive Plan for the nine months ended September 30, 2020 was as follows: Stock Options Number Weighted- Outstanding unvested as of December 31, 2019 931,658 $ 15.06 Granted 304,000 8.99 Vested (186,162) 15.20 Forfeited (143,960) 14.82 Outstanding unvested as of September 30, 2020 905,536 $ 13.03 Deferred Share Unit and Restricted Stock Unit awards Number Weighted- Outstanding unvested as of December 31, 2019 282,716 $ 12.83 Granted 373,390 8.77 Vested (87,112) 10.18 Forfeited (45,760) 12.24 Outstanding unvested as of September 30, 2020 523,234 $ 10.43 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsIn October 2020, we repaid an additional $60 million under our term loan. We will continue to prioritize balance sheet flexibility and expect to use the majority of fourth quarter incremental free cash flow to further repay debt. On November 2, 2020, our Board of Directors declared a quarterly dividend of $0.01 per share to stockholders of record as of the close of business on November 30, 2020, to be paid on December 31, 2020. |
Organization And Summary Of S_2
Organization And Summary Of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis Of Presentation | Basis of PresentationThe 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, 2019 financial position data included herein was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 ("Annual Report on Form 10-K"), filed on February 21, 2020, 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 Annual Report on Form 10-K.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 January 2017, the Financial Accounting Standards Board ("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. This ASU No. 2017-04 is effective beginning January 1, 2020. The Company adopted ASU No. 2017-04 on January 1, 2020, with no impact to our financial position, results of operations or cash flows. In June 2016, the FASB issued ASU No. 2016-13 , Financial Instruments–Credit Losses (Topic 326) , which introduces the Current Expected Credit Losses ("CECL") accounting model. CECL requires earlier recognition of credit losses, while also providing additional transparency about credit risk. CECL utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. ASU No. 2016-13 was effective for the Company on January 1, 2020. The adoption of ASU No. 2016-13 Accounting Standards Not Yet Adopted In March 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848). This pronouncement contains optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. ASU 2020-04 is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 can be elected for both interim and annual periods from March 12, 2020 through December 31, 2022. We plan to adopt ASU 2020-04 as of January 1, 2021. The adoption of ASU 2020-04 is not expected to have a material impact on our financial position, results of operations or cash flows. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019-12 is intended to improve consistent application of Topic 740 and simplify the accounting for income taxes. This pronouncement removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance. ASU 2019-12 is effective for annual and interim reporting periods beginning after December 12, 2020, with early adoption permitted. The C ompany is currently evaluating the effects of this on our financial position, results of operations or cash flows. |
Revenue from Contract with Cust
Revenue from Contract with Customer (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019: For the Three Months Ended September 30, For the Nine Months 2020 2019 2020 2019 (Dollars in thousands) Graphite Electrodes - Three-to-five-year take-or-pay contracts $ 250,011 $ 334,097 $ 771,400 $ 1,107,742 Graphite Electrodes - Short-term agreements and spot sales 32,303 67,704 93,232 191,249 By-products and other 4,673 18,996 21,719 77,190 Total Revenues $ 286,987 $ 420,797 $ 886,351 $ 1,376,181 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | As a result of recent contract modifications, as well as on-going discussions with many of our customers, the remaining revenue associated with our long-term sales agreements is expected to be approximately as follows: 2021 2022 2023 through 2024 (Dollars in millions) Estimated LTA revenue $925-$1,025 $910-$1,010 $350-$450 (1) (1) Includes expected termination fees from a few customers that have failed to meet certain obligations under their long-term agreements ("LTAs"). |
Retirement Plans And Postreti_2
Retirement Plans And Postretirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 Nine Months 2020 2019 2020 2019 (Dollars in thousands) Service cost $ 623 $ 574 $ 1,863 $ 1,724 Interest cost 1,033 1,316 3,098 3,948 Expected return on plan assets (1,283) (1,339) (3,849) (4,015) Net cost $ 373 $ 551 $ 1,112 $ 1,657 |
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 Nine Months 2020 2019 2020 2019 (Dollars in thousands) Interest cost $ 180 $ 236 545 717 Net cost $ 180 $ 236 $ 545 $ 717 |
Goodwill And Other Intangible_2
Goodwill And Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule Of Changes In The Carrying Value Of Goodwill | The following tables represent the carrying value of goodwill and intangibles for the nine months ended September 30, 2020, which are reported in "Other assets" on the balance sheets: Goodwill (Dollars in thousands) Balance as of December 31, 2019 $ 171,117 Adjustments — Balance as of September 30, 2020 $ 171,117 |
Schedule Of Intangible Assets With Determinable Useful Lives By Major Category | Intangible Assets As of September 30, 2020 As of December 31, 2019 Gross Accumulated Net Gross Accumulated Net (Dollars in thousands) Trade name $ 22,500 $ (11,425) $ 11,075 $ 22,500 $ (9,861) $ 12,639 Technological know-how 55,300 (32,945) 22,355 55,300 (29,112) 26,188 Customer–related 64,500 (22,759) 41,741 64,500 (19,473) 45,027 Total finite-lived $ 142,300 $ (67,129) $ 75,171 $ 142,300 $ (58,446) $ 83,854 |
Debt And Liquidity (Tables)
Debt And Liquidity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Long-term Debt and Lease Obligation [Abstract] | |
Schedule Of Long-Term Debt | The following table presents our long-term debt: As of As of (Dollars in thousands) 2018 Credit Facility (2018 Term Loan and 2018 Revolving Credit Facility) $ 1,563,903 $ 1,812,204 Other debt 675 619 Total debt 1,564,578 1,812,823 Less: Short-term debt (147) (141) Long-term debt $ 1,564,431 $ 1,812,682 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule Of Inventories | Inventories are comprised of the following: As of As of (Dollars in thousands) Inventories: Raw materials $ 95,136 $ 104,820 Work in process 126,673 137,230 Finished goods 77,427 71,598 Total $ 299,236 $ 313,648 |
Interest Expense (Tables)
Interest Expense (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Interest and Debt Expense [Abstract] | |
Schedule Of Interest Expense | The following tables present the components of interest expense: For the Three Months Ended September 30, For the Nine Months 2020 2019 2020 2019 (Dollars in thousands) Interest incurred on debt $ 20,893 $ 30,222 $ 64,285 $ 93,731 Accretion of original issue discount on 2018 Term Loans 549 549 1,647 1,647 Amortization of debt issuance costs 1,032 1,032 3,094 3,094 Total interest expense $ 22,474 $ 31,803 $ 69,026 $ 98,472 |
Contingencies (Tables)
Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Loss Contingency [Abstract] | |
Schedule Of Product Warranties Accrual | Claims accrued but not yet paid and the related activity within the accrual for the nine months ended September 30, 2020, are presented below: (Dollars in thousands) Balance as of December 31, 2019 $ 1,835 Product warranty accruals and adjustments 920 Settlements (613) Balance as of September 30, 2020 $ 2,142 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary Of Provision For Income Taxes | The following table summarizes the provision for income taxes for the three and nine months ended September 30, 2020 and 2019: For the Three Months For the Nine Months 2020 2019 2020 2019 (Dollars in thousands) Tax expense $ 18,104 $ 20,755 $ 61,838 $ 90,940 Pretax income 112,338 196,631 371,116 660,620 Effective tax rates 16.1 % 10.6 % 16.7 % 13.8 % |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 Condensed Consolidated Balance Sheets. As of September 30, 2020 and December 31, 2019, the fair value of our derivatives and their respective balance sheet locations are presented in the following tables: Asset Derivatives Liability Derivatives Location Fair Value Location Fair Value As of September 30, 2020 (Dollars in thousands) Derivatives designated as cash flow hedges: Commodity derivative contracts Prepaid and other current assets $ 1 Other accrued liabilities $ 4,653 Other long-term assets — Other long-term obligations 4,261 Interest rate swap contracts Prepaid and other current assets — Other accrued liabilities 5,730 Other long-term assets — Other long-term obligations 7,609 Total fair value $ 1 $ 22,253 As of December 31, 2019 Derivatives designated as cash flow hedges: Commodity derivative contracts Prepaid and other current assets $ 104 Other accrued liabilities $ 1,872 Other long-term assets 369 Other long-term obligations 2,255 Interest rate swap contracts Prepaid and other current assets 253 Other accrued liabilities — Other long-term assets 2,684 Other long-term obligations 72 Total fair value $ 3,410 $ 4,199 Asset Derivatives Liability Derivatives Location Fair Value Location Fair Value As of September 30, 2020 (Dollars in thousands) Derivatives not designated as hedges: Foreign currency derivatives Prepaid and other current assets $ 817 Other current liabilities $ 161 Commodity derivatives contracts Prepaid and other current assets 165 Other accrued liabilities — $ 982 $ 161 As of December 31, 2019 Derivatives not designated as hedges: Foreign currency derivatives Prepaid and other current assets $ 239 Other current liabilities $ 81 Commodity derivatives contracts Prepaid and other current assets 376 Other accrued liabilities — $ 615 $ 81 |
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | The location and amount of realized (gains) losses on derivatives are recognized in the Statements of Operations as follows for the periods ended September 30, 2020 and 2019: Amount of (Gain)/Loss Location of (Gain)/Loss Recognized in the Consolidated Statement of Operations For the Three Months Ended September 30, 2020 2019 Derivatives designated as cash flow hedges: (Dollars in thousands) Commodity derivative contracts Cost of sales $ (1,295) $ (3,145) Interest rate swap Interest expense 1,537 (323) Derivatives not designated as hedges: Foreign currency derivatives Cost of sales, Other (income) expense $ (243) $ 173 Commodity derivative contracts Cost of sales (207) — Amount of (Gain)/Loss Location of (Gain)/Loss Recognized in the Consolidated Statement of Operations For the Nine Months Ended September 30, 2020 2019 Derivatives designated as cash flow hedges: (Dollars in thousands) Commodity contract hedges Cost of sales $ (5,234) $ (6,994) Interest rate swap contracts Interest expense 2,852 (323) Derivatives not designated as hedges: Foreign currency derivatives Cost of sales, Other (income) expense $ (959) $ (648) Commodity derivative contracts Cost of sales (321) — |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | The balance in our accumulated other comprehensive income (loss) is set forth in the following table: As of As of (Dollars in thousands) Foreign currency translation adjustments, net of tax $ (15,376) $ (9,293) Commodity and interest rate derivatives, net of tax (23,785) 1,932 Total accumulated comprehensive income (loss) $ (39,161) $ (7,361) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 for the three and nine months ended September 30, 2020 and 2019: For the Three Months Ended September 30, For the Nine Months 2020 2019 2020 2019 Weighted average common shares outstanding for basic calculation 267,265,705 290,112,233 267,908,427 290,410,859 Add: Effect of stock options, deferred share units and restricted stock units 13,850 15,063 12,463 11,492 Weighted average common shares outstanding for diluted calculation 267,279,555 290,127,296 267,920,890 290,422,351 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Shares Authorized For Distribution | Stock-based compensation awards granted by our Board of Directors for the three and nine months ended September 30, 2020 and 2019 were as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Award type: Stock options 4,000 — 304,000 207,000 Deferred share units 20,027 16,176 44,670 23,121 Restricted stock units 16,729 1,551 328,720 235,170 |
Share-based Compensation, Stock Options, Activity | Stock Option, Deferred Share Unit and Restricted Stock Unit awards activity under the Omnibus Equity Incentive Plan for the nine months ended September 30, 2020 was as follows: Stock Options Number Weighted- Outstanding unvested as of December 31, 2019 931,658 $ 15.06 Granted 304,000 8.99 Vested (186,162) 15.20 Forfeited (143,960) 14.82 Outstanding unvested as of September 30, 2020 905,536 $ 13.03 |
Share-based Compensation, Deferred Share Unit And Restricted Stock Unit, Activity | Number Weighted- Outstanding unvested as of December 31, 2019 282,716 $ 12.83 Granted 373,390 8.77 Vested (87,112) 10.18 Forfeited (45,760) 12.24 Outstanding unvested as of September 30, 2020 523,234 $ 10.43 |
Organization And Summary Of S_3
Organization And Summary Of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands | Jul. 22, 2020 | Mar. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018major_product_categories | Apr. 26, 2018$ / sharesshares |
Accounting Policies [Abstract] | |||||||||||
Shares, Issued | shares | 38,097,525 | ||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 15 | ||||||||||
Number of major product categories | major_product_categories | 2 | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | us-gaap:AccountingStandardsUpdate201613Member | |||||||||
Total stockholders' equity | $ 680,379 | $ 472,107 | $ 574,714 | $ 691,073 | $ 606,892 | $ 709,838 | $ 881,618 | $ 1,076,769 | |||
GrafTech International Ltd | Brookfield | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 65.00% | 65.00% | |||||||||
Retained Earnings (Accumulated Deficit) | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Total stockholders' equity | $ 1,374,844 | $ 1,193,194 | $ 1,284,756 | 1,451,836 | $ 1,404,832 | $ 1,549,082 | $ 1,720,756 | $ 1,893,496 | |||
Cumulative Effect, Period of Adoption, Adjusted Balance | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Total stockholders' equity | 2,026 | ||||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance | Retained Earnings (Accumulated Deficit) | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Total stockholders' equity | $ 2,026 |
Revenue From Contracts with C_2
Revenue From Contracts with Customers - Disaggregate Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue | ||||
Net sales | $ 286,987 | $ 420,797 | $ 886,351 | $ 1,376,181 |
Graphite Electrodes - Three-to-five-year take-or-pay contracts | ||||
Disaggregation of Revenue | ||||
Net sales | 250,011 | 334,097 | 771,400 | 1,107,742 |
Graphite Electrodes - Short-term agreements and spot sales | ||||
Disaggregation of Revenue | ||||
Net sales | 32,303 | 67,704 | 93,232 | 191,249 |
By-products and other | ||||
Disaggregation of Revenue | ||||
Net sales | $ 4,673 | $ 18,996 | $ 21,719 | $ 77,190 |
Revenue From Contracts with C_3
Revenue From Contracts with Customers - Narratives (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Receivables, net of allowance for doubtful accounts | $ 164,195,000 | $ 247,051,000 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Contract with Customer, Asset, before Allowance for Credit Loss | $ 800,000 | $ 0 |
Minimum | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable payment terms | 30 days | |
Maximum | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable payment terms | 120 days |
Revenue From Contracts with C_4
Revenue From Contracts with Customers - Current and Deferred Contracts (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Current Deferred Revenue | |
Movement in Deferred Revenue [Roll Forward] | |
Balance as of December 31, 2019 | $ 11,776 |
Increases due to cash received | 10,535 |
Revenue recognized | (3,684) |
Foreign currency impact | (924) |
Balance as of September 30, 2020 | 17,703 |
Long-Term Deferred Revenue | |
Movement in Deferred Revenue [Roll Forward] | |
Balance as of December 31, 2019 | 3,858 |
Increases due to cash received | 0 |
Revenue recognized | 0 |
Foreign currency impact | 0 |
Balance as of September 30, 2020 | $ 3,858 |
Revenue From Contracts with C_5
Revenue From Contracts with Customers - Performance Obligation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Total Revenues | $ 286,987 | $ 420,797 | $ 886,351 | $ 1,376,181 |
Graphite Electrodes - Three-to-five-year take-or-pay contracts | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Total Revenues | 250,011 | $ 334,097 | 771,400 | $ 1,107,742 |
Minimum | 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, Amount | $ 1,000,000 | $ 1,000,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | 1 year | ||
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, Remaining Performance Obligation, Amount | $ 230,000 | $ 230,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 months | 3 months | ||
Minimum | 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, Amount | $ 925,000 | $ 925,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | 1 year | ||
Minimum | 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, Amount | $ 910,000 | $ 910,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | 1 year | ||
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, Remaining Performance Obligation, Amount | $ 350,000 | $ 350,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 2 years | 2 years | ||
Maximum | 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, Amount | $ 1,080,000 | $ 1,080,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | 1 year | ||
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, Remaining Performance Obligation, Amount | $ 310,000 | $ 310,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 months | 3 months | ||
Maximum | 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, Amount | $ 1,025,000 | $ 1,025,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | 1 year | ||
Maximum | 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, Amount | $ 1,010,000 | $ 1,010,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | 1 year | ||
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, Remaining Performance Obligation, Amount | $ 450,000 | $ 450,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 2 years | 2 years |
Retirement Plans And Postreti_3
Retirement Plans And Postretirement Benefits (Schedule Of Benefit Plans) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Pension Costs | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 623 | $ 574 | $ 1,863 | $ 1,724 |
Interest cost | 1,033 | 1,316 | 3,098 | 3,948 |
Expected return on plan assets | (1,283) | (1,339) | (3,849) | (4,015) |
Net cost | 373 | 551 | 1,112 | 1,657 |
Postretirement Costs | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 180 | 236 | 545 | 717 |
Net cost | $ 180 | $ 236 | $ 545 | $ 717 |
Goodwill And Other Intangible_3
Goodwill And Other Intangible Assets (Schedule Of Changes In The Carrying Value Of Goodwill) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill [Roll Forward] | |
Beginning Balance | $ 171,117 |
Adjustments | 0 |
Ending Balance | $ 171,117 |
Goodwill And Other Intangible_4
Goodwill And Other Intangible Assets (Schedule Of Intangible Assets With Determinable Useful Lives By Major Category) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Intangible Assets | ||
Gross Carrying Amount | $ 142,300 | $ 142,300 |
Accumulated Amortization | (67,129) | (58,446) |
Net Carrying Amount | 75,171 | 83,854 |
Trade Name | ||
Intangible Assets | ||
Gross Carrying Amount | 22,500 | 22,500 |
Accumulated Amortization | (11,425) | (9,861) |
Net Carrying Amount | 11,075 | 12,639 |
Technological Know-How | ||
Intangible Assets | ||
Gross Carrying Amount | 55,300 | 55,300 |
Accumulated Amortization | (32,945) | (29,112) |
Net Carrying Amount | 22,355 | 26,188 |
Customer-Related Intangible | ||
Intangible Assets | ||
Gross Carrying Amount | 64,500 | 64,500 |
Accumulated Amortization | (22,759) | (19,473) |
Net Carrying Amount | $ 41,741 | $ 45,027 |
Goodwill And Other Intangible_5
Goodwill And Other Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense of intangible assets | $ 2.8 | $ 3 | $ 8.7 | $ 9.2 |
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year | 2.7 | 2.7 | ||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 10.7 | 10.7 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 10.1 | 10.1 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 9.2 | 9.2 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | $ 8 | $ 8 |
Debt And Liquidity (Schedule Of
Debt And Liquidity (Schedule Of Long-Term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total debt | $ 1,564,578 | $ 1,812,823 |
Less: Short-term debt | (147) | (141) |
Long-term debt | 1,564,431 | 1,812,682 |
Other debt | ||
Debt Instrument [Line Items] | ||
Total debt | 675 | 619 |
2018 Credit Agreement | ||
Debt Instrument [Line Items] | ||
Total debt | $ 1,563,903 | $ 1,812,204 |
Debt And Liquidity (Narrative)
Debt And Liquidity (Narrative) (Details) - USD ($) | Feb. 13, 2019 | Feb. 12, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jun. 15, 2018 | Jun. 14, 2018 | Apr. 19, 2018 |
Debt Instrument [Line Items] | ||||||||
Repayments of Long-term Debt | $ 249,214,000 | $ 125,000,000 | ||||||
Debt Instrument, Repurchase Amount | 80,000,000 | |||||||
Equity Interest Pledge | 65.00% | |||||||
2018 Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of Long-term Debt | $ 350,000,000 | $ 173,000,000 | ||||||
Debt Instrument, Redemption Price, Percentage | 101.594% | |||||||
2018 Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Ratio of Indebtedness to Net Capital | 4 | |||||||
Line of Credit | 2018 Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,500,000,000 | $ 1,500,000,000 | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | |||||||
Debt Instrument, Amortization Rate | 5.00% | |||||||
Excess Cashflow Threshold Percentage | 75.00% | |||||||
Revolving Credit Facility | 2018 Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 250,000,000 | $ 2,250,000,000 | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | |||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||||||
Borrowing Threshold | $ 35,000,000 | |||||||
Borrowing Threshold Percentage | 35.00% | |||||||
Line of credit upfront fee percentage | 1.00% | |||||||
LIBO | Line of Credit | 2018 Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | |||||||
LIBO | Revolving Credit Facility | 2018 Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | |||||||
ABR | Line of Credit | 2018 Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||
ABR | Revolving Credit Facility | 2018 Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |||||||
Contingent Event One | Line of Credit | 2018 Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Excess Cashflow Threshold Percentage | 50.00% | |||||||
Contingent Event Two | Line of Credit | 2018 Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Excess Cashflow Threshold Percentage | 0.00% | |||||||
Minimum | Contingent Event One | Line of Credit | 2018 Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Ratio of Indebtedness to Net Capital | 1.25 | |||||||
Maximum | Contingent Event One | Line of Credit | 2018 Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Ratio of Indebtedness to Net Capital | 1.75 | |||||||
Brookfield | Brookfield Promissory Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Dividends Payable | $ 750,000,000 | |||||||
Fair Value, Inputs, Level 3 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Fair Value | $ 1,576,000,000 | $ 1,813,000,000 |
Inventories (Schedule Of Invent
Inventories (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Inventories: | ||
Raw materials | $ 95,136 | $ 104,820 |
Work in process | 126,673 | 137,230 |
Finished goods | 77,427 | 71,598 |
Total | $ 299,236 | $ 313,648 |
Interest Expense (Details)
Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Interest and Debt Expense [Abstract] | |||||
Interest Expense, Debt | $ 20,893 | $ 30,222 | $ 64,285 | $ 93,731 | |
Accretion of fair value adjustment on Senior Notes | 549 | 549 | 1,647 | 1,647 | |
Amortization of Debt Issuance Costs | 1,032 | 1,032 | 3,094 | 3,094 | |
Interest Expense, Total | $ 22,474 | $ 31,803 | $ 69,026 | $ 98,472 | |
Line of Credit Facility, Interest Rate During Period | 4.50% | 5.30% |
Contingencies (Details)
Contingencies (Details) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020USD ($) | Sep. 30, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) | ||||
Balance as of December 31, 2019 | $ 1,835,000 | $ 1,835,000 | ||
Product warranty accruals and adjustments | 920,000 | |||
Settlements | (613,000) | |||
Balance as of September 30, 2020 | $ 2,142,000 | |||
Loss Contingencies | ||||
Related party tax agreement percent of savings | 85.00% | |||
Due to Related Parties | $ 58,600,000 | $ 89,900,000 | $ 86,500,000 | |
due to related party | 16,115,000 | 27,857,000 | ||
Long-term debt - affiliate | $ 42,479,000 | $ 62,014,000 | ||
Increase (Decrease) in Due to Related Parties | $ 3,300,000 | |||
Award vesting rights, percentage | 100.00% | |||
LIBO | ||||
Loss Contingencies | ||||
Due to Related Party, Basis Spread on Variable Rate | 0.0100 | |||
Minimum | ||||
Loss Contingencies | ||||
Potential loss liability | $ 55,000,000 | |||
Maximum | ||||
Loss Contingencies | ||||
Potential loss liability | $ 70,000,000 | |||
Profit Units [Member] | Long-term Incentive Plan [Member] | ||||
Loss Contingencies | ||||
Number of shares authorized | shares | 30,000 | |||
Outstanding Voting Power percentage | 0.70 | |||
Outstanding Voting Power Percentage Minimum | 0.30 | |||
Threshold Value | $ 855,000,000 |
Income Taxes (Summary Of Provis
Income Taxes (Summary Of Provision For Income Taxes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Tax expense | $ 18,104 | $ 20,755 | $ 61,838 | $ 90,940 |
Pretax income | $ 112,338 | $ 196,631 | $ 371,116 | $ 660,620 |
Effective tax rates (percentage) | 16.10% | 10.60% | 16.70% | 13.80% |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 16.10% | 10.60% | 16.70% | 13.80% |
U.S. statutory rate | 21.00% | 21.00% | 21.00% | 21.00% |
Provision for income taxes | $ 18,104,000 | $ 20,755,000 | $ 61,838,000 | $ 90,940,000 |
Unrecognized tax benefits that would have a favorable impact on effective tax rate | $ 100,000 | $ 100,000 |
Derivative Instruments (Narrati
Derivative Instruments (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Derivative | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.10% | 5.10% | ||||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Assets, Fair Value, Net | $ 5,500,000 | |||||
Derivative, Net Hedge Ineffectiveness Gain (Loss) | $ 0 | $ (700,000) | $ 1,200,000 | $ (500,000) | ||
Amount of derivaitve cash flow hedge to be repcognized in the next 12 months | $ 8,000,000 | $ 7,300,000 | ||||
Foreign currency derivatives | ||||||
Derivative | ||||||
Derivative, notional amount | 63,500,000 | 63,500,000 | 78,800,000 | |||
Commodity derivative contracts | ||||||
Derivative | ||||||
Derivative, notional amount | 67,200,000 | 67,200,000 | 99,500,000 | |||
Unrealized (loss) gain in other comprehensive income | $ 3,700,000 | $ 8,900,000 | ||||
Interest rate swap contract | ||||||
Derivative | ||||||
Derivative, notional amount | 500,000,000 | 500,000,000 | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent | $ 16,200,000 | |||||
Interest rate swap contract 2 | ||||||
Derivative | ||||||
Derivative, notional amount | 500,000,000 | 500,000,000 | ||||
Scenario, Plan | ||||||
Derivative | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.85% | 4.85% |
Derivative Instruments - Balanc
Derivative Instruments - Balance Sheet Location (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Not Designated as Hedging Instrument | ||
Derivatives, Fair Value | ||
Derivative asset fair value | $ 982 | $ 615 |
Derivative liability fair value | 161 | 81 |
Commodity derivative contracts | Not Designated as Hedging Instrument | Prepaid and other current assets | ||
Derivatives, Fair Value | ||
Derivative asset fair value | 165 | 376 |
Commodity derivative contracts | Not Designated as Hedging Instrument | Other current liabilities | ||
Derivatives, Fair Value | ||
Derivative liability fair value | 0 | 0 |
Foreign currency derivatives | Not Designated as Hedging Instrument | Prepaid and other current assets | ||
Derivatives, Fair Value | ||
Derivative asset fair value | 817 | 239 |
Foreign currency derivatives | Not Designated as Hedging Instrument | Other current liabilities | ||
Derivatives, Fair Value | ||
Derivative liability fair value | 161 | 81 |
Cash Flow Hedging | Commodity derivative contracts | Designated as Hedging Instrument | ||
Derivatives, Fair Value | ||
Derivative asset fair value | 1 | 3,410 |
Derivative liability fair value | 22,253 | 4,199 |
Cash Flow Hedging | Commodity derivative contracts | Designated as Hedging Instrument | Prepaid and other current assets | ||
Derivatives, Fair Value | ||
Derivative asset fair value | 1 | 104 |
Cash Flow Hedging | Commodity derivative contracts | Designated as Hedging Instrument | Other accrued liabilities | ||
Derivatives, Fair Value | ||
Derivative liability fair value | 4,653 | 1,872 |
Cash Flow Hedging | Commodity derivative contracts | Designated as Hedging Instrument | Other long-term assets | ||
Derivatives, Fair Value | ||
Derivative asset fair value | 0 | 369 |
Cash Flow Hedging | Commodity derivative contracts | Designated as Hedging Instrument | Other long-term obligations | ||
Derivatives, Fair Value | ||
Derivative liability fair value | 4,261 | 2,255 |
Cash Flow Hedging | Interest rate swap contract | Designated as Hedging Instrument | Prepaid and other current assets | ||
Derivatives, Fair Value | ||
Derivative asset fair value | 0 | 253 |
Cash Flow Hedging | Interest rate swap contract | Designated as Hedging Instrument | Other accrued liabilities | ||
Derivatives, Fair Value | ||
Derivative liability fair value | 5,730 | 0 |
Cash Flow Hedging | Interest rate swap contract | Designated as Hedging Instrument | Other long-term assets | ||
Derivatives, Fair Value | ||
Derivative asset fair value | 0 | 2,684 |
Cash Flow Hedging | Interest rate swap contract | Designated as Hedging Instrument | Other long-term obligations | ||
Derivatives, Fair Value | ||
Derivative liability fair value | $ 7,609 | $ 72 |
Derivative Instruments - Income
Derivative Instruments - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Commodity Forward Derivative | Designated as Hedging Instrument | Cost of sales | ||||
Derivative Instruments, Gain (Loss) | ||||
Amount of (Gain)/Loss Recognized | $ 1,295 | $ 3,145 | $ 5,234 | $ 6,994 |
Interest rate swap contract | Designated as Hedging Instrument | Interest expense | ||||
Derivative Instruments, Gain (Loss) | ||||
Amount of (Gain)/Loss Recognized | (1,537) | 323 | (2,852) | 323 |
Foreign currency derivatives | Not Designated as Hedging Instrument | Cost Of Good Sold Other Expense Income [Member] | ||||
Derivative Instruments, Gain (Loss) | ||||
Amount of (Gain)/Loss Recognized | 243 | $ (173) | 959 | 648 |
Commodity derivative contracts | Not Designated as Hedging Instrument | Interest expense | ||||
Derivative Instruments, Gain (Loss) | ||||
Amount of (Gain)/Loss Recognized | $ 207 | $ 321 | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | ||
Foreign currency translation adjustments, net of tax | $ (15,376) | $ (9,293) |
Commodity and interest rate derivatives, net of tax | (23,785) | 1,932 |
Total accumulated comprehensive income (loss) | $ (39,161) | $ (7,361) |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Class of Stock [Line Items] | |||||
Weighted average common shares outstanding for basic calculation (shares) | 267,265,705 | 290,112,233 | 267,908,427 | 290,410,859 | |
Add: Effect of stock options, deferred stock units and restricted stock units (shares) | 13,850 | 15,063 | 12,463 | 11,492 | |
Weighted average common shares outstanding for diluted calculation (shares) | 267,279,555 | 290,127,296 | 267,920,890 | 290,422,351 | |
Participating securities (shares) | 77,157 | 36,546 | 65,264 | 28,914 | |
Anti-dilutive shares (shares) | 1,730,960 | 1,303,854 | 1,644,002 | 1,203,220 | |
Common Stock | |||||
Class of Stock [Line Items] | |||||
Stock Repurchased and Retired During Period, Shares | 3,328,574 | 879,134 | 3,328,574 | 0 |
Stock-Based Compensation - Vest
Stock-Based Compensation - Vested Options (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted non-vested options (shares) | 4,000 | 0 | 304,000 | 207,000 |
Deferred Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted non-vested options (shares) | 20,027 | 16,176 | 44,670 | 23,121 |
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted non-vested options (shares) | 16,729 | 1,551 | 328,720 | 235,170 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 700 | $ 600 | $ 1,600 | $ 1,400 |
Provision for (benefit from) income taxes | 18,104 | 20,755 | 61,838 | 90,940 |
Omnibus Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 800 | $ 700 | 1,900 | $ 1,600 |
Stock based compensation not yet recognized | $ 8,400 | $ 8,400 | ||
Period in which compensation expense will be recognized | 3 years 7 months 6 days |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock Option | ||||
Number of Shares | ||||
Granted (shares) | 4,000 | 0 | 304,000 | 207,000 |
Omnibus Equity Incentive Plan | ||||
Weighted- Average Grant Date Fair Value | ||||
Period in which compensation expense will be recognized | 3 years 7 months 6 days | |||
Omnibus Equity Incentive Plan | Stock Option | ||||
Number of Shares | ||||
Beginning balance (shares) | 931,658 | |||
Granted (shares) | 304,000 | |||
Vested (shares) | (186,162) | |||
Forfeited (shares) | (143,960) | |||
Ending (shares) | 905,536 | 931,658 | ||
Weighted- Average Exercise Price | ||||
Beginning balance (weighted average share price) | $ 15.06 | |||
Granted (weighted average share price) | 8.99 | |||
Vested (weighted average shares) | 15.20 | |||
Forfeited (weighted average share price) | 14.82 | |||
Ending balance (weighted average share price) | $ 13.03 | $ 13.03 | ||
Omnibus Equity Incentive Plan | Deferred Stock Units and Restricted Units | ||||
Number of Shares | ||||
Beginning balance (shares) | 282,716 | |||
Granted (shares) | 373,390 | |||
Vested (shares) | (87,112) | |||
Forfeited (shares) | (45,760) | |||
Ending balance (shares) | 523,234 | 523,234 | ||
Weighted- Average Grant Date Fair Value | ||||
Beginning balance (weighted average share price) | $ 12.83 | |||
Granted (weighted average share price) | 8.77 | |||
Vested (weighted average share price) | 10.18 | |||
Forfeited (weighted average share price) | 12.24 | |||
Ending balance (weighted average share price) | $ 10.43 | $ 10.43 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 02, 2020 | Oct. 20, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Subsequent Event | |||||||||
Common stock dividend declared (usd per share) | $ 0.01 | $ 0.085 | $ 0.085 | $ 0.085 | $ 0.085 | ||||
Repayments of Long-term Debt | $ 249,214 | $ 125,000 | |||||||
Subsequent Event | |||||||||
Subsequent Event | |||||||||
Common stock dividend declared (usd per share) | $ 0.01 | ||||||||
Repayments of Long-term Debt | $ 60,000 |