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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2017

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                to              

 

Commission file number:  1-10776

 

CALGON CARBON CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

 

25-0530110

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

3000 GSK Drive

 

 

Moon Township, Pennsylvania

 

15108

(Address of principal executive offices)

 

(Zip Code)

 

(412) 787-6700

(Registrant’s telephone number, including area code)

 

None

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☒  No  ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes ☒  No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

 

Large accelerated filer ☒

 

 

 

Accelerated filer ☐

 

 

 

Non-accelerated filer ☐ (Do not check if a smaller reporting company)

 

Smaller reporting company ☐

 

 

 

 

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐  No  ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

 

 

 

Class

 

Outstanding as of July 24, 2017

Common Stock, $.01 par value per share

 

50,794,861 shares

 

 

 

 

 


 

Table of Contents

 

CALGON CARBON CORPORATION

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED JUNE 30, 2017

 

This Quarterly Report on Form 10-Q contains historical information and forward-looking statements.  Forward-looking statements typically contain words such as “expect,” “believe,” “estimate,” “anticipate,” or similar words indicating that future outcomes are uncertain.  Statements looking forward in time, including statements regarding future growth and profitability, price increases, cost savings, broader product lines, enhanced competitive posture and acquisitions, are included in this Quarterly Report on form 10-Q pursuant to the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements involve known and unknown risks and uncertainties that may cause Calgon Carbon Corporation’s (the Company’s) actual results in future periods to be materially different from any future performance suggested herein.  Further, the Company operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond the Company’s control.  Factors that could affect future performance of the Company include, without limitation: the Company’s ability to successfully integrate the November 2, 2016 acquisition of the assets and business of the wood-based activated carbon, reactivation, and mineral-based filtration media of CECA, a subsidiary of Arkema Group (New Business) and achieve the expected results of the acquisition, including any expected synergies and the expected future accretion to earnings; changes in, or delays in the implementation of, regulations that cause a market for our products; our ability to successfully type approve or qualify our products to meet customer and end market requirements; changes in competitor prices for products similar to ours; higher energy and raw material costs; costs of imports and related tariffs; unfavorable weather conditions and changes in market prices of natural gas relative to prices of coal; changes in foreign currency exchange rates and interest rates; changes in corporate income and cross-border tax policies of the United States and other countries; labor relations; availability of capital and environmental requirements as they relate to both our operations and to those of our customers; borrowing restrictions; validity of patents and other intellectual property; and pension costs.  In the context of the forward-looking information provided in this Quarterly Report on Form 10-Q, please refer to the discussions of risk factors and other information detailed in, as well as the other information contained in the Company’s most recent Annual Report on Form 10-K.  Any forward-looking statement speaks only as of the date on which such statement is made and the Company does not intend to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by the Federal securities laws of the United States.

 

In reviewing any agreements incorporated by reference in this Form 10-Q, please remember such agreements are included to provide information regarding the terms of such agreements and are not intended to provide any other factual or disclosure information about the Company.  The agreements may contain representations and warranties by the Company, which should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties should those statements prove to be inaccurate.  The representation and warranties were made only as of the date of the relevant agreement or such other date or dates as may be specified in such agreement and are subject to more recent developments.  Accordingly, these representations and warranties alone may not describe the actual state of affairs as of the date they were made or at any other time.

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Table of Contents

 

INDEX

 

 

 

 

Page

PART 1 — FINANCIAL INFORMATION 

 

 

 

 

Item 1. 

Financial Statements

3

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income (unaudited)

3

 

 

 

 

Condensed Consolidated Balance Sheets (unaudited)

4

 

 

 

 

Condensed Consolidated Statements of Cash Flows (unaudited)

5

 

 

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

6

 

 

 

Item 2. 

Management’s Discussion and Analysis of Results of Operations and Financial Condition

23

 

 

 

Item 3. 

Qualitative and Quantitative Disclosures about Market Risk

29

 

 

 

Item 4. 

Controls and Procedures

29

 

 

 

PART II - OTHER INFORMATION 

 

 

 

 

Item 1. 

Legal Proceedings

30

 

 

 

Item 1A. 

Risk Factors

30

 

 

 

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

30

 

 

 

Item 6. 

Exhibits

31

 

 

 

SIGNATURE 

 

32

 

 

2


 

Table of Contents

 

PART I — FINANCIAL INFORMATION

Item 1.    Financial Statements

 

CALGON CARBON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

(Dollars in thousands, except per share amounts)

    

2017

    

2016

    

2017

    

2016

 

Net sales

 

$

152,998

 

$

132,597

 

$

295,701

 

$

252,796

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold (excluding depreciation and amortization)

 

 

106,286

 

 

87,663

 

 

205,101

 

 

166,122

 

Depreciation and amortization

 

 

12,000

 

 

9,461

 

 

23,788

 

 

18,236

 

Selling, general and administrative expenses

 

 

22,453

 

 

21,984

 

 

47,270

 

 

44,966

 

Research and development expenses

 

 

1,238

 

 

1,318

 

 

2,623

 

 

2,838

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

141,977

 

 

120,426

 

 

278,782

 

 

232,162

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

11,021

 

 

12,171

 

 

16,919

 

 

20,634

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

26

 

 

29

 

 

32

 

 

35

 

Interest expense

 

 

(2,021)

 

 

(228)

 

 

(3,535)

 

 

(561)

 

Other income (expense) — net

 

 

 5

 

 

(20)

 

 

505

 

 

203

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income tax provision

 

 

9,031

 

 

11,952

 

 

13,921

 

 

20,311

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax provision (Note 10)

 

 

3,178

 

 

4,056

 

 

7,293

 

 

6,957

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

5,853

 

 

7,896

 

 

6,628

 

 

13,354

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax (Note 8)

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

 

 

9,382

 

 

(3,408)

 

 

11,891

 

 

(311)

 

Defined benefit pension plans

 

 

175

 

 

739

 

 

592

 

 

1,263

 

Derivatives

 

 

(756)

 

 

 1

 

 

(1,268)

 

 

(789)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other comprehensive income (loss)

 

 

8,801

 

 

(2,668)

 

 

11,215

 

 

163

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

$

14,654

 

$

5,228

 

$

17,843

 

$

13,517

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.12

 

$

0.16

 

$

0.13

 

$

0.27

 

Diluted

 

$

0.12

 

$

0.15

 

$

0.13

 

$

0.26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends per common share

 

$

0.05

 

$

0.05

 

$

0.10

 

$

0.10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding, in thousands

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

50,470

 

 

50,225

 

 

50,441

 

 

50,267

 

Diluted

 

 

50,511

 

 

50,987

 

 

50,499

 

 

51,014

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Table of Contents

 

CALGON CARBON CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

June 30, 2017

 

December 31, 2016

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

24,079

 

$

37,984

 

Receivables (net of allowance of $1,459 and $1,416)

 

 

114,950

 

 

108,056

 

Revenue recognized in excess of billings on uncompleted contracts

 

 

11,514

 

 

6,998

 

Inventories

 

 

138,213

 

 

125,115

 

Other current assets

 

 

20,032

 

 

13,437

 

Total current assets

 

 

308,788

 

 

291,590

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

385,367

 

 

366,442

 

Intangibles, net

 

 

42,615

 

 

40,543

 

Goodwill

 

 

72,518

 

 

66,316

 

Deferred income taxes

 

 

8,997

 

 

7,957

 

Other assets

 

 

2,331

 

 

2,370

 

Total assets

 

$

820,616

 

$

775,218

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

83,001

 

$

74,493

 

Billings in excess of revenue recognized on uncompleted contracts

 

 

4,299

 

 

4,063

 

Payroll and benefits payable

 

 

12,592

 

 

15,458

 

Accrued income taxes

 

 

2,589

 

 

1,641

 

Current portion of long-term debt

 

 

5,000

 

 

5,000

 

Total current liabilities

 

 

107,481

 

 

100,655

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

241,367

 

 

220,000

 

Deferred income taxes

 

 

23,601

 

 

25,624

 

Accrued pension and other liabilities

 

 

52,189

 

 

47,796

 

Total liabilities

 

 

424,638

 

 

394,075

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock, $.01 par value, 100,000,000 shares authorized, 61,713,754 and 61,531,025 shares issued

 

 

617

 

 

615

 

Additional paid-in capital

 

 

188,228

 

 

185,791

 

Retained earnings

 

 

403,821

 

 

402,286

 

Treasury stock, at cost, 10,803,922 and 10,781,001 shares

 

 

(154,304)

 

 

(153,950)

 

Accumulated other comprehensive loss

 

 

(42,384)

 

 

(53,599)

 

Total stockholders’ equity

 

 

395,978

 

 

381,143

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

820,616

 

$

775,218

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CALGON CARBON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

(Dollars in thousands)

 

2017

    

2016

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net income

 

$

6,628

 

$

13,354

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

23,788

 

 

18,236

 

Employee benefit plan provisions

 

 

1,523

 

 

2,090

 

Stock-based compensation

 

 

2,292

 

 

2,196

 

Deferred income tax benefit

 

 

(1,704)

 

 

(1,349)

 

Changes in assets and liabilities — net of effects from foreign exchange:

 

 

 

 

 

 

 

Receivables

 

 

(3,668)

 

 

2,020

 

Inventories

 

 

(10,583)

 

 

(11,176)

 

Revenue in excess of billings on uncompleted contracts and other current assets

 

 

(10,971)

 

 

5,004

 

Accounts payable and other accrued liabilities

 

 

4,303

 

 

1,646

 

Pension contributions

 

 

(1,229)

 

 

(711)

 

Other items — net

 

 

(759)

 

 

(441)

 

Net cash provided by operating activities

 

 

9,620

 

 

30,869

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

Purchase of business - net of cash (Note 15)

 

 

(1,233)

 

 

 —

 

Capital expenditures

 

 

(29,898)

 

 

(16,892)

 

Proceeds from sale of assets

 

 

 —

 

 

1,234

 

Net cash used in investing activities

 

 

(31,131)

 

 

(15,658)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Credit agreement borrowings — long-term

 

 

76,456

 

 

58,334

 

Credit agreement repayments — long-term

 

 

(55,130)

 

 

(57,283)

 

Repayment of Japanese term loan — long-term

 

 

 —

 

 

(4,001)

 

Treasury stock purchased

 

 

(354)

 

 

(8,644)

 

Common stock dividends paid

 

 

(5,093)

 

 

(5,066)

 

Proceeds from the exercise of stock options

 

 

147

 

 

163

 

Other financing

 

 

(10,916)

 

 

 —

 

Net cash provided by (used in) financing activities

 

 

5,110

 

 

(16,497)

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

2,496

 

 

(1,103)

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

 

(13,905)

 

 

(2,389)

 

Cash and cash equivalents, beginning of period

 

 

37,984

 

 

53,629

 

Cash and cash equivalents, end of period

 

$

24,079

 

$

51,240

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Table of Contents

 

CALGON CARBON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts or as otherwise noted)

(Unaudited)

 

1. Basis of Presentation and Accounting Policies

 

The condensed consolidated financial statements included herein are unaudited and have been prepared by Calgon Carbon Corporation and subsidiaries (the Company) pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  All intercompany transactions and accounts have been eliminated in consolidation.  Certain information and footnote disclosures normally included in audited annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) have been condensed or omitted pursuant to such rules and regulations.  Management of the Company believes that the disclosures included herein are adequate to make the information presented not misleading when read in conjunction with the Company’s audited consolidated financial statements and the notes included therein for the year ended December 31, 2016, as filed with the SEC by the Company in its Annual Report on Form 10-K.

 

On November 2, 2016, the Company completed the acquisition of the wood-based activated carbon, reactivation, and mineral-based filtration media business of CECA, a subsidiary of Arkema Group (New Business).  With the complementary New Business located in Europe, the Company becomes an even more global and diverse industry leader in activated carbon, reactivation, and filtration media in the form of diatomaceous earth and perlites.  Refer to Notes 13 and 15 for additional information regarding the acquisition.

 

In management’s opinion, the condensed consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, and which are necessary for a fair presentation, in all material respects, of financial results for the interim periods presented.  Operating results for the first six months of 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

 

There have been no developments to recently issued accounting standards from those disclosed in the Company’s Annual Report on Form 10-K as filed with the SEC for the year ended December 31, 2016, except for the following.

 

In July 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-11, “Simplifying the Measurement of Inventory” which requires entities to measure most inventory at the lower of cost and net realizable value.  This simplifies the current guidance under which an entity measures inventory at the lower of cost or market.  Market in this context is defined as one of three different measures, one of which is net realizable value.  Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.  The Company adopted this ASU on a prospective basis as of January 1, 2017, and it did not have an impact on the Company’s condensed consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows.  The Company adopted the provisions of this ASU effective January 1, 2017 and it did not have a material impact on the Company’s condensed consolidated financial statements.

 

In May 2014, the FASB issued ASU 2014-09, “Revenue (Topic 606): Revenue from Contracts with Customers” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance.  The core principle of ASU 2014-09 is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services by applying five steps listed in the guidance.  ASU 2014-09 also requires disclosure of both quantitative and qualitative information that enables users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from customers.  In August 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09 by one year.  In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606):  Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” which amends the principal-versus agent implementation guidance and illustrations in FASB’s new revenue standard ASU

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2014-09.  The new guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers.  In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing” which amends certain aspects of the guidance in ASU 2014-09.  For identifying performance obligations, the amendments include:  immaterial promised goods and services, shipping and handling activities, and identifying when promises represent performance obligations.  In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606):  Narrow-Scope Improvements and Practical Expedients.”  This clarifies the collectability assessment, sales tax presentation and the treatment of contract modifications and completed contracts at transition.  In May 2016, the FASB issued ASU 2016-11, “Rescission of SEC Guidance Because of Accounting Standards Update 2014-09” which rescinds certain SEC guidance upon adoption including those related to freight services in process and shipping and handling fees.  All of the new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017.  The Company has completed its preliminary assessment of the impact of the new standard compared to the historical accounting policies on a representative sample of contracts.  For the majority of the Company’s revenue which consists of product sales, the Company does not anticipate a material change to result from the adoption of the new standard.  The Company recognizes revenue for some of its contracts on a percentage of completion basis, which represented approximately 6% of its consolidated net sales for the six months ended June 30, 2017.  The Company expects that for some of these contracts, the new guidance will instead require revenue to be recognized at a point in time due to the nature of the product, which in some cases has an alternative use to the Company.  In 2017, these sales are reported in both the Activated Carbon and Advanced Water Purification reportable segments.  The Company is in the process of reviewing additional contracts and documenting its conclusions with regard to the new accounting standard.  The Company is continuing to assess the ultimate impact that the adoption of this standard will have on its consolidated financial statements and related disclosures.  In addition, the Company is evaluating the changes that will be required in its internal controls as a result of the adoption of this new standard.  The Company is planning to adopt the provisions of the ASU and its subsequent amendments using the modified retrospective transition method for existing transactions that will likely result in a cumulative effect adjustment as of January 1, 2018.

 

In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which requires that employers disclose components of their pension service cost in the same line item as other compensation costs related to relevant employees.  The ASU also requires that other components of net benefit costs be presented separately from the service cost component within the income statement, and outside of income from operations.  The provisions of this ASU are effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods.  The Company will retrospectively adopt this ASU as of January 1, 2018 as required, which will result in a reclassification of components of net periodic pension cost other than service cost outside of income from operations on the Company’s consolidated financial statements.

 

 

 

 

2.    Inventories

 

 

 

 

 

 

 

 

 

 

 

 

    

June 30, 2017

    

December 31, 2016

 

Raw materials

 

$

31,122

 

$

24,831

 

Finished goods

 

 

107,091

 

 

100,284

 

Total

 

$

138,213

 

$

125,115

 

 

Inventories are recorded net of reserves of $3.3 million and $2.6 million for obsolete and slow-moving items as of June 30, 2017 and December 31, 2016, respectively.

 

 

 

3.    Fair Value Measurements

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).  The fair value hierarchy consists of three broad levels, which gives

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the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).  The three levels of the fair value hierarchy are described below:

 

·

Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities;

·

Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

·

Level 3 — Unobservable inputs that reflect the reporting entity’s own assumptions.

 

The Company’s financial instruments, excluding derivative instruments, consist primarily of cash and cash equivalents, short and long-term debt as well as accounts receivable and accounts payable.  The following financial instrument assets (liabilities) are presented below at carrying amount, fair value, and classification within the fair value hierarchy (refer to Notes 4 and 5 for details relating to derivative instruments and borrowing arrangements).  The only financial instruments measured at fair value on a recurring basis are derivative instruments and the acquisition earn-out liability:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value

 

June 30, 2017

 

December 31, 2016

 

 

    

Hierarchy

    

Carrying

    

Fair

    

Carrying

    

Fair

 

 

 

Level

 

Amount

 

Value

 

Amount

 

Value

 

Derivative assets

 

 2

 

$

862

 

$

862

 

$

1,168

 

$

1,168

 

Derivative liabilities

 

 2

 

 

(1,258)

 

 

(1,258)

 

 

(1,452)

 

 

(1,452)

 

Acquisition earn-out liability

 

 2

 

 

 —

 

 

 —

 

 

(125)

 

 

(125)

 

Long-term debt, including current portion

 

 2

 

 

(246,367)

 

 

(246,367)

 

 

(225,000)

 

 

(225,000)

 

 

Cash, accounts receivable and accounts payable included in the condensed consolidated balance sheets approximate fair value and are excluded from the table above.  The fair value of derivative assets and liabilities are measured based on inputs from market sources that aggregate data based upon market transactions.  Fair value for the acquisition earn-out liability is based upon Level 2 inputs which are periodically re-evaluated for changes in future projections and the discount rate.  This liability is recorded in accrued pension and other liabilities within the Company’s condensed consolidated balance sheets.  The Company’s debt bears interest based on market rates and, accordingly, the carrying value of this obligation approximates fair value. 

 

4.    Derivative Instruments

 

The Company uses foreign currency forward exchange contracts and foreign exchange option contracts to limit the exposure of exchange rate fluctuations on certain foreign currency receivables, payables, and other known and forecasted transactional exposures for periods consistent with the expected cash flow of the underlying transactions.  The Company also uses natural gas forward contracts to limit the exposure to changes in natural gas prices and interest rate swap contracts to limit its exposure to changes in variable interest rate debt obligations.  Management’s policy for managing risk is to use derivatives to hedge up to 75% of the value of the forecasted exposure.  The foreign currency exchange contracts generally mature within eighteen months, while the natural gas contracts generally mature within twenty-four months.

 

In May 2017, the Company entered into a $50.0 million interest rate swap contract (the Swap) with a 2023 termination date, to manage its exposure to its variable rate LIBOR-based borrowings. 

 

The Company accounts for its derivative instruments under Accounting Standards Codification (ASC) 815 “Derivatives and Hedging.”  Hedge effectiveness is measured on a quarterly basis and any portion of ineffectiveness as well as hedge components excluded from the assessment of effectiveness, are recorded directly to current earnings, in other income (expense) - net.

 

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The fair value of outstanding derivative contracts in the condensed consolidated balance sheets was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset Derivatives

    

Balance Sheet Locations

    

June 30, 2017

    

December 31, 2016

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

Other current assets

 

$

232

 

$

670

 

Natural gas contracts

 

Other current assets

 

 

66

 

 

255

 

Foreign exchange contracts

 

Other assets

 

 

 2

 

 

179

 

Natural gas contracts

 

Other assets

 

 

 5

 

 

43

 

 

 

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

Other current assets

 

 

557

 

 

21

 

Total asset derivatives

 

 

 

$

862

 

$

1,168

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liability Derivatives

     

Balance Sheet Locations

     

June 30, 2017

     

December 31, 2016

  

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

Accounts payable and accrued liabilities

 

$

412

 

$

30

 

Natural gas contracts

 

Accounts payable and accrued liabilities

 

 

96

 

 

 —

 

Foreign exchange contracts

 

Accrued pension and other liabilities

 

 

93

 

 

 1

 

Natural gas contracts

 

Accrued pension and other liabilities

 

 

91

 

 

 —

 

Interest rate swap contract

 

Accrued pension and other liabilities

 

 

397

 

 

 —

 

 

 

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

Accounts payable and accrued liabilities

 

 

169

 

 

1,421

 

Total liability derivatives

 

 

 

$

1,258

 

$

1,452

 

 

The Company had the following outstanding derivative contracts that were entered into to hedge forecasted transactions:

 

 

 

 

 

 

 

 

 

 

(in thousands except for millions of British Thermal Units (mmbtu))

    

June 30, 2017

    

December 31, 2016

 

Natural gas contracts (mmbtu)

 

 

1,470,000

 

 

540,000

 

Foreign exchange contracts

 

$

61,610

 

$

199,420

 

Interest rate swap contract

 

$

50,000

 

$

 —

 

 

The use of derivatives exposes the Company to the risk that a counterparty may default on a derivative contract.  The Company enters into derivative financial instruments with high credit quality counterparties and diversifies its positions among such counterparties.  The aggregate fair value of the Company’s derivative instruments in asset positions represents the maximum loss that the Company would recognize at that date if all counterparties failed to perform as contracted.  The Company has entered into various master netting arrangements with counterparties to facilitate settlement of gains and losses on these contracts.  These arrangements may allow for netting of exposures in the event of default or termination of the counterparty agreement due to breach of contract.  The Company does not net its derivative positions by counterparty for purposes of balance sheet presentation and disclosure.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2017

 

December 31, 2016

 

 

 

Fair Value

 

Fair Value

 

Fair Value

 

Fair Value

 

 

    

of Assets

    

of Liabilities

    

of Assets

    

of Liabilities

 

Gross derivative amounts recognized in the balance sheet

 

$

862

 

$

1,258

 

$

1,168

 

$

1,452

 

Gross derivative amounts not offset in the balance sheet
that are eligible for offsetting

 

 

(473)

 

 

(473)

 

 

(52)

 

 

(52)

 

Net amount

 

$

389

 

$

785

 

$

1,116

 

$

1,400

 

 

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Derivatives in Cash Flow Hedging Relationships

 

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (loss) (OCI) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.  The location of the gain or (loss) reclassified into earnings (effective portion) for derivatives in cash flow hedging relationships is cost of products sold (excluding depreciation and amortization) except for the Swap, which is reclassified into earnings in interest expense.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount of Gain or (Loss) Recognized

 

 

 

in OCI on Derivatives (Effective Portion)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

    

2017

    

2016

    

2017

    

2016

 

Foreign exchange contracts

 

$

(569)

 

$

(407)

 

$

(1,054)

 

$

(1,446)

 

Natural gas contracts

 

 

(140)

 

 

398

 

 

(369)

 

 

207

 

Interest rate swap contract

 

 

(489)

 

 

 —

 

 

(489)

 

 

 —

 

Total

 

$

(1,198)

 

$

(9)

 

$

(1,912)

 

$

(1,239)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount of Gain or (Loss) Recognized from

 

 

 

Accumulated OCI into Earnings (Effective Portion) (1)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

    

2017

    

2016

    

2017

    

2016

 

Foreign exchange contracts

 

$

66

 

$

153

 

$

143

 

$

434

 

Natural gas contracts

 

 

15

 

 

(315)

 

 

27

 

 

(590)

 

Interest rate swap contract

 

 

(92)

 

 

 —

 

 

(92)

 

 

 —

 

Total

 

$

(11)

 

$

(162)

 

$

78

 

$

(156)

 

 

(1)

Assuming market rates remain constant with the rates as of June 30, 2017, a gain of $0.2 million is expected to be recognized in earnings over the next 12 months.

 

During the three and six months ended June 30, 2017 and 2016, there was no gain or (loss) recognized in earnings on derivatives related to the ineffective portion and the amount excluded from effectiveness testing.

 

Derivatives Not Designated as Hedging Instruments

 

The Company has also entered into certain derivatives to minimize its exposure of exchange rate fluctuations on certain foreign currency receivables, payables, and other known and forecasted transactional exposures.  The Company has not qualified these contracts for hedge accounting treatment and therefore, the fair value gains and losses on these contracts are recorded in earnings, in other income (expense) - net as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount of Gain or (Loss) Recognized in Earnings on Derivatives

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

    

2017

    

2016

    

2017

    

2016

 

Foreign exchange contracts

 

$

(7,639)

 

$

(262)

 

$

(9,275)

 

$

1,290

 

Total

 

$

(7,639)

 

$

(262)

 

$

(9,275)

 

$

1,290

 

 

For the three and six months ended June 30, 2017, non-designated contracts pertaining to an intercompany loan related to the acquisition of the New Business resulted in net losses of $8.0 million and $9.6 million, respectively, which were offset by foreign exchange transaction gains of $7.9 million and $10.3 million, respectively, both of which were recorded in earnings, within other income (expense) – net.  The realized portion of this loss from the settlement of these contracts was reflected in other financing on the condensed consolidated statements of cash flows.

 

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5.    Borrowing Arrangements

 

 

 

 

 

 

 

 

 

 

 

 

    

June 30, 2017

    

December 31, 2016

 

U.S. Credit Agreement borrowings

 

$

244,140

 

$

225,000

 

Japanese Credit Agreement borrowings

 

 

2,227

 

 

 —

 

Total long-term debt

 

 

246,367

 

 

225,000

 

Less current portion of long-term debt

 

 

(5,000)

 

 

(5,000)

 

Net long-term debt

 

$

241,367

 

$

220,000

 

 

U.S. Credit Agreement

 

On October 4, 2016, the Company entered into the First Amended and Restated Credit Agreement (Credit Agreement) which provides for total borrowing capacity of $400 million, comprised of a $300 million revolving credit facility (Revolver) that expires on October 4, 2021 and a $100 million term loan facility (Term Loan) that expires on October 4, 2023. 

 

The Revolver contains a $75 million sublimit for the issuance of letters of credit, and a $15 million sublimit for swing loans.  The Company has the option to increase the Revolver by a maximum of $100 million with the consent of the Lenders.  Availability under the Credit Agreement was conditioned upon various customary conditions.  Upon entering into the Credit Agreement, the Company incurred issuance costs of $0.8 million, of which approximately $0.1 million was expensed.  The remainder of the issuance costs were deferred, and along with other previously deferred costs, are being amortized over the terms of the Revolver and Term Loan facilities.  A quarterly nonrefundable commitment fee is payable by the Company based on the unused availability under the Revolver and was equal to 0.25% as of June 30, 2017.

 

The Company borrowed the full $100 million under the Term Loan on October 4, 2016.  During the fourth quarter of 2016, the Company borrowed $160 million under the Revolver to finance the acquisition of the New Business.  Required quarterly repayments under the Term Loan began January 1, 2017, and are equal to 1.25% of the outstanding balance until January 1, 2019, at which time the quarterly repayments will increase to 2.0% until the remaining balance is due on the October 4, 2023 maturity date.  As a result, $5.0 million is shown as the current portion of long-term debt within the condensed consolidated balance sheets as of both June 30, 2017 and December 31, 2016.

 

The interest rate on amounts owed under the Credit Agreement will be, at the Company’s option, either (i) a fluctuating Base Rate or (ii) an adjusted LIBOR rate, plus, in each case, an applicable margin based on the Company’s leverage ratio as set forth in the Credit Agreement.  The interest rate charged on amounts owed under swing loans will be either (i) a fluctuating Base Rate or (ii) such other interest rates as the lender and the Company may agree to from time to time.  The interest rate per annum on outstanding borrowings ranged from 3.06% to 3.31% as of June 30, 2017, and 1.70% to 1.86% as of June 30, 2016.

 

Total outstanding borrowings under the Revolver were $146.6 million and $125.0 million as of June 30, 2017 and December 31, 2016, respectively.  Total availability under the Revolver as of June 30, 2017 and December 31, 2016 was $150.9 million and $172.5 million, respectively, after considering borrowings and the outstanding letters of credit of $2.5 million as of both June 30, 2017 and December 31, 2016.  Total outstanding borrowings under the Term Loan were $97.5 million and $100.0 million as of June 30, 2017 and December 31, 2016, respectively.  There is no remaining availability under the Term Loan.  Borrowings and repayments are presented on a gross basis within the Company’s condensed consolidated statements of cash flows.

 

Certain domestic subsidiaries of the Company unconditionally guarantee all indebtedness and obligations related to borrowings under the Credit Agreement.  The Company’s obligations under the Credit Agreement are unsecured.

 

The Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type.  As a result of an amendment signed in February 2017, the Company is permitted to pay annual dividends of up to $14 million, so long as the sum of availability under the Credit Agreement and the amount of U.S. cash on hand is at least $50 million.  In addition, the Credit Agreement includes limitations on the Company and its subsidiaries with respect to indebtedness, additional liens, disposition of assets or subsidiaries, and transactions with affiliates.  The Company must comply with certain financial covenants including a minimum interest coverage ratio and a maximum leverage ratio as defined within the Credit Agreement.  The Company was in compliance with all such covenants as of June 30, 2017. 

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The Credit Agreement also provides for customary events of default, including failure to pay principal or interest when due, breach of representations and warranties, certain insolvency or receivership events affecting the Company and its subsidiaries and a change in control of the Company.  If an event of default occurs, the lenders would be under no further obligation to make loans or issue letters of credit.  Upon the occurrence of certain events of default, all outstanding obligations of the Company automatically would become immediately due and payable, and other events of default would allow the agent to declare all or any portion of the outstanding obligations of the Company to be immediately due and payable.

 

Japanese Credit Agreement

 

On March 24, 2016, Calgon Carbon Japan (CCJ) entered into a 2.0 billion Japanese Yen unsecured revolving loan facility agreement (Japanese Credit Agreement) which expires on March 24, 2019.  As of June 30, 2017, CCJ had 250 million Japanese Yen, or $2.2 million outstanding, while no amounts were outstanding as of December 31, 2016.  Borrowings and repayments are presented on a gross basis within the Company’s condensed consolidated statements of cash flows.

 

A quarterly nonrefundable commitment fee is payable by CCJ based on the unused availability under the Japanese Credit Agreement and was equal to 0.23% as of June 30, 2017.  Total availability under the Japanese Credit Agreement was 1.75 billion Japanese Yen or $15.6 million as of June 30, 2017, while the availability was 2.0 billion Japanese Yen, or $17.1 million as of December 31, 2016.  The Japanese Credit Agreement bears interest based on the Tokyo Interbank Offered Rate of interest, plus an applicable margin based on the Company’s leverage ratio as defined in the U.S. Credit Agreement, which averaged 1.80% per annum as of June 30, 2017.  The Company is jointly and severally liable as the guarantor of CCJ’s obligations under the Japanese Credit Agreement.  CCJ may make voluntary prepayments of principal and interest after providing prior written notice and before the full amount then outstanding is due and payable on the March 24, 2019 expiration date.

 

Other Credit Facilities

 

The Company also maintains smaller credit facilities denominated in the local currencies of the various countries in which it operates.  These facilities totaled approximately $6 million as of June 30, 2017 and December 31, 2016.  There are no financial covenants related to these facilities and the Company had no outstanding borrowings under them as of either June 30, 2017 or December 31, 2016.  Bank guarantees totaling $4.1 million and $3.5 million were issued as of June 30, 2017 and December 31, 2016, respectively.  In addition, the Company had surety bonds outstanding of $1.1 million as of both June 30, 2017 and December 31, 2016.

 

6.    Pensions

 

The following table provides the components of net periodic pension cost of the plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Plans

 

European Plans

 

 

 

 

Three Months Ended  June 30,

 

Six Months Ended   June 30,

 

Three Months Ended  June 30,

 

Six Months Ended June 30,

 

 

 

    

2017

    

2016

    

2017

    

2016

    

2017

    

2016

    

2017

    

2016

 

 

Service cost

 

$

218

 

$

220

 

$

480

 

$

478

 

$

126

 

$

94

 

$

248

 

$

186

 

 

Interest cost

 

 

1,096

 

 

1,127

 

 

2,206

 

 

2,297

 

 

238

 

 

300

 

 

468

 

 

597

 

 

Expected return on assets

 

 

(1,474)

 

 

(1,507)

 

 

(2,947)

 

 

(3,017)

 

 

(325)

 

 

(377)

 

 

(639)

 

 

(752)

 

 

Amortization of prior service credit

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(2)

 

 

 —

 

 

(4)

 

 

 —

 

 

Net actuarial loss amortization

 

 

748

 

 

720

 

 

1,494

 

 

1,504

 

 

110

 

 

59

 

 

217

 

 

117

 

 

Settlement

 

 

 —

 

 

680

 

 

 —

 

 

680

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

Net periodic pension cost

 

$

588

 

$

1,240

 

$

1,233

 

$

1,942

 

$

147

 

$

76

 

$

290

 

$

148

 

 

 

Multi-Employer Plan

 

The Company also participates in a multi-employer plan in Europe which almost entirely relates to former employees of operations it has divested.  Benefits are distributed by the multi-employer plan.  The multi-employer plan reduced benefits to entitled parties, and the local Labor Court concluded that an employer was required to compensate its

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pensioners for the shortfall if benefits had been reduced.  As a result, the Company has a liability for the past shortfall to its former employees, including a cost of living adjustment on the amounts paid by the multi-employer plan.  As of June 30, 2017 and December 31, 2016, the Company had a $1.1 million and a $0.9 million liability recorded as a component of payroll and benefits payable within its condensed consolidated balance sheets for the past shortfall adjustments to its former employees, respectively.  The Company cannot predict if future benefit payments to entitled parties to be made by the multi-employer plan will continue to be reduced.

 

7.    Stockholders’ Equity

 

In December 2013, the Company’s Board of Directors approved a share repurchase program with a total of $150 million of purchases authorized.  In April 2016, the Company suspended the activities of the share repurchase program.  During the six months ended June  30, 2016, the Company repurchased 518,576 shares, at an average price of $15.81 per share.  The repurchases were funded from operating cash flows, cash on hand, and borrowings and the shares are held as treasury stock.  The Company’s remaining authorization to repurchase its common stock is approximately $64.1 million.

 

8.    Accumulated Other Comprehensive Income (Loss)

 

The changes in the components of accumulated other comprehensive income (loss), net of tax, are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Foreign

 

Defined

 

 

 

 

Accumulated

 

 

 

Currency

 

Benefit

 

 

 

 

Other

 

 

 

Translation

 

Pension Plan

 

 

 

 

Comprehensive

 

                                                                                                                                    

    

Adjustments

    

Adjustments

    

Derivatives

    

Income (Loss)

 

Balance as of December 31, 2016, net of tax

 

$

(22,026)

 

$

(32,373)

 

$

800

 

$

(53,599)

 

Other comprehensive income (loss) before reclassifications

 

 

11,891

 

 

(494)

 

 

(1,216)

 

 

10,181

 

Amounts reclassified from other comprehensive income (loss)

 

 

 —

 

 

1,086

 

 

(52)

 

 

1,034

 

Net current period other comprehensive income (loss)

 

 

11,891

 

 

592