GRAFTECH INTERNATIONAL LTD, 10-Q filed on 5/1/2019
Quarterly Report
v3.19.1
Document And Entity Information - shares
3 Months Ended
Mar. 31, 2019
Apr. 15, 2019
Document And Entity Information [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Entity Current Reporting Status Yes  
Document Period End Date Mar. 31, 2019  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q1  
Entity Registrant Name GrafTech International LTD.  
Entity Central Index Key 0000931148  
Current Fiscal Year End Date --12-31  
Entity Filer Category Non-accelerated Filer  
Entity Common Stock, Shares Outstanding   290,537,612
Entity Small Business false  
Entity Emerging Growth Company false  
v3.19.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
ASSETS    
Cash and cash equivalents $ 42,289 $ 49,880
Accounts and notes receivable, net of allowance for doubtful accounts of $1,036 as of March 31, 2019 and $1,129 as of December 31, 2018 278,410 248,286
Inventories 299,794 293,717
Prepaid expenses and other current assets 50,594 46,168
Total current assets 671,087 638,051
Property, plant and equipment 692,186 688,842
Less: accumulated depreciation 185,121 175,137
Net property, plant and equipment 507,065 513,705
Deferred income taxes 58,760 71,707
Goodwill 171,117 171,117
Other assets 121,670 110,911
Total assets 1,529,699 1,505,491
LIABILITIES AND STOCKHOLDERS' EQUITY    
Accounts payable 85,219 88,097
Short-term debt 15,492 106,323
Accrued income and other taxes 47,700 82,255
Other accrued liabilities 42,827 50,452
Related party payable - tax receivable agreement 23,852 0
Total current liabilities 215,090 327,127
Long-term debt 2,017,716 2,050,311
Other long-term obligations 69,471 72,519
Deferred income taxes 46,415 45,825
Related party payable - tax receivable agreement 62,625 86,478
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, 290,537,612 shares issued and outstanding as of March 31, 2019 and December 31, 2018 2,905 2,905
Additional paid-in capital 819,915 819,622
Accumulated other comprehensive income (loss) 16,318 (5,800)
Accumulated deficit (1,720,756) (1,893,496)
Total stockholders’ (deficit) equity (881,618) (1,076,769)
Total liabilities and stockholders’ equity $ 1,529,699 $ 1,505,491
v3.19.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Statement of Financial Position [Abstract]      
Accounts and notes receivable, net of allowance for doubtful accounts $ 1,036 $ 1,129  
Preferred stock, par value     $ 0.01
Preferred stock, shares authorized     300,000,000
Preferred stock, shares issued     0
Common stock, par value     $ 0.01
Common stock, shares authorized     3,000,000,000
Common stock, shares issued 290,537,612 290,537,612  
v3.19.1
Consolidated Statements Of Operations And Comprehensive Loss - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Statement of Comprehensive Income [Abstract]    
Net sales $ 474,994 $ 451,899
Cost of sales 195,524 145,149
Gross profit 279,470 306,750
Research and development 637 429
Selling and administrative expenses 15,226 15,876
Operating loss 263,607 290,445
Other expense (income), net 467 2,005
Interest expense 33,700 37,865
Interest income (414) (115)
Loss from continuing operations before provision for income taxes 229,854 250,690
Provision for (benefit from) income taxes 32,418 28,643
Net income from continuing operations 197,436 222,047
(Loss) income from discontinued operations, net of tax 0 1,626
Net loss $ 197,436 $ 223,673
Net income (loss) per share (usd per share) $ 0.68 $ 0.74
Income (Loss) from Continuing Operations, Per Basic Share $ 0.68 $ 0.73
Weighted Average Number of Shares Outstanding, Basic (shares) 290,559,025 302,225,923
Income (loss) from continuing operations per common share (usd per share) $ 0.68 $ 0.74
Income (Loss) from Continuing Operations, Per Diluted Share $ 0.68 $ 0.73
Weighted average common shares outstanding (shares) 290,566,163 302,225,923
Other comprehensive income:    
Net income $ 197,436 $ 223,673
Foreign currency translation adjustments (3,539) 5,040
Commodities and foreign currency derivatives and other, net of tax of $10, $13 and $(12), respectively 25,657 (6,113)
Other comprehensive (loss) income, net of tax 22,118 (1,073)
Comprehensive loss $ 219,554 $ 222,600
v3.19.1
Consolidated Statements Of Operations And Comprehensive Loss (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Income Statement [Abstract]    
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax $ (6,903) $ 0
v3.19.1
Consolidated Statements Of Cash Flows - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Cash flow from operating activities:    
Net income $ 197,436 $ 223,673
Adjustments to reconcile net income to cash provided by operations:    
Depreciation and amortization 15,585 16,328
Deferred income tax (benefit)/provision 6,427 19,791
Loss on extinguishment of debt 0 23,827
Interest expense 1,588 1,129
Other charges, net 3,268 2,574
Net change in working capital (71,443) (150,527)
Change in long-term assets and liabilities 3,956 3,758
Net cash provided by operating activities 156,817 140,553
Cash flow from investing activities:    
Capital expenditures (14,569) (14,025)
Proceeds from the sale of assets 74 736
Net cash used in investing activities (14,495) (13,289)
Cash flow from financing activities:    
Short-term debt, net 0 (12,536)
Revolving Facility reductions 0 (45,692)
Debt issuance costs 0 (20,090)
Proceeds from the issuance of long-term debt, net of original issuance discount 0 1,492,500
Repayment of Senior Notes 0 (304,782)
Principal repayments on long-term debt (125,000) 0
Dividends paid to non-related-party 5,194 0
Net cash used in financing activities (149,696) (2,600)
Dividends paid to related-party (19,502) (1,112,000)
Net change in cash and cash equivalents (7,374) 124,664
Effect of exchange rate changes on cash and cash equivalents (217) 344
Cash and cash equivalents at beginning of period 49,880 13,365
Cash and cash equivalents at end of period 42,289 138,373
Net change in working capital due to changes in the following components:    
Accounts and notes receivable, net (31,389) (132,794)
Inventories (4,705) (28,679)
Prepaid expenses and other current assets 7,425 10,754
Income taxes payable (38,333) 6,533
Accounts payable and accruals (5,305) (8,227)
Interest payable 864 1,886
Net change in working capital $ (71,443) $ (150,527)
v3.19.1
Consolidated Statements of Stockholders Equity Statement - USD ($)
$ in Thousands
Total
Affiliated Entity
Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Income(Loss)
Retained Earnings (Accumulated Deficit)
Retained Earnings (Accumulated Deficit)
Affiliated Entity
Beginning balance at Dec. 31, 2017 $ 613,215   $ 3,022 $ 851,315 $ 20,289 $ (261,411)  
Beginning balance (shares) at Dec. 31, 2017     302,225,923        
Comprehensive income (loss):              
Net income 223,673            
Foreign currency translation adjustments 5,040            
Other comprehensive (loss) income, net of tax (1,073)            
Ending balance at Mar. 31, 2018 (276,185)   $ 3,022 851,315 19,216 (1,149,738)  
Ending balance (shares) at Mar. 31, 2018     302,225,923        
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            
Commodity and foreign currency derivatives income, net of tax 27,113       27,113    
Commodity and foreign currency derivatives reclassification adjustments, net of tax (1,456)       (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 (5,194) $ (19,502)       (5,194) $ (19,502)
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        
v3.19.1
Consolidated Statements of Stockholders Equity (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Commodity and foreign currency derivatives income, tax $ (7,295) $ 0
Commodity and foreign currency derivatives reclassification adjustments, tax $ 392  
Common stock dividend declared (usd per share) $ 0.085  
Affiliated Entity    
Common stock dividend declared (usd per share) $ 0.085 $ 3.68
v3.19.1
Organization And Summary Of Significant Accounting Policies
3 Months Ended
Mar. 31, 2019
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 ("EAF") steel and other ferrous and non-ferrous metals. References herein to “we,” “our,” or “us” refer collectively to GrafTech International Ltd. and its subsidiaries. On August 15, 2015, we became an indirect wholly owned subsidiary of Brookfield Asset Management Inc. (together with its affiliates, “Brookfield”) through a tender offer to our former stockholders and subsequent merger transaction. On April 23, 2018, the Company completed its initial public offering ("IPO").
The Company’s only reportable segment, Industrial Materials, is comprised of our two major product categories: graphite electrodes and petroleum needle coke products. Needle coke is the key raw material used in the production of graphite electrodes. The Company's vision is to provide highly engineered graphite electrode services, solutions and products to EAF 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, 2018 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, 2018 ("Annual Report on Form 10-K") filed on February 22, 2019 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 filed on February 22, 2019.
The unaudited condensed consolidated financial statements reflect all adjustments (all of which are of a normal, recurring nature) which management considers necessary for a fair statement of financial position, results of operations, comprehensive income and cash flows for the interim periods presented. The results for the interim periods are not necessarily indicative of results which may be expected for any other interim period or for the full year.
Earnings per share
The calculation of basic earnings per share is based on the number of common shares outstanding after giving effect to the stock split effected on April 12, 2018 and the common stock repurchase on August 13, 2018. Diluted earnings per share recognizes the dilution that would occur if stock options, deferred stock units or restricted stock units were exercised or converted into common shares. See Note 13 "Earnings Per Share".
C. New Accounting Standards
Recently Adopted Accounting Standards
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Under this new guidance, a company will now recognize most leases on its balance sheet as lease liabilities with corresponding right-of-use assets. This ASU is effective for fiscal years beginning after December 15, 2018.  The Company adopted ASU No. 2016-02 on January 1, 2019. The adoption impact was not material to our financial position, results of operations or cash flows. See Note 3 "Leases" for information regarding this standard and its adoption.
Accounting Standards Not Yet Adopted
In January 2017, the FASB issued ASU No. 2017‑04, Intangibles‑Goodwill and Other (Topic 350). This guidance was issued to simplify the accounting for goodwill impairment. The guidance removes the second step of the goodwill impairment test, which requires that a hypothetical purchase price allocation be performed to determine the amount of impairment, if any. Under this new guidance, a goodwill impairment charge will be based on the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance will become effective on a prospective basis for the Company on January 1, 2020 with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.
v3.19.1
Revenue From Contracts with Customers
3 Months Ended
Mar. 31, 2019
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 months ended March 31, 2019 and 2018:
 
For the Three
Months Ended
March 31, 2019
 
For the Three
Months Ended
March 31, 2018
 
(Dollars in thousands)
Graphite Electrodes - Three-to-five-year take-or-pay contracts
$
396,040

 
$
272,201

Graphite Electrodes - Short-term agreements and spot sales
47,296

 
143,710

By-products and other
31,658

 
35,988

Total Revenues
$
474,994

 
$
451,899


Effective the first quarter of 2019, the Graphite Electrodes revenue categories include only graphite electrodes manufactured by GrafTech. The revenue category “By-products and Other” now includes re-sales of low-grade electrodes purchased from third party suppliers, which represent a minimal contribution to our profitability. For comparability purposes, the prior period has been recast to conform to this presentation.
Contract Balances
Receivables, net of allowances for doubtful accounts, were $278.4 million as of March 31, 2019 and $248.3 million as of December 31, 2018. Accounts receivables are recorded when the right to consideration becomes unconditional. Payment terms on invoices range from 30 to 120 days depending on the customary business practices of the jurisdictions in which we do business.
Certain short-term and longer-term sales contracts require up-front payments prior to the Company’s 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, deferred revenue originates 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.
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, 2018
$
5,380

 
$
7,716

Revenue recognized that was included in the deferred revenue balance
   at the beginning of the period
(1,424
)
 

Increases due to cash received, excluding amounts recognized as revenue during the period
297

 

Foreign currency impact
$
4

 
(17
)
Balance as of March 31, 2019
$
4,257

 
$
7,699

Transaction Price Allocated to the Remaining Performance Obligations
The following table presents estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands). The estimated revenues do not include contracts with original duration of one year or less.
 
Three-to-five-year take-or-pay contracts
 
(dollars in thousands)

Remainder of 2019
1,066,322

2020
1,392,966

2021
1,237,952

2022
1,172,028

Thereafter
29,461

Total
$
4,898,729


In addition to the expected remaining revenue to be recognized with the longer-term sales contracts, the Company recorded $396.0 million of revenue pursuant to these contracts in the three months ended March 31, 2019.
v3.19.1
Leases
3 Months Ended
Mar. 31, 2019
Leases [Abstract]  
Leases
Leases
We lease certain transportation and mobile manufacturing equipment such as railcars and forklifts, as well as real estate.
The company adopted ASU 2016-02 "Leases: (Topic 842) ("ASC 842") on January 1, 2019. ASC 842 requires that all leases, financing and operating, be included on the balance sheet. The Company adopted ASC 842 using the modified retrospective approach under which prior periods’ financial statements are not restated and a cumulative-effect adjustment to retained earnings at the beginning of the period of adoption is recorded, if applicable. The Company elected to adopt the transition package of practical expedients for lease identification, classification, initial direct costs and hindsight. At the adoption of ASC 842 on January 1, 2019, the Company recognized right-of-use (“RoU”) assets and corresponding operating lease liabilities of $7.5 million, with no cumulative-effect adjustment to retained earnings.
We determine if an arrangement is a lease at lease inception. When an arrangement contains a lease, we then determine if it meets any of the criteria for a financing lease. Leases with a term of 12 months or less are not recorded on the balance sheet.
RoU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. RoU assets and lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term.
In order to compute the lease liability, when the rate implicit in the lease is not readily determinable, we discount the lease payments using our estimated incremental borrowing rate for secured fixed rate debt over the same term, derived from information available at the lease commencement date. Our lease term includes the option to extend the lease when it is reasonably certain that we will exercise that option.    
The Company has elected to account for the lease and non-lease components as a single lease component, except for leases of warehouse space where they will be accounted for separately. Leases may include variable lease and variable non-lease components costs which are accounted for as variable lease expense in the income statement.


Components of lease expense are as follows:
 
 
For the Three Months Ended March 31, 2019
 
 
(Dollars in thousands)
Operating lease cost
 
1,032

Short-term lease cost
 
4

Variable lease cost
 
52

Total lease cost
 
$
1,088


Supplemental cash-flow information is as follows:
 
 
For the Three Months Ended March 31, 2019
 
 
(Dollars in thousands)
RoU assets obtained in exchange for new operating lease liabilities (non-cash)
 
832

Operating (use of cash) from operating leases
 
(1,032
)

Supplemental balance sheet information related to leases are as follows:
 
 
As of
March 31, 2019
 
 
(Dollars in thousands)
Operating RoU Assets*
 
$
7,370

*Amount included in Other assets
 
 
 
 
 
Current operating lease liabilities
 
3,701

Non-current operating lease liabilities
 
3,660

Total operating lease liabilities**
 
$
7,361

**Amounts included in other accrued liabilities assets and other long-term obligations
 
 
 
 
 
Weighted average remaining lease term (in years)
 
2.78

Weighted average discount rate - operating leases
 
5.62
%

As of March 31, 2019, lease commitments under non-cancelable operating leases extending for one year or more will require the following future payments:
 
 
(Dollars in thousands)
Remainder of 2019
 
$
2,813

2020
 
2,832

2021
 
1,442

2022
 
313

2023
 
269

2024 and thereafter
 
366

Total lease payments
 
$
8,035

Less: Imputed interest
 
(674
)
Present value of lease payments
 
7,361

Less: Current operating lease liability
 
(3,701
)
Non-current operating lease liability
 
$
3,660


As of March 31, 2019, we have entered into an additional operating lease commitment of approximately $0.3 million for a real estate lease to commence in the second quarter 2019 with a term of five years.
Disclosure related to periods prior to adoption of the new lease standard
As of December 31,2018, lease commitments under non-cancelable operating leases required the following future payments:
 
(Dollars in thousands)
2019
$
4,474

2020
2,747

2021
1,497

2022
334

2023
269

2024 and thereafter
343

Total lease payments
$
9,664


Total lease expenses under non-cancelable operating leases approximated $4.9 million in 2018.
v3.19.1
Benefit Plans
3 Months Ended
Mar. 31, 2019
Retirement Benefits [Abstract]  
Benefit Plans
Retirement Plans and Postretirement Benefits
The components of our consolidated net pension costs are set forth in the following table:
 
For the Three Months
Ended March 31,
 
2019
 
2018
 
(Dollars in thousands)
Service cost
$
575

 
$
498

Interest cost
1,316

 
1,241

Expected return on plan assets
(1,338
)
 
(1,502
)
Net cost
$
553

 
$
237


The components of our consolidated net postretirement costs are set forth in the following table: 
 
For the Three Months
Ended March 31,
 
2019
 
2018
 
(Dollars in thousands)
Interest cost
242

 
251

Net cost
$
242

 
$
251

v3.19.1
Goodwill And Other Intangible Assets
3 Months Ended
Mar. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill And Other Intangible Assets
Goodwill and Other Intangible Assets
We are required to review goodwill and indefinite-lived intangible assets annually for impairment. Goodwill impairment is tested at the graphite electrodes reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.
The following tables represent the changes in the carrying value of goodwill and intangibles for the three months ended March 31, 2019 which are reported in "Other Assets" on the balance sheets:
Goodwill
(Dollars in thousands)
Balance as of December 31, 2018
$
171,117

   Adjustments

Balance as of March 31, 2019
$
171,117


Intangible Assets
 
As of March 31, 2019
 
As of December 31, 2018
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
(Dollars in Thousands)
Trade name
$
22,500

 
$
(8,262
)
 
$
14,238

 
$
22,500

 
$
(7,721
)
 
$
14,779

Technological know-how
55,300

 
(24,964
)
 
30,336

 
55,300

 
(23,503
)
 
31,797

Customer–related
    intangible
64,500

 
(16,173
)
 
48,327

 
64,500

 
(15,070
)
 
49,430

Total finite-lived
    intangible assets
$
142,300

 
$
(49,399
)
 
$
92,901

 
$
142,300

 
$
(46,294
)
 
$
96,006


Amortization expense of acquired intangible assets was $3.1 million and $3.3 million in the three months ended March 31, 2019 and 2018, respectively. Estimated amortization expense will approximate $9.1 million in the remainder of 2019, $11.4 million in 2020, $10.7 million in 2021, $10.1 million in 2022 and $9.2 million in 2023.
v3.19.1
Debt And Liquidity
3 Months Ended
Mar. 31, 2019
Long-term Debt and Capital Lease Obligations [Abstract]  
Debt And Liquidity
Debt and Liquidity
The following table presents our long-term debt: 
 
As of
March 31, 2019
 
As of
December 31, 2018
 
(Dollars in thousands)
2018 Credit Facility (2018 Term Loan and 2018 Revolving Facility)
2,032,463

 
2,155,883

Other Debt
745

 
751

Total debt
2,033,208

 
2,156,634

Less: Short-term debt
(15,492
)
 
(106,323
)
Long-term debt
$
2,017,716

 
$
2,050,311


On February 13, 2019, we repaid $125 million on our 2018 Term Loan Facility, which satisfied the majority of our current obligations relative to the minimum quarterly installments.
The fair value of debt approximated the book value of $2,033.2 million as of March 31, 2019.
Senior Notes and Old Credit Agreement
As of December 31, 2017, the Company had $300 million of principal amount of 6.375% Senior Notes due 2020 (the "Senior Notes"). The Senior Notes were scheduled to mature on November 15, 2020.
Additionally, as of December 31, 2017, the Company was party to the Amended and Restated Credit Agreement ("Old Credit Agreement") which consisted of the Old Revolving Facility and the Old Term Loan Facility. As of December 31, 2017, the Company had $39.5 million of borrowings on the Old Revolving Facility and $8.7 million of letters of credit drawn against the Old Credit Facility. The balance of the Old Term Loan Facility was $18.7 million as of December 31, 2017.
As described below, the outstanding indebtedness under the Senior Notes, Old Revolving Credit Facility and the Old Term Loan was repaid as of February 12, 2018 and all commitments thereunder have been terminated.
Refinancing
On February 12, 2018, the Company entered into a credit agreement (the “2018 Credit Agreement”) among the Company, GrafTech Finance Inc., a Delaware corporation and a wholly owned subsidiary of GrafTech (“Finance”), GrafTech Switzerland SA, a Swiss corporation and a wholly owned subsidiary of GrafTech (“Swissco”), GrafTech Luxembourg II S.à.r.l., a Luxembourg société à responsabilité limitée and a wholly owned subsidiary of GrafTech (“Luxembourg Holdco” and, together with Finance and Swissco, the “Co‑Borrowers”), the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A. as administrative agent and as collateral agent, which provides for (i) a $1,500 million senior secured term facility (the “2018 Term Loan Facility”) and (ii) a $250 million senior secured revolving credit facility (the “2018 Revolving Credit Facility” and, together with the 2018 Term Loan Facility, the “Senior Secured Credit Facilities”), which may be used from time to time for revolving credit borrowings denominated in dollars or Euro, the issuance of one or more letters of credit denominated in dollars, Euro, Pounds Sterling or Swiss Francs and one or more swing line loans denominated in dollars. Finance is the sole borrower under the 2018 Term Loan Facility while Finance, Swissco and Lux Holdco are Co‑Borrowers under the 2018 Revolving Credit Facility. On February 12, 2018, Finance borrowed $1,500 million under the 2018 Term Loan Facility (the "2018 Term Loans"). The 2018 Term Loans mature on February 12, 2025. The maturity date for the 2018 Revolving Credit Facility is February 12, 2023.
The proceeds of the 2018 Term Loans were used to (i) repay in full all outstanding indebtedness of the Co‑Borrowers under the Old Credit Agreement and terminate all commitments thereunder, (ii) redeem in full the Senior Notes at a redemption price of 101.594% of the principal amount thereof plus accrued and unpaid interest to the date of redemption, (iii) pay fees and expenses incurred in connection with (i) and (ii) above and the Senior Secured Credit Facilities and related expenses, and (iv) declare and pay a dividend to the sole pre-IPO stockholder, with any remainder to be used for general corporate purposes. See Note 8 "Interest Expense" for a breakdown of expenses associated with these repayments. In connection with the repayment of the Old Credit Agreement and redemption of the Senior Notes, all guarantees of obligations under the Old Credit Agreement, the Senior Notes and related indenture were terminated, all mortgages and other security interests securing obligations under the Old Credit Agreement were released and the Old Credit Agreement and the indenture were terminated.
Borrowings under the 2018 Term Loan Facility bear interest, at Finance’s option, at a rate equal to either (i) the Adjusted LIBO Rate (as defined in the 2018 Credit Agreement), plus an applicable margin initially equal to 3.50% per annum or (ii) the ABR Rate (as defined in the 2018 Credit Agreement), plus an applicable margin initially equal to 2.50% per annum, in each case with one step down of 25 basis points based on achievement of certain public ratings of the 2018 Term Loans.
Borrowings under the 2018 Revolving Credit Facility bear interest, at the applicable Co‑Borrower’s option, at a rate equal to either (i) the Adjusted LIBO Rate, plus an applicable margin initially equal to 3.75% per annum or (ii) the ABR Rate, plus an applicable margin initially equal to 2.75% per annum, in each case with two 25 basis point step downs based on achievement of certain senior secured first lien net leverage ratios. In addition, the Co‑Borrowers will be required to pay a quarterly commitment fee on the unused commitments under the 2018 Revolving Credit Facility in an amount equal to 0.25% per annum.
All obligations under the 2018 Credit Agreement are guaranteed by GrafTech, Finance and each domestic subsidiary of GrafTech, subject to certain customary exceptions, and all obligations under the 2018 Credit Agreement of each foreign subsidiary of GrafTech that is a Controlled Foreign Corporation (within the meaning of Section 956 of the Internal Revenue Code of 1986, as amended from time to time (the "Code")) are guaranteed by GrafTech Luxembourg I S.à.r.l., a Luxembourg société à responsabilité limitée and an indirect wholly owned subsidiary of GrafTech ("Luxembourg Parent"), Luxembourg Holdco and Swissco (collectively, the "Guarantors").
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 secured, subject to certain exceptions and Excluded Assets (as defined in the 2018 Credit Agreement), by: (i) a pledge of all of the equity securities of Finance and each domestic Guarantor (other than GrafTech) and of each other direct, wholly owned domestic subsidiary of GrafTech and any Guarantor, (ii) a pledge on no more than 65% of the equity interests of each subsidiary that is a Controlled Foreign Corporation (within the meaning of Section 956 of the Code), and (iii) security interests in, and mortgages on, personal property and material real property of Finance and each domestic Guarantor, subject to permitted liens and certain exceptions specified in the 2018 Credit Agreement. The obligations of each foreign subsidiary of GrafTech that is a Controlled Foreign Corporation under the Revolving Credit Facility are secured by (i) a pledge of all of the equity securities of each Guarantor that is a Controlled Foreign Corporation and of each direct, wholly owned subsidiary of any Guarantor that is a Controlled Foreign Corporation, and (ii) security interests in certain receivables and personal property of each Guarantor that is a Controlled Foreign Corporation, subject to permitted liens and certain exceptions specified in the 2018 Credit Agreement.
The 2018 Term Loans amortize at a rate equal to 5% per annum of the original principal amount of the 2018 Term Loans payable in equal quarterly installments, with the remainder due at maturity. The Co‑Borrowers are permitted to make voluntary prepayments at any time without premium or penalty, except in the case of prepayments made in connection with certain repricing transactions with respect to the 2018 Term Loans effected within twelve months of the closing date of the 2018 Credit Agreement, to which a 1.00% prepayment premium applies. Finance is required to make prepayments under the 2018 Term Loans (without payment of a premium) with (i) net cash proceeds from non‑ordinary course asset sales (subject to customary reinvestment rights and other customary exceptions and exclusions), and (ii) commencing with the Company’s fiscal year ending December 31, 2019, 75% of Excess Cash Flow (as defined in the 2018 Credit Agreement), subject to step‑downs to 50% and 0% of Excess Cash Flow based on achievement of a senior secured first lien net leverage ratio greater than 1.25 to 1.00 but less than or equal to 1.75 to 1.00 and less than or equal to 1.25 to 1.00, respectively. Scheduled quarterly amortization payments of the 2018 Term Loans during any calendar year reduce, on a dollar‑for‑dollar basis, the amount of the required Excess Cash Flow prepayment for such calendar year, and the aggregate amount of Excess Cash Flow prepayments for any calendar year reduce subsequent quarterly amortization payments of the 2018 Term Loans as directed by Finance.
The 2018 Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to GrafTech and restricted subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, fundamental changes, dispositions, and dividends and other distributions. The 2018 Credit Agreement contains a financial covenant that requires GrafTech to maintain a senior secured first lien net leverage ratio not greater than 4.00:1.00 when the aggregate principal amount of borrowings under the 2018 Revolving Credit Facility and outstanding letters of credit issued under the 2018 Revolving Credit Facility (except for undrawn letters of credit in an aggregate amount equal to or less than $35 million), taken together, exceed 35% of the total amount of commitments under the 2018 Revolving Credit Facility. The 2018 Credit Agreement also contains customary events of default.
Brookfield Promissory Note
On April 19, 2018, we declared a dividend in the form of a $750 million promissory note (the “Brookfield Promissory Note”) to the sole pre-IPO stockholder. The $750 million Brookfield Promissory Note was conditioned upon (i) the Senior Secured First Lien Net Leverage Ratio (as defined in the 2018 Credit Agreement), as calculated based on our final financial results for the first quarter of 2018, being equal to or less than 1.75 to 1.00, (ii) no Default or Event of Default (each as defined in the 2018 Credit Agreement) having occurred and continuing or that would result from the $750 million Brookfield Promissory Note and (iii) the satisfaction of the conditions occurring within 60 days from the dividend record date. Upon publication of our first quarter report on Form 10-Q, these conditions were met and, as a result, the Brookfield Promissory Note became payable.
The Brookfield Promissory Note had a maturity of eight years from the date of issuance and bore interest at a rate equal to the Adjusted LIBO Rate (as defined in the Brookfield Promissory Note) plus an applicable margin equal to 4.50% per annum, with an additional 2.00% per annum starting from the third anniversary from the date of issuance. We were permitted to make voluntary prepayments at any time without premium or penalty. All obligations under the Brookfield Promissory Note were unsecured and guaranteed by all of our existing and future domestic wholly owned subsidiaries that guarantee, or are borrowers under, the Senior Secured Credit Facilities. No funds were lent or otherwise contributed to us by the pre-IPO stockholder in connection with the Brookfield Promissory Note. As a result, we received no consideration in connection with its issuance. As described below, the Promissory Note was repaid in full on June 15, 2018.
First Amendment to 2018 Credit Agreement
On June 15, 2018, the Company entered into a first amendment (the “First Amendment”) to its 2018 Credit Agreement. The First Amendment amended the 2018 Credit Agreement to provide for an additional $750 million in aggregate principal amount of incremental term loans (the “Incremental Term Loans”) to Finance. The Incremental Term Loans increased the aggregate principal amount of term loans incurred by Finance under the 2018 Credit Agreement from $1,500 million to $2,250 million. The Incremental Term Loans have the same terms as those applicable to the 2018 Term Loans, including interest rate, payment and prepayment terms, representations and warranties and covenants. The Incremental Term Loans mature on February 12, 2025, the same date as the 2018 Term Loans. GrafTech paid an upfront fee of 1.00% of the aggregate principal amount of the Incremental Term Loans on the effective date of the First Amendment.
The proceeds of the Incremental Term Loans were used to repay, in full, the $750 million of principal outstanding on the Brookfield Promissory Note.
v3.19.1
Inventories
3 Months Ended
Mar. 31, 2019
Inventory Disclosure [Abstract]  
Inventories
Inventories
Inventories are comprised of the following: 
 
As of
March 31, 2019
 
As of
December 31, 2018
 
(Dollars in thousands)
Inventories:
 
 
 
Raw materials
$
97,951

 
$
99,935

Work in process
138,664

 
125,767

Finished goods
63,179

 
68,015

         Total
$
299,794

 
$
293,717

v3.19.1
Interest Expense
3 Months Ended
Mar. 31, 2019
Interest and Debt Expense [Abstract]  
Interest Expense
Interest Expense
The following tables present the components of interest expense: 
 
For the Three Months
Ended March 31,
 
2019
 
2018
 
(Dollars in thousands)
Interest incurred on debt
$
32,120

 
$
12,919

Senior Note redemption premium

 
4,782

Accretion of fair value adjustment on Senior Notes

 
19,414

Accretion of original issue discount on 2018 Term Loans
549

 
88

Amortization of debt issuance costs
1,031

 
662

Total interest expense
$
33,700

 
$
37,865


Interest Rates
The 2018 Credit Agreement had an effective interest rate of 6.00% as of March 31, 2019. The Old Revolving Facility and Old Term Loan Facility had an effective interest rate of 4.57% as of December 31, 2018 and the Senior Notes had a fixed interest rate of 6.375%, both of which were repaid on February 12, 2018 as part of our refinancing (see Note 6 "Debt and Liquidity").
As a result of our February 12, 2018 refinancing, we paid a prepayment premium for the redemption of our Senior Notes totaling $4.8 million. The accretion of the August 15, 2015 fair value adjustment to our Senior Notes totaling $19.4 million included accelerated accretion of $18.7 million for the three months ended March 31, 2018 resulting from the prepayment. Amortization of debt issuance costs included $0.3 million of accelerated amortization related to the refinancing.
v3.19.1
Contingencies
3 Months Ended
Mar. 31, 2019
Loss Contingency [Abstract]  
Contingencies
Contingencies
Legal Proceedings
We are involved in various investigations, lawsuits, claims, demands, environmental compliance programs and other legal proceedings arising out of or incidental to the conduct of our business. While it is not possible to determine the ultimate disposition of each of these matters, we do not believe that their ultimate disposition will have a material adverse effect on our financial position, results of operations or cash flows.
Litigation has been pending in Brazil brought by employees seeking to recover additional amounts and interest thereon under certain wage increase provisions applicable in 1989 and 1990 under collective bargaining agreements to which employers in the Bahia region of Brazil were a party (including our subsidiary in Brazil). Companies in Brazil have settled claims arising out of these provisions and, in May 2015, the litigation was remanded in favor of the employees, by the Brazilian Supreme Court to the lower courts for further proceedings which included procedural aspects of the case, such as admissibility of instruments filed by the parties. On October 1, 2015, an action was filed by current and former employees against our subsidiary in Brazil to recover amounts under such provisions, plus interest thereon, which amounts together with interest could be material to us. In the first quarter of 2017, the state court ruled in favor of the employees. We have appealed this ruling and intend to vigorously defend it. As of March 31, 2019, 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 three months ended March 31, 2019, are presented below: 
 
(Dollars in thousands)
Balance as of December 31, 2018
$
1,528

Product warranty accruals and adjustments
195

Settlements
(129
)
Balance as of March 31, 2019
$
1,594


Tax Receivable Agreement
On April 23, 2018, the Company entered into a tax receivable agreement (the "TRA") that provides Brookfield, as the sole pre-IPO stockholder, the right to receive future payments from us for 85% of the amount of cash savings, if any, in U.S. federal income tax and Swiss tax that we and our subsidiaries realize as a result of the utilization of certain tax assets attributable to periods prior to our IPO, including certain federal net operating losses ("NOLs"), previously taxed income under Section 959 of the Code, foreign tax credits, and certain NOLs in Swissco (collectively, the "Pre‑IPO Tax Assets"). In addition, we will pay interest on the payments we will make to Brookfield with respect to the amount of these cash savings from the due date (without extensions) of our tax return where we realize these savings to the payment date at a rate equal to LIBOR plus 1.00% per annum. The term of the TRA commenced on April 23, 2018 and will continue until there is no potential for any future tax benefit payments.
There was no liability recognized on the date we entered into the TRA as 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 and subsequent adjustment in the fourth quarter resulted in an $86.5 million liability related to the TRA as of December 31, 2018. In the first quarter of 2019, we reclassified $23.9 million to the current liability "Related party payable - tax receivable agreement" on the balance sheet, as we expect this portion to be settled within twelve months. $62.6 million of the liability remains as a long-term liability in "Related party payable - tax receivable agreement" on the balance sheet as of March 31, 2019.
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 personnel of the Company, to incentivize them to make decisions with a long-term view and to influence behavior in a way that is consistent with maximizing value for the 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 (or Profit Units) available under the plan. Awards of Profit Units generally vest in equal increments over a five-year period beginning on the first anniversary of the grant date and subject to continued employment with the Company through each vesting date. Any unvested Profit Units that have not been previously forfeited will accelerate and become fully vested upon a ‘‘Change in Control’’ (as defined below).
Profit Units will generally be settled in a lump sum payment within 30 days following a Change in Control based on the ‘‘Sales Proceeds’’ (as defined below) received by Brookfield Capital Partners IV, L.P. (or, together with its affiliates, Brookfield Capital IV) in connection with the Change in Control. The LTIP defines ‘‘Change in Control’’ as any transaction or series of transactions (including, without limitation, the consummation of a combination, share purchases, recapitalization, redemption, issuance of capital stock, consolidation, reorganization or otherwise) pursuant to which (a) a Person not affiliated with Brookfield Capital IV acquires securities representing more than seventy percent (70%) of the combined voting power of the outstanding voting securities of the Company or the entity surviving or resulting from such transaction, (b) following a public offering of the Company’s stock, Brookfield Capital IV has ceased to have a beneficial ownership interest in at least 30% of the Company’s outstanding voting securities (effective on the first of such date), or (c) the Company sells all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis. It is intended that the occurrence of a Change in Control in which Sales Proceeds exceed the Threshold Value would constitute a ‘‘substantial risk of forfeiture’’ within the meaning of Section 409A of the Code. The LTIP defines ‘‘Threshold Value’’ as, as of any date of determination, an amount equal to $855,000,000, (which represents the amount of the total invested capital of Brookfield Capital IV as of August 17, 2015), plus the dollar value of any cash or other consideration contributed to or invested in the Company by Brookfield Capital IV after August 17, 2015. The Threshold Value shall be determined by the Board 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 advisor costs), fees (including investment banking fees), commissions or discounts payable directly by Brookfield Capital IV in connection with, arising out of or relating to a Change in Control, as determined by the Board of Directors in its sole discretion.
Given the successful completion of the IPO in the second quarter, it is reasonably possible that a Change in Control, as defined above, may ultimately happen and that the awarded Profit Units will be subsequently paid out to the participants. Assuming 100% vesting of the awarded Profit Units and depending on Brookfield’s sales proceeds, the potential liability triggered by a Change in Control is estimated to be in the range of $65 million to $90 million. As of March 31, 2019, the awards are 60% vested.
v3.19.1
Income Taxes
3 Months Ended
Mar. 31, 2019
Income Tax Disclosure [Abstract]  
Income Taxes
Income Taxes
We compute and apply to ordinary income an estimated annual effective tax rate on a quarterly basis based on current and forecasted business levels and activities, including the mix of domestic and foreign results and enacted tax laws. The estimated annual effective tax rate is updated quarterly based on actual results and updated operating forecasts. Ordinary income refers to income (loss) before income tax expense excluding significant, unusual, or infrequently occurring items. The tax effect of an unusual or infrequently occurring item is recorded in the interim period in which it occurs as a discrete item of tax.
The following tables summarize the provision for income taxes for the three months ended March 31, 2019 and March 31, 2018:
 
For the Three Months
Ended March 31,
 
2019
 
2018
 
(Dollars in thousands)
 
 
Tax expense
$
32,418

 
$
28,643

Pretax income
229,854

 
250,690

Effective tax rates
14.1
%
 
11.4
%

The effective tax rate for the three months ended March 31, 2019 was 14.1%. This rate differs from the 2019 U.S. statutory rate of 21% primarily due to worldwide earnings from various countries taxed at different rates.
The effective tax rate for the three months ended March 31, 2018 was 11.4%. This rate differs from the U.S. statutory rate of 21% primarily due to worldwide earnings from various countries taxed at different rates. This difference was partially enhanced by a favorable impact from the partial release of a valuation allowance recorded against the deferred tax asset related to U.S. tax attributes as a result of the utilization of these attributes against the 2018 first quarter taxable income.
Tax expense increased from $28.6 million in the three months ended March 31, 2018 to $32.4 million in the three months ended March 31, 2019. This change is primarily related the partial release of the valuation allowance recorded in the three months ended March 31, 2018.
As of March 31, 2019, we had unrecognized tax benefits of $2.0 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.
Tax Cuts and Jobs Act
On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act ("Tax Act"), which significantly revised the U.S. corporate income tax system. These changes include a federal statutory rate reduction from 35% to 21%, the elimination or reduction of certain domestic deductions and credits and limitations on the deductibility of interest expense and executive compensation. The Tax Act also transitions international taxation from a worldwide system to a modified territorial system and includes base erosion prevention measures which have the effect of subjecting certain earnings of our foreign subsidiaries to U.S. taxation as global intangible low taxed income (or GILTI). In general, these changes were effective beginning in 2018. The Tax Act also included a one time mandatory deemed repatriation or transition tax on the accumulated previously untaxed foreign earnings of our foreign subsidiaries.
On August 1, 2018, the U.S. Department of Treasury and the U.S. Internal Revenue Service ("IRS") issued proposed regulations under code section 965 and on January 15, 2019, the IRS issued final 965 regulations. As of March 31, 2019, the tax impact of the final 965 regulations to the company’s financial statements was deemed to be immaterial. The Company continues to analyze the effects of the Tax Act and newly issued proposed regulations on its financial statements. The final impact of the Tax Act may differ from the amounts that have been recognized, possibly materially, due to, among other things, changes in the Company’s interpretation of the Tax Act, legislative or administrative actions to clarify the intent of the statutory language provided that differ from the Company’s current interpretation, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates utilized to calculate the impacts, including changes to current year earnings estimates and applicable foreign exchange rates.
The Company also continues to evaluate the impact of the GILTI provisions under the Tax Act which are complex and subject to continuing regulatory interpretation by the IRS. The Company is required to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). The Company’s accounting policy will be to treat taxes due on future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred.
v3.19.1
Derivative Instruments
3 Months Ended
Mar. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments
Derivative Instruments
We use derivative instruments as part of our overall foreign currency and commodity risk management strategies to manage the risk of exchange rate movements that would reduce the value of our foreign cash flows and to minimize commodity price volatility. Foreign currency exchange rate movements create a degree of risk by affecting the value of sales made and costs incurred in currencies other than the U.S. dollar.
Certain of our derivative contracts contain provisions that require us to provide collateral. Since the counterparties to these financial instruments are large commercial banks and similar financial institutions, we do not believe that we are exposed to material counterparty credit risk. We do not anticipate nonperformance by any of the counterparties to our instruments. Our derivative assets and liabilities are included within "Other long-term assets", "Prepaid expenses and other current assets", "Long-term liabilities" and "Other current liabilities" on the Condensed Consolidated Balance Sheets and effects of these derivatives are recorded in "Other comprehensive income", "Cost of sales" and "Other income (expense)" on the Condensed Consolidated Statements of Operations.
Foreign currency derivatives
We enter into foreign currency derivatives from time to time to attempt to manage exposure to changes in currency exchange rates. These foreign currency instruments, which include, but are not limited to, forward exchange contracts and purchased currency options, attempt to hedge global currency exposures such as foreign currency denominated debt, sales, receivables, payables, and purchases. 
We had no foreign currency cashflow hedges outstanding as of March 31, 2019 and December 31, 2018 and therefore, no unrealized gains or losses reported under accumulated other comprehensive income (loss).
As of March 31, 2019, we had outstanding Mexican peso, euro, Swiss franc, South African rand, British pound sterling, and Japanese yen currency contracts with an aggregate notional amount of $49.9 million. These foreign currency derivatives outstanding as of March 31, 2019 have maturities through October 31, 2019. As of December 31, 2018, we had outstanding Mexican peso, South African rand, euro, Swiss franc and Japanese yen currency contracts, with an aggregate notional amount of $19.6 million.
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 March 31, 2019 with notional amount of $130.2 million with maturities from April 2019 to June 2022. The outstanding commodity derivative contracts represented a pre tax net unrealized gain within "Other Comprehensive Income" of $20.5 million as of March 31, 2019. We had outstanding commodity derivative contracts as of December 31, 2018 with notional amount of $142.1 million representing a pre-tax net unrealized loss of $10.7 million.
Net Investment Hedges
We use certain intercompany debt to hedge a portion of our net investment in our foreign operations against currency exposure (net investment hedge). Intercompany debt denominated in foreign currency and designated as a non-derivative net investment hedging instrument was $9.5 million as of March 31, 2019 and December 31, 2018. Within the currency translation adjustment portion of "Other Comprehensive Income", we recorded no loss or gain as for the three months ended March 31, 2019 and a loss of $0.7 million in the three months ended March 31, 2018.
The fair value of all derivatives is recorded as assets or liabilities on a gross basis in our Condensed Consolidated Balance Sheets. As of March 31, 2019 and December 31, 2018, the fair value of our derivatives and their respective balance sheet locations are presented in the following table:
 
Asset Derivatives
 
Liability Derivatives
 
Location
 
Fair  Value
 
Location
 
Fair  Value
As of March 31, 2019
(Dollars in thousands)
Derivatives designated as cash flow hedges:
 
 
 
 
 
 
Commodity derivative contracts
Prepaid and other current assets
 
$
9,035

 
Other accrued liabilities
 
$
1

 
Other long-term assets
 
11,481

 
Other long-term obligations
 

Total fair value
 
 
$
20,516

 
 
 
$
1

 
 
 
 
 
 
 
 
As of December 31, 2018
 
Derivatives designated as cash flow hedges:
 
 
 
 
 
 
Commodity derivative contracts
Prepaid and other current assets
 
$
90

 
Other accrued liabilities
 
$
4,630

 
Other long-term assets
 
260

 
Other long-term obligations
 
6,393

Total fair value
 
 
$
350

 
 
 
$
11,023

    
 
Asset Derivatives
 
Liability Derivatives
 
Location
 
Fair  Value
 
Location
 
Fair  Value
As of March 31, 2019
(Dollars in Thousands)
Derivatives not designated as hedges:
 
 
 
 
 
 
Foreign currency derivatives
Prepaid and other current assets
 
$
67

 
Other current liabilities
 
$
80

 
 
 
 
 
 
 
 
As of December 31, 2018
 
 
 
 
 
 
 
Derivatives not designated as hedges:
 
 
 
 
 
 
Foreign currency derivatives
Prepaid and other current assets
 
$

 
Other current liabilities
 
$
43


The realized (gains) losses resulting from the settlement of commodity derivative contracts 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 March 31, 2019 and March 31, 2018, net realized pre-tax gains of $8.4 million and $0.6 million, respectively, were reported under AOCI and will be and were, respectively, released to earnings within the following 12 months. See table below for amounts recognized in the Statement of Operations.

The amount of pre-tax realized (gains) losses on commodity derivatives and on undesignated foreign currency derivatives recognized in the Statement of operations are as follows for the period ended March 31, 2019 and March 31, 2018:
 
 
 
 
Amount of (Gain)/Loss
Recognized
 
 
Location of (Gain)/Loss Recognized in the Consolidated Statement of Operations
 
For the Three Months Ended March 31,
 
 
 
2019
 
2018
Derivatives designated as cash flow hedges:
 
 
 
(Dollars in thousands)
Commodity contract hedges
 
Cost of sales
 
(1,848
)
 

 
 
 
 
 
 
 
Derivatives not designated as hedges:
 
 
 
 
 
 
Foreign currency derivatives
 
Cost of sales, Other (income)/expense
 
(677
)
 
118

v3.19.1
Accumulated Other Comprehensive Income (Loss)
3 Months Ended
Mar. 31, 2019
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
March 31, 2019
 
As of
December 31, 2018
 
(Dollars in thousands)
Foreign currency translation adjustments, net of tax
$
(6,461
)
 
$
(2,922
)
Commodities and foreign currency derivatives, net of tax
22,779

 
(2,878
)
Total accumulated comprehensive income (loss)
$
16,318

 
$
(5,800
)
v3.19.1
Earnings Per Share
3 Months Ended
Mar. 31, 2019
Earnings Per Share [Abstract]  
Earnings per Share
Earnings per Share
The following table shows the information used in the calculation of our basic and diluted earnings per share calculation as of March 31, 2019 and March 31, 2018.
 
For the Three Months
Ended March 31,
 
2019
 
2018
 
 
 
 
Weighted average common shares outstanding for basic calculation
290,559,025

 
302,225,923

Add: Effect of stock options, deferred stock units and restricted stock units
7,138

 

Weighted average common shares outstanding for diluted calculation
290,566,163

 
302,225,923


Basic earnings per common share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding, which includes 21,413 shares of participating securities. 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 981,330 equivalent shares in the three months ended March 31, 2019, as these shares are anti-dilutive.
v3.19.1
Stock Based Compensation (Notes)
3 Months Ended
Mar. 31, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock Based Compensation
Stock-Based Compensation

Our Board of Directors granted 157,000 stock options, 280 deferred stock units and 181,905 restricted stock units during the three months ended March 31, 2019 under our Omnibus Equity Incentive Plan.

Stock-based compensation expense was $0.3 million in the three months ended March 31, 2019, of which $0.2 million was recorded as "Selling and Administrative Expenses" in the Condensed Consolidated Statement of Operations. The remaining remainder was recorded in "Cost of Sales" and "Research and Development." There was no stock-based compensation expense recognized in the three months ended March 31, 2018.

As of March 31, 2019, unrecognized compensation cost related to non-vested stock options, deferred stock units and restricted stock units represents $8.3 million, which will be recognized over the remaining weighted average life of 4.4 years.

Stock Option, Deferred Stock Unit and Restricted Stock Unit awards activity under the Omnibus Equity Incentive Plan for the three months ended March 31, 2019 was as follows:
Stock options
 
Number
of Shares
 
Weighted-
Average
Exercise
Price
Outstanding unvested as of December 31, 2018
968,720

 
15.68

    Granted
157,000

 
13.64

    Forfeited
(24,670
)
 
15.00

Outstanding unvested as of March 31, 2019
1,101,050

 
15.40

Deferred Stock Unit and Restricted Stock Unit awards
 
Number
of Shares
 
Weighted-
Average
Grant Date
Fair Value
Outstanding unvested as of December 31, 2018
27,570

 
12.88

    Granted
182,185

 
13.36

    Vested
(143
)
 
12.79

Outstanding unvested as of March 31, 2019
209,612

 
13.38

v3.19.1
Subsequent Events (Notes)
3 Months Ended
Mar. 31, 2019
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events
On April 29, 2019, the Board of Directors declared our regular quarterly dividend of $0.085 per share to stockholders of record as of the close of business on May 31, 2019, to be paid on June 28, 2019.
v3.19.1
Organization And Summary Of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2019
Accounting Policies [Abstract]  
Basis Of Presentation
Basis of Presentation
The interim Condensed Consolidated Financial Statements are unaudited; however, in the opinion of management, they have been prepared in accordance with Rule 10-01 of Regulation S-X and in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The December 31, 2018 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, 2018 ("Annual Report on Form 10-K") filed on February 22, 2019 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 filed on February 22, 2019.
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 February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Under this new guidance, a company will now recognize most leases on its balance sheet as lease liabilities with corresponding right-of-use assets. This ASU is effective for fiscal years beginning after December 15, 2018.  The Company adopted ASU No. 2016-02 on January 1, 2019. The adoption impact was not material to our financial position, results of operations or cash flows. See Note 3 "Leases" for information regarding this standard and its adoption.
Accounting Standards Not Yet Adopted
In January 2017, the FASB issued ASU No. 2017‑04, Intangibles‑Goodwill and Other (Topic 350). This guidance was issued to simplify the accounting for goodwill impairment. The guidance removes the second step of the goodwill impairment test, which requires that a hypothetical purchase price allocation be performed to determine the amount of impairment, if any. Under this new guidance, a goodwill impairment charge will be based on the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance will become effective on a prospective basis for the Company on January 1, 2020 with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.
v3.19.1
Revenue From Contracts with Customers (Tables)
3 Months Ended
Mar. 31, 2019
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 months ended March 31, 2019 and 2018:
 
For the Three
Months Ended
March 31, 2019
 
For the Three
Months Ended
March 31, 2018
 
(Dollars in thousands)
Graphite Electrodes - Three-to-five-year take-or-pay contracts
$
396,040

 
$
272,201

Graphite Electrodes - Short-term agreements and spot sales
47,296

 
143,710

By-products and other
31,658

 
35,988

Total Revenues
$
474,994

 
$
451,899

Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
The following table presents estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands). The estimated revenues do not include contracts with original duration of one year or less.
 
Three-to-five-year take-or-pay contracts
 
(dollars in thousands)

Remainder of 2019
1,066,322

2020
1,392,966

2021
1,237,952

2022
1,172,028

Thereafter
29,461

Total
$
4,898,729

v3.19.1
Leases (Tables)
3 Months Ended
Mar. 31, 2019
Leases [Abstract]  
Lease, Cost
Components of lease expense are as follows:
 
 
For the Three Months Ended March 31, 2019
 
 
(Dollars in thousands)
Operating lease cost
 
1,032

Short-term lease cost
 
4

Variable lease cost
 
52

Total lease cost
 
$
1,088


Supplemental cash-flow information is as follows:
 
 
For the Three Months Ended March 31, 2019
 
 
(Dollars in thousands)
RoU assets obtained in exchange for new operating lease liabilities (non-cash)
 
832

Operating (use of cash) from operating leases
 
(1,032
)
Supplemental Balance Sheet Information
Supplemental balance sheet information related to leases are as follows:
 
 
As of
March 31, 2019
 
 
(Dollars in thousands)
Operating RoU Assets*
 
$
7,370

*Amount included in Other assets
 
 
 
 
 
Current operating lease liabilities
 
3,701

Non-current operating lease liabilities
 
3,660

Total operating lease liabilities**
 
$
7,361

**Amounts included in other accrued liabilities assets and other long-term obligations
 
 
 
 
 
Weighted average remaining lease term (in years)
 
2.78

Weighted average discount rate - operating leases
 
5.62
%
Operating Lease, Liability, Maturity
As of March 31, 2019, lease commitments under non-cancelable operating leases extending for one year or more will require the following future payments:
 
 
(Dollars in thousands)
Remainder of 2019
 
$
2,813

2020
 
2,832

2021
 
1,442

2022
 
313

2023
 
269

2024 and thereafter
 
366

Total lease payments
 
$
8,035

Less: Imputed interest
 
(674
)
Present value of lease payments
 
7,361

Less: Current operating lease liability
 
(3,701
)
Non-current operating lease liability
 
$
3,660

Operating Lease Maturity Schedule Prior to Adoption
As of December 31,2018, lease commitments under non-cancelable operating leases required the following future payments:
 
(Dollars in thousands)
2019
$
4,474

2020
2,747

2021
1,497

2022
334

2023
269

2024 and thereafter
343

Total lease payments
$
9,664

v3.19.1
Benefit Plans (Tables)
3 Months Ended
Mar. 31, 2019
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
Ended March 31,
 
2019
 
2018
 
(Dollars in thousands)
Service cost
$
575

 
$
498

Interest cost
1,316

 
1,241

Expected return on plan assets
(1,338
)
 
(1,502
)
Net cost
$
553

 
$
237

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
Ended March 31,
 
2019
 
2018
 
(Dollars in thousands)
Interest cost
242

 
251

Net cost
$
242

 
$
251

v3.19.1
Goodwill And Other Intangible Assets (Tables)
3 Months Ended
Mar. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule Of Changes In The Carrying Value Of Goodwill
The following tables represent the changes in the carrying value of goodwill and intangibles for the three months ended March 31, 2019 which are reported in "Other Assets" on the balance sheets:
Goodwill
(Dollars in thousands)
Balance as of December 31, 2018
$
171,117

   Adjustments

Balance as of March 31, 2019
$
171,117

Schedule Of Intangible Assets With Determinable Useful Lives By Major Category
Intangible Assets
 
As of March 31, 2019
 
As of December 31, 2018
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
(Dollars in Thousands)
Trade name
$
22,500

 
$
(8,262
)
 
$
14,238

 
$
22,500

 
$
(7,721
)
 
$
14,779

Technological know-how
55,300

 
(24,964
)
 
30,336

 
55,300

 
(23,503
)
 
31,797

Customer–related
    intangible
64,500

 
(16,173
)
 
48,327

 
64,500

 
(15,070
)
 
49,430

Total finite-lived
    intangible assets
$
142,300

 
$
(49,399
)
 
$
92,901

 
$
142,300

 
$
(46,294
)
 
$
96,006

v3.19.1
Debt And Liquidity (Tables)
3 Months Ended
Mar. 31, 2019
Long-term Debt and Capital Lease Obligations [Abstract]  
Schedule Of Long-Term Debt
The following table presents our long-term debt: 
 
As of
March 31, 2019
 
As of
December 31, 2018
 
(Dollars in thousands)
2018 Credit Facility (2018 Term Loan and 2018 Revolving Facility)
2,032,463

 
2,155,883

Other Debt
745

 
751

Total debt
2,033,208

 
2,156,634

Less: Short-term debt
(15,492
)
 
(106,323
)
Long-term debt
$
2,017,716

 
$
2,050,311

v3.19.1
Inventories (Tables)
3 Months Ended
Mar. 31, 2019
Inventory Disclosure [Abstract]  
Schedule Of Inventories
Inventories are comprised of the following: 
 
As of
March 31, 2019
 
As of
December 31, 2018
 
(Dollars in thousands)
Inventories:
 
 
 
Raw materials
$
97,951

 
$
99,935

Work in process
138,664

 
125,767

Finished goods
63,179

 
68,015

         Total
$
299,794

 
$
293,717

v3.19.1
Interest Expense (Tables)
3 Months Ended
Mar. 31, 2019
Interest and Debt Expense [Abstract]  
Schedule Of Interest Expense
The following tables present the components of interest expense: 
 
For the Three Months
Ended March 31,
 
2019
 
2018
 
(Dollars in thousands)
Interest incurred on debt
$
32,120

 
$
12,919

Senior Note redemption premium

 
4,782

Accretion of fair value adjustment on Senior Notes

 
19,414

Accretion of original issue discount on 2018 Term Loans
549

 
88

Amortization of debt issuance costs
1,031

 
662

Total interest expense
$
33,700

 
$
37,865

v3.19.1
Contingencies (Tables)
3 Months Ended
Mar. 31, 2019
Loss Contingency [Abstract]  
Schedule Of Product Warranties Accrual
Claims accrued but not yet paid and the related activity within the accrual for the three months ended March 31, 2019, are presented below: 
 
(Dollars in thousands)
Balance as of December 31, 2018
$
1,528

Product warranty accruals and adjustments
195

Settlements
(129
)
Balance as of March 31, 2019
$
1,594

v3.19.1
Income Taxes (Tables)
3 Months Ended
Mar. 31, 2019
Income Tax Disclosure [Abstract]  
Summary Of Provision For Income Taxes
The following tables summarize the provision for income taxes for the three months ended March 31, 2019 and March 31, 2018:
 
For the Three Months
Ended March 31,
 
2019
 
2018
 
(Dollars in thousands)
 
 
Tax expense
$
32,418

 
$
28,643

Pretax income
229,854

 
250,690

Effective tax rates
14.1
%
 
11.4
%
v3.19.1
Derivative Instruments (Tables)
3 Months Ended
Mar. 31, 2019
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 March 31, 2019 and December 31, 2018, the fair value of our derivatives and their respective balance sheet locations are presented in the following table:
 
Asset Derivatives
 
Liability Derivatives
 
Location
 
Fair  Value
 
Location
 
Fair  Value
As of March 31, 2019
(Dollars in thousands)
Derivatives designated as cash flow hedges:
 
 
 
 
 
 
Commodity derivative contracts
Prepaid and other current assets
 
$
9,035

 
Other accrued liabilities
 
$
1

 
Other long-term assets
 
11,481

 
Other long-term obligations
 

Total fair value
 
 
$
20,516

 
 
 
$
1

 
 
 
 
 
 
 
 
As of December 31, 2018
 
Derivatives designated as cash flow hedges:
 
 
 
 
 
 
Commodity derivative contracts
Prepaid and other current assets
 
$
90

 
Other accrued liabilities
 
$
4,630

 
Other long-term assets
 
260

 
Other long-term obligations
 
6,393

Total fair value
 
 
$
350

 
 
 
$
11,023

    
 
Asset Derivatives
 
Liability Derivatives
 
Location
 
Fair  Value
 
Location
 
Fair  Value
As of March 31, 2019
(Dollars in Thousands)
Derivatives not designated as hedges:
 
 
 
 
 
 
Foreign currency derivatives
Prepaid and other current assets
 
$
67

 
Other current liabilities
 
$
80

 
 
 
 
 
 
 
 
As of December 31, 2018
 
 
 
 
 
 
 
Derivatives not designated as hedges:
 
 
 
 
 
 
Foreign currency derivatives
Prepaid and other current assets
 
$

 
Other current liabilities
 
$
43

Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location
 
 
 
 
Amount of (Gain)/Loss
Recognized
 
 
Location of (Gain)/Loss Recognized in the Consolidated Statement of Operations
 
For the Three Months Ended March 31,
 
 
 
2019
 
2018
Derivatives designated as cash flow hedges:
 
 
 
(Dollars in thousands)
Commodity contract hedges
 
Cost of sales
 
(1,848
)
 

 
 
 
 
 
 
 
Derivatives not designated as hedges:
 
 
 
 
 
 
Foreign currency derivatives
 
Cost of sales, Other (income)/expense
 
(677
)
 
118

v3.19.1
Accumulated Other Comprehensive Income (Loss) (Tables)
3 Months Ended
Mar. 31, 2019
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
March 31, 2019
 
As of
December 31, 2018
 
(Dollars in thousands)
Foreign currency translation adjustments, net of tax
$
(6,461
)
 
$
(2,922
)
Commodities and foreign currency derivatives, net of tax
22,779

 
(2,878
)
Total accumulated comprehensive income (loss)
$
16,318

 
$
(5,800
)
v3.19.1
Earnings Per Share (Tables)
3 Months Ended
Mar. 31, 2019
Earnings Per Share [Abstract]  
Calculation of our Basic and Diluted Earnings per share Calculation
The following table shows the information used in the calculation of our basic and diluted earnings per share calculation as of March 31, 2019 and March 31, 2018.
 
For the Three Months
Ended March 31,
 
2019
 
2018
 
 
 
 
Weighted average common shares outstanding for basic calculation
290,559,025

 
302,225,923

Add: Effect of stock options, deferred stock units and restricted stock units
7,138

 

Weighted average common shares outstanding for diluted calculation
290,566,163

 
302,225,923

v3.19.1
Stock Based Compensation (Tables)
3 Months Ended
Mar. 31, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Rollforward of Nonvested stock options, deferred stock options, and restricted stock units
Stock Option, Deferred Stock Unit and Restricted Stock Unit awards activity under the Omnibus Equity Incentive Plan for the three months ended March 31, 2019 was as follows:
Stock options
 
Number
of Shares
 
Weighted-
Average
Exercise
Price
Outstanding unvested as of December 31, 2018
968,720

 
15.68

    Granted
157,000

 
13.64

    Forfeited
(24,670
)
 
15.00

Outstanding unvested as of March 31, 2019
1,101,050

 
15.40

Deferred Stock Unit and Restricted Stock Unit awards
 
Number
of Shares
 
Weighted-
Average
Grant Date
Fair Value
Outstanding unvested as of December 31, 2018
27,570

 
12.88

    Granted
182,185

 
13.36

    Vested
(143
)
 
12.79

Outstanding unvested as of March 31, 2019
209,612

 
13.38

v3.19.1
Organization And Summary Of Significant Accounting Policies (Details)
Mar. 31, 2018
major_product_categories
Accounting Policies [Abstract]  
Number of major product categories 2
v3.19.1
Revenue From Contracts with Customers - Disaggregate Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Revenue, Initial Application Period Cumulative Effect Transition    
Total Revenues $ 474,994 $ 451,899
By-products and other    
Revenue, Initial Application Period Cumulative Effect Transition    
Total Revenues 31,658 35,988
Graphite Electrodes - Three-to-five-year take-or-pay contracts    
Revenue, Initial Application Period Cumulative Effect Transition    
Total Revenues 396,040 272,201
Graphite Electrodes - Short-term agreements and spot sales    
Revenue, Initial Application Period Cumulative Effect Transition    
Total Revenues $ 47,296 $ 143,710
v3.19.1
Revenue From Contracts with Customers - Narratives (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Dec. 31, 2018
Disaggregation of Revenue    
Accounts and notes receivable, net of allowances $ 278,410 $ 248,286
Long-term contracts    
Disaggregation of Revenue    
Revenue recognized $ 0  
v3.19.1
Revenue From Contracts with Customers - Current and Deferred Contracts (Details)
$ in Thousands
3 Months Ended
Mar. 31, 2019
USD ($)
Current deferred revenue  
Movement in Deferred Revenue [Roll Forward]  
Balance as of December 31, 2018 $ 5,380
Revenue recognized that was included in the deferred revenue balance at the beginning of the period (1,424)
Increases due to cash received, excluding amounts recognized as revenue during the period 297
Foreign currency impact 4
Balance as of March 31, 2019 4,257
Long-Term deferred revenue  
Movement in Deferred Revenue [Roll Forward]  
Balance as of December 31, 2018 7,716
Revenue recognized that was included in the deferred revenue balance at the beginning of the period 0
Increases due to cash received, excluding amounts recognized as revenue during the period 0
Foreign currency impact (17)
Balance as of March 31, 2019 $ 7,699
v3.19.1
Revenue From Contracts with Customers - Performance Obligation (Details)
$ in Thousands
Mar. 31, 2019
USD ($)
Revenue from Contract with Customer [Abstract]  
Revenue, Remaining Performance Obligation, Amount $ 4,898,729
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01  
Revenue from Contract with Customer [Abstract]  
Revenue, Remaining Performance Obligation, Amount $ 1,066,322
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01  
Revenue from Contract with Customer [Abstract]  
Revenue, Remaining Performance Obligation, Amount $ 1,392,966
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01  
Revenue from Contract with Customer [Abstract]  
Revenue, Remaining Performance Obligation, Amount $ 1,237,952
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01  
Revenue from Contract with Customer [Abstract]  
Revenue, Remaining Performance Obligation, Amount $ 1,172,028
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01  
Revenue from Contract with Customer [Abstract]  
Revenue, Remaining Performance Obligation, Amount $ 29,461
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 year
v3.19.1
Leases - Narratives (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Mar. 31, 2019
Jan. 01, 2019
Lessee, Lease, Description [Line Items]      
Operating RoU Assets   $ 7,370  
Opoerating lease liability   $ 7,361  
Lease expense $ 4,900    
ASU 2016-02      
Lessee, Lease, Description [Line Items]      
Operating RoU Assets     $ 7,500
Opoerating lease liability     $ 7,500
v3.19.1
Leases - Lease Cost (Details)
$ in Thousands
3 Months Ended
Mar. 31, 2019
USD ($)
Leases [Abstract]  
Operating lease cost $ 1,032
Short-term lease cost 4
Variable lease cost 52
Total lease cost 1,088
RoU assets obtained in exchange for new operating lease liabilities (non-cash) 832
Operating (use of cash) from operating leases $ (1,032)
v3.19.1
Leases - Supplemental Balance sheet Information (Details)
$ in Thousands
Mar. 31, 2019
USD ($)
Leases [Abstract]  
Operating RoU Assets $ 7,370
Current operating lease liabilities 3,701
Non-current operating lease liabilities 3,660
Total operating lease liabilities $ 7,361
Weighted average remaining lease term (in years) 2 years 9 months 10 days
Operating Lease, Weighted Average Discount Rate, Percent 5.62%
v3.19.1
Leases - Operating Lease Maturity Schedule (Details)
$ in Thousands
Mar. 31, 2019
USD ($)
Operating Lease Liabilities, Payments Due  
Remainder of 2019 $ 2,813
2020 2,832
2021 1,442
2022 313
2023 269
2024 and thereafter 366
Total lease payments 8,035
Less: Imputed interest (674)
Total operating lease liabilities 7,361
Less: Current operating lease liability (3,701)
Non-current operating lease liabilities $ 3,660
v3.19.1
Leases - Operating Lease Maturity Schedule Prior to Adoption (Details) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity    
2019   $ 4,474
2020   2,747
2021   1,497
2022   334
2023   269
2024 and thereafter   $ 343
Total lease payments $ 9,664  
v3.19.1
Benefit Plans (Schedule Of Benefit Plans) (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Pension Costs    
Defined Benefit Plan Disclosure [Line Items]    
Service cost $ 575 $ 498
Interest cost 1,316 1,241
Expected return on plan assets (1,338) (1,502)
Net cost 553 237
Postretirement Costs    
Defined Benefit Plan Disclosure [Line Items]    
Interest cost 242 251
Net cost $ 242 $ 251
v3.19.1
Goodwill And Other Intangible Assets (Narrative) (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization expense of intangible assets $ 3.1 $ 3.3
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year 9.1  
Finite-Lived Intangible Assets, Amortization Expense, Year Two 11.4  
Finite-Lived Intangible Assets, Amortization Expense, Year Three 10.7  
Finite-Lived Intangible Assets, Amortization Expense, Year Four 10.1  
Finite-Lived Intangible Assets, Amortization Expense, Year Five $ 9.2  
v3.19.1
Goodwill And Other Intangible Assets (Schedule Of Changes In The Carrying Value Of Goodwill) (Details)
$ in Thousands
3 Months Ended
Mar. 31, 2019
USD ($)
Goodwill [Roll Forward]  
Beginning Balance $ 171,117
Adjustments 0
Ending Balance $ 171,117
v3.19.1
Goodwill And Other Intangible Assets (Schedule Of Intangible Assets With Determinable Useful Lives By Major Category) (Details) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Intangible Assets    
Gross Carrying Amount $ 142,300 $ 142,300
Accumulated Amortization (49,399) (46,294)
Net Carrying Amount 92,901 96,006
Trade Name    
Intangible Assets    
Gross Carrying Amount 22,500 22,500
Accumulated Amortization (8,262) (7,721)
Net Carrying Amount 14,238 14,779
Technological Know-How    
Intangible Assets    
Gross Carrying Amount 55,300 55,300
Accumulated Amortization (24,964) (23,503)
Net Carrying Amount 30,336 31,797
Customer-Related Intangible    
Intangible Assets    
Gross Carrying Amount 64,500 64,500
Accumulated Amortization (16,173) (15,070)
Net Carrying Amount $ 48,327 $ 49,430
v3.19.1
Debt And Liquidity (Narrative) (Details) - USD ($)
3 Months Ended
Apr. 19, 2018
Feb. 12, 2018
Mar. 31, 2019
Dec. 31, 2018
Jun. 15, 2018
Mar. 31, 2018
Dec. 31, 2017
Nov. 20, 2012
Debt Instrument [Line Items]                
Long-term Debt     $ 2,033,208,000 $ 2,156,634,000        
Stated interest rate             6.375%  
Loan balance, net of unamortized discount     $ 15,492,000 $ 106,323,000        
Equity interest pledge     65.00%          
Senior Notes                
Debt Instrument [Line Items]                
Principal amount issued               $ 300,000,000
Stated interest rate               6.375%
Debt Instrument, Redemption Price, Percentage     101.594%          
2018 Credit Agreement                
Debt Instrument [Line Items]                
Leverage ratio     4.00          
Revolving Credit Facility | Amended and Restated Credit Agreement July 2015                
Debt Instrument [Line Items]                
Long-term Line of Credit             $ 39,500,000  
Outstanding letters of credit             8,700,000  
Revolving Credit Facility | 2018 Revolving Credit Facility                
Debt Instrument [Line Items]                
Borrowing capacity   $ 250,000,000     $ 2,250,000,000 $ 1,500,000,000    
Borrowing threshold (greater than)     $ 35,000,000          
Borrowing threshold percentage     35.00%          
Increase in borrowing capacity         $ 750,000,000      
Debt instrument, upfront fees         1.00%      
Revolving Credit Facility | 2018 Revolving Credit Facility | LIBO                
Debt Instrument [Line Items]                
Margin spread on variable interest rate   3.75%            
Revolving Credit Facility | 2018 Revolving Credit Facility | ABR                
Debt Instrument [Line Items]                
Margin spread on variable interest rate   2.75%            
Term Loan Facility | Amended and Restated Credit Agreement July 2015                
Debt Instrument [Line Items]                
Long-term Line of Credit             $ 18,700,000  
Line of Credit | 2018 Term Loan Facility                
Debt Instrument [Line Items]                
Borrowing capacity   $ 1,500,000,000            
Margin spread on variable interest rate     0.25%          
Debt Instrument, Amortization Rate     5.00%          
Prepayment premium     1.00%          
Excess Cashflow Threshold Percentage     75.00%          
Line of Credit | 2018 Term Loan Facility | Contingent Event One                
Debt Instrument [Line Items]                
Excess Cashflow Threshold Percentage     50.00%          
Line of Credit | 2018 Term Loan Facility | Contingent Event Two                
Debt Instrument [Line Items]                
Excess Cashflow Threshold Percentage     0.00%          
Leverage ratio     1.25          
Line of Credit | 2018 Term Loan Facility | Minimum | Contingent Event One                
Debt Instrument [Line Items]                
Leverage ratio     1.25          
Line of Credit | 2018 Term Loan Facility | Maximum | Contingent Event One                
Debt Instrument [Line Items]                
Leverage ratio     1.75          
Line of Credit | 2018 Term Loan Facility | LIBO                
Debt Instrument [Line Items]                
Margin spread on variable interest rate   3.50%            
Undrawn commitment fee   0.25%            
Line of Credit | 2018 Term Loan Facility | ABR                
Debt Instrument [Line Items]                
Margin spread on variable interest rate   2.50%            
Brookfield | Brookfield Promissory Note [Member]                
Debt Instrument [Line Items]                
Dividends Payable $ 750,000,000              
Brookfield | Brookfield Promissory Note [Member] | Maximum                
Debt Instrument [Line Items]                
Leverage ratio 175.00%              
Brookfield | Brookfield Promissory Note [Member] | LIBO                
Debt Instrument [Line Items]                
Margin spread on variable interest rate 4.50%              
Third Anniversary | Brookfield | Brookfield Promissory Note [Member] | LIBO                
Debt Instrument [Line Items]                
Margin spread on variable interest rate 2.00%              
v3.19.1
Debt And Liquidity (Schedule Of Long-Term Debt) (Details) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Debt Instrument [Line Items]    
Total debt $ 2,033,208 $ 2,156,634
Less: Short-term debt (15,492) (106,323)
Long-term debt 2,017,716 2,050,311
Senior Subordinated Notes [Member]    
Debt Instrument [Line Items]    
Total debt 2,032,463 2,155,883
Other Debt    
Debt Instrument [Line Items]    
Total debt $ 745 $ 751
v3.19.1
Inventories (Schedule Of Inventories) (Details) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Inventories:    
Raw materials $ 97,951 $ 99,935
Work in process 138,664 125,767
Finished goods 63,179 68,015
Total $ 299,794 $ 293,717
v3.19.1
Interest Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Dec. 31, 2018
Dec. 31, 2017
Interest and Debt Expense [Abstract]        
Interest incurred on debt $ 32,120 $ 12,919    
Senior Note redemption premium 0 4,782    
Accretion of fair value adjustment on Senior Notes 0 19,414    
Accretion of original issue discount on 2018 Term Loans 549 88    
Amortization of debt issuance costs 1,031 662    
Total interest expense $ 33,700 37,865    
Effective interest rate, revolving credit facility 6.00%   4.57%  
Stated interest rate       6.375%
Accelerated Accretion   18,700    
Accelerated Amortization of Debt Issuance Costs   $ 300    
v3.19.1
Contingencies (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Dec. 31, 2018
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease)    
Balance as of December 31, 2018 $ 1,528  
Product warranty accruals and adjustments 195  
Settlements (129)  
Balance as of March 31, 2019 1,594  
Loss Contingencies    
due to related party 23,852 $ 0
Long-term debt - affiliate $ 62,625 86,478
Minimum    
Loss Contingencies    
Potential loss liability   65,000
Maximum    
Loss Contingencies    
Potential loss liability   $ 90,000
v3.19.1
Income Taxes (Summary Of Provision For Income Taxes) (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Income Tax Disclosure [Abstract]    
Tax expense $ 32,418 $ 28,643
Pretax income $ 229,854 $ 250,690
Effective tax rates (percentage) 14.10% 11.40%
v3.19.1
Income Taxes (Narrative) (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Income Tax Disclosure [Abstract]      
Effective tax rate 14.10% 11.40%  
Unrecognized tax benefits that would have a favorable impact on effective tax rate $ 2,000    
Provision for income taxes $ 32,418 $ 28,643  
U.S. statutory rate 21.00%   35.00%
v3.19.1
Derivative Instruments (Narrative) (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Dec. 31, 2018
Derivative      
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Assets, Fair Value, Net $ 9,500,000    
Loss on ineffective hedge 0 $ 700,000  
Amount of derivaitve cash flow hedge to be repcognized in the next 12 months 8,400,000 $ 600,000  
Foreign currency derivatives      
Derivative      
Derivative, Notional Amount 49,900,000   $ 19,600,000
Commodity derivative contracts      
Derivative      
Derivative, Notional Amount 130,200,000   142,100,000
Unrealized (loss) gain in other comprehensive income $ 20,500,000   $ 10,700,000
v3.19.1
Derivative Instruments - Balance Sheet Location (Details) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Foreign currency derivatives | Not Designated as Hedging Instrument | Prepaid and other current assets    
Derivatives, Fair Value    
Derivative asset fair value $ 67 $ 0
Foreign currency derivatives | Not Designated as Hedging Instrument | Other current liabilities    
Derivatives, Fair Value    
Derivative liability fair value 80 43
Cash Flow Hedging | Commodity derivative contracts | Designated as Hedging Instrument    
Derivatives, Fair Value    
Derivative asset fair value 20,516 350
Derivative liability fair value 1 11,023
Cash Flow Hedging | Commodity derivative contracts | Designated as Hedging Instrument | Prepaid and other current assets    
Derivatives, Fair Value    
Derivative asset fair value 9,035 90
Cash Flow Hedging | Commodity derivative contracts | Designated as Hedging Instrument | Other accrued liabilities    
Derivatives, Fair Value    
Derivative liability fair value 1 4,630
Cash Flow Hedging | Commodity derivative contracts | Designated as Hedging Instrument | Other long-term assets    
Derivatives, Fair Value    
Derivative asset fair value 11,481 260
Cash Flow Hedging | Commodity derivative contracts | Designated as Hedging Instrument | Other long-term obligations    
Derivatives, Fair Value    
Derivative liability fair value $ 0 $ 6,393
v3.19.1
Derivative Instruments - Income Statement (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Cost of sales    
Derivative Instruments, Gain (Loss)    
Amount of (Gain)/Loss Recognized $ (1,848) $ 0
Cost of sales, Other expense/(income)    
Derivative Instruments, Gain (Loss)    
Amount of (Gain)/Loss Recognized $ (677) $ 118
v3.19.1
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Accumulated Other Comprehensive Income (Loss), Net of Tax    
Foreign currency translation adjustments, net of tax $ (6,461) $ (2,922)
Commodities and foreign currency derivatives, net of tax 22,779 (2,878)
Total accumulated comprehensive income (loss) $ 16,318 $ (5,800)
v3.19.1
Earnings Per Share (Details) - shares
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Earnings Per Share [Abstract]    
Weighted average common shares outstanding for basic calculation (shares) 290,559,025 302,225,923
Add: Effect of stock options, deferred stock units and restricted stock units (shares) 7,138 0
Weighted average common shares outstanding for diluted calculation (shares) 290,566,163 302,225,923
Participating securities (shares) 21,413  
Anti-dilutive shares (shares) 981,330  
v3.19.1
Stock Based Compensation - Narratives (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation $ 200,000 $ 0 $ 0
Omnibus Equity Incentive Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation 300,000    
Stock based compensation not yet recognized $ 8,300,000    
Period in which compensation expense will be recognized 4 years 4 months 24 days    
Omnibus Equity Incentive Plan | Stock Option      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted non-vested options (shares) 157,000    
Omnibus Equity Incentive Plan | Deferred Stock Units      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted non-vested shares other than option (shares) 280    
Omnibus Equity Incentive Plan | Restricted Stock Units      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted non-vested shares other than option (shares) 181,905    
v3.19.1
Stock Based Compensation (Details) - Omnibus Equity Incentive Plan - $ / shares
3 Months Ended
Mar. 31, 2019
Mar. 31, 2019
Stock Option    
Number of Shares    
Beginning balance (shares) 968,720  
Granted (shares) 157,000  
Forfeited (shares) (24,670)  
Ending (shares) 968,720 1,101,050
Weighted- Average Exercise Price    
Beginning balance (weighted average share price) $ 15.68  
Granted (weighted average share price) 13.64  
Forfeited (weighted average share price) 15.00  
Ending balance (weighted average share price) $ 15.40  
Deferred Stock Units and Restricted Units    
Number of Shares    
Beginning balance (shares) 27,570  
Granted (shares) 182,185  
Vested (shares) (143)  
Ending balance (shares) 209,612  
Weighted- Average Grant Date Fair Value    
Beginning balance (weighted average share price) $ 12.88  
Granted (weighted average share price) 13.36  
Vested (weighted average share price) 12.79  
Ending balance (weighted average share price) $ 13.38  
v3.19.1
Subsequent Events (Details) - $ / shares
3 Months Ended
Apr. 29, 2019
Mar. 31, 2019
Subsequent Event    
Common stock dividend declared (usd per share)   $ 0.085
Subsequent Event    
Subsequent Event    
Common stock dividend declared (usd per share) $ 0.085  
v3.19.1
Label Element Value
Dividends us-gaap_Dividends $ 1,112,000,000
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossBeforeReclassificationAfterTax (6,113,000)
Retained Earnings [Member]  
Dividends us-gaap_Dividends 1,112,000,000
AOCI Attributable to Parent [Member]  
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossBeforeReclassificationAfterTax (6,113,000)
Other Comprehensive Income (Loss), Net of Tax us-gaap_OtherComprehensiveIncomeLossNetOfTax (1,073,000)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax $ 5,040,000