10-Q 1 a2016-q210xq.htm 10-Q Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended June 30, 2016
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from              to             
 
Commission file number: 1-13888
 
GRAFTECH INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
 
Delaware
27-2496053
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
 
 
Suite 300 Park Center I
44131
6100 Oak Tree Boulevard
(Zip code)
Independence, OH
 
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (216) 676-2000
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No   ¨*
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer x
Accelerated Filer o
Non-Accelerated Filer o
Smaller Reporting Company  o
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).    Yes  ¨    No  ý
As of July 15, 2016, 100 shares of common stock, par value $.01 per share, were outstanding.
* The registrant is a voluntary filer and is not subject to the filing requirements of the Securities Exchange Act of 1934. However, during the preceding 12 months, the registrant has filed all reports that it would have been required to file by Section 13 or 15(d) of the Securities Exchange Act of 1934 if the registrant was subject to the filing requirements of the Securities Exchange Act of 1934.



TABLE OF CONTENTS
 
PART I. FINANCIAL INFORMATION:
 
 
 
Item 1. Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
Unuaudited
 
Successor
 
As of December 31, 2015
 
As of
June 30,
2016
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
6,927

 
$
13,409

Accounts and notes receivable, net of allowance for doubtful accounts of
$300 as of December 31, 2015 and $412 as of June 30, 2016
82,390

 
80,459

Inventories
218,130

 
187,240

Prepaid expenses and other current assets
21,157

 
23,634

Current assets of discontinued operations
98,281

 
92,873

Total current assets
426,885

 
397,615

Property, plant and equipment
571,329

 
585,504

Less: accumulated depreciation
20,166

 
48,206

Net property, plant and equipment
551,163

 
537,298

Deferred income taxes
15,326

 
18,476

Goodwill
172,059

 
171,117

Other assets
152,613

 
147,767

Long-term assets of discontinued operations
103,975

 

Total assets
$
1,422,021

 
$
1,272,273

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
40,147

 
$
45,233

Short-term debt
4,772

 
16,482

Accrued income and other taxes
5,933

 
5,562

Rationalizations
1,195

 
401

Other accrued liabilities
20,994

 
25,063

Current liabilities of discontinued operations
23,082

 
19,315

Total current liabilities
96,123

 
112,056

Long-term debt
362,455

 
363,975

Other long-term obligations
94,318

 
91,177

Deferred income taxes
57,430

 
47,609

Long-term liabilities of discontinued operations
1,167

 

Contingencies – Note 11

 

Stockholders’ equity:
 
 
 
Preferred stock, par value $.01, 10,000,000 shares authorized, none issued

 

Common stock, par value $.01, 225,000,000 shares authorized,
100 shares issued as of December 31, 2015 and June 30, 2016

 

Additional paid-in capital
854,337

 
854,337

Accumulated other comprehensive (loss) income
(10,255
)
 
1,446

Accumulated deficit
(33,554
)
 
(198,327
)
Total stockholders’ equity
810,528

 
657,456

 
 
 
 
Total liabilities and stockholders’ equity
$
1,422,021

 
$
1,272,273

 See accompanying Notes to Condensed Consolidated Financial Statements

3


GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Dollars in thousands, except per share amounts)
(Unaudited)
 
 
Predecessor
 
Successor
 
Predecessor
 
Successor
 
For the Three Months
Ended June 30,
 
For the Six Months
Ended June 30,
 
2015
 
2016
 
2015
 
2016
CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
 
 
 
 
Net sales
$
125,809

 
$
115,365

 
$
288,303

 
$
210,941

Cost of sales
111,591

 
120,266

 
257,593

 
217,696

Lower of cost or market
inventory adjustment

 
3,504

 

 
14,625

Gross profit (loss)
14,218

 
(8,405
)
 
30,710

 
(21,380
)
Research and development
1,150

 
786

 
2,667

 
1,438

Selling and administrative expenses
19,709

 
13,487

 
39,798

 
27,157

Rationalizations
(26
)
 
(64
)
 
53

 
58

Impairments

 

 
35,381

 

Operating loss
(6,615
)
 
(22,614
)
 
(47,189
)
 
(50,033
)
 
 
 
 
 
 
 
 
Other expense (income), net
733

 
(1,198
)
 
1,151

 
(960
)
Interest expense
8,796

 
6,436

 
17,421

 
12,896

Interest income
(268
)
 

 
(341
)
 
(12
)
Loss from continuing operations before
provision for income taxes
(15,876
)
 
(27,852
)
 
(65,420
)
 
(61,957
)
 
 
 
 
 
 
 
 
Provision for income taxes
1,239

 
(5,591
)
 
1,219

 
(5,886
)
Net loss from continuing operations
(17,115
)
 
(22,261
)
 
(66,639
)
 
(56,071
)
 
 
 
 
 
 
 
 
    Loss from discontinued operations, net of tax *
(5,702
)
 
(106,138
)
 
(11,786
)
 
(108,702
)
 
 
 
 
 
 
 
 
Net loss
$
(22,817
)
 
$
(128,399
)
 
$
(78,425
)
 
$
(164,773
)
 
 
 
 
 
 
 
 
STATEMENTS OF COMPREHENSIVE LOSS
 
 
 
 
 
 
Net loss
$
(22,817
)
 
$
(128,399
)
 
$
(78,425
)
 
$
(164,773
)
Other comprehensive loss:
 
 
 
 
 
 
 
Foreign currency translation adjustments
7,515

 
(830
)
 
(22,096
)
 
11,674

Commodities and foreign currency derivatives and other, net of tax of ($154) and $0, respectively
42

 
(106
)
 
887

 
27

Other comprehensive (loss) income, net of tax:
7,557

 
(936
)
 
(21,209
)
 
11,701

Comprehensive loss
$
(15,260
)
 
$
(129,335
)
 
$
(99,634
)
 
$
(153,072
)
* Loss on discontinued operations includes a pretax impairment charge of $105,600 in the three and six months ended June 30, 2016. See Note 3 "Discontinued Operations and Related Assets Held for Sale"


See accompanying Notes to Condensed Consolidated Financial Statements

4


GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
 
Predecessor
 
Successor
 
For the Six Months Ended June 30, 2015
 
For the Six Months Ended June 30, 2016
Cash flow from operating activities:
 
 
 
Net loss
$
(78,425
)
 
$
(164,773
)
Adjustments to reconcile net loss to
cash provided by operations:
 
 
 
Depreciation and amortization
39,384

 
43,228

Impairments
35,381

 
105,600

Lower of cost or market inventory adjustment, net of depreciation

 
12,758

Deferred income tax provision
(4,947
)
 
(9,091
)
Post-retirement and pension plan changes
2,252

 
2,102

Stock-based compensation
2,628

 

Interest expense
7,699

 
3,203

Other charges, net
(1,321
)
 
(2,646
)
Net change in working capital*
30,395

 
24,506

Increase in long-term assets and liabilities
(8,826
)
 
(3,702
)
Net cash provided by operating activities
24,220

 
11,185

Cash flow from investing activities:
 
 
 
Capital expenditures
(25,620
)
 
(15,140
)
Proceeds from the sale of assets
638

 
557

Derivative instrument settlements, net
(7,804
)
 
(721
)
Net cash used in investing activities
(32,786
)
 
(15,304
)
Cash flow from financing activities:
 
 
 
Short-term debt, net
4,506

 
11,004

Revolving Facility borrowings
74,000

 
32,000

Revolving Facility reductions
(66,000
)
 
(32,000
)
Principal payments on long-term debt
(67
)
 
(69
)
Purchase of treasury shares
(63
)
 

Revolving Facility refinancing fees
(2,722
)
 
(922
)
Other
(2,850
)
 

Net cash provided by financing activities
6,804

 
10,013

Net change in cash and cash equivalents
(1,762
)
 
5,894

Effect of exchange rate changes on cash and cash equivalents
(1,283
)
 
588

Cash and cash equivalents at beginning of period
17,550

 
6,927

Cash and cash equivalents at end of period
$
14,505

 
$
13,409

* Net change in working capital due to the following components:
 
 
Accounts and notes receivable, net
$
34,858

 
$
5,211

Inventories
3,274

 
17,122

Prepaid expenses and other current assets
6,238

 
(2,580
)
Change in accounts payable and accruals
(11,806
)
 
6,840

Rationalizations
(2,183
)
 
(2,137
)
Increase in interest payable
14

 
50

Net change in working capital
$
30,395

 
$
24,506


See accompanying Notes to Condensed Consolidated Financial Statements

5

PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



(1)
Organization and Summary of Significant Accounting Policies
A. Organization
GrafTech International Ltd. (the "Company") is one of the world’s largest manufacturers and providers of high quality synthetic and natural graphite and carbon based products. References herein to “GTI,” “we,” “our,” or “us” refer collectively to GrafTech International Ltd. and its subsidiaries. We have seven major product categories: graphite electrodes, refractory products, needle coke products, advanced electronics technologies, advanced graphite materials, advanced composite materials and advanced materials.
On February 26, 2016, the Company announced it plans to realign its two business segments. Industrial Materials will now be comprised of graphite electrodes and needle coke products. Engineered Solutions will now be comprised of advanced graphite materials, advanced composite materials, advanced electronic technologies, and refractory products. Refractory products was previously included in the Industrial Materials business segment. Advanced materials products will now be a part of the business segment where these products are produced.
This realignment of the business segments will allow the Company to better direct its resources and simplify its operations. The Industrial Materials business segment will continue to focus on being the lowest cost producer providing the best quality of graphite electrodes in a very challenging market. The Engineered Solutions business segment will continue to leverage the intellectual property of carbon and graphite material science to innovate and commercialize advanced technologies and new products in high growth markets.
The Company also announced that it plans to review strategic alternatives for its Engineered Solutions business segment. This process is currently under way. See Note 3 "Discontinued Operations and Assets Held for Sale" for further information.
B. Basis of Presentation
The interim 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, 2015 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, 2015 (the “Annual Report”) but does not include all disclosures required by GAAP in audited financial statements. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the accompanying notes, contained in the Annual Report.
The unaudited consolidated financial statements reflect all adjustments (all of which are of a normal, recurring nature) which management considers necessary for a fair statement of financial position, results of operations, comprehensive income and cash flows for the interim periods presented. The results for the interim periods are not necessarily indicative of results which may be expected for any other interim period or for the full year.
C. Predecessor and Successor Reporting
On August 17, 2015, the Company was acquired by affiliates of Brookfield Asset Management Inc. (see Note 2 "Preferred Share Issuance and Merger"). We elected to account for the acquisition under the acquisition method of accounting. Under the acquisition method of accounting, the assets and liabilities of GTI were adjusted to their fair market value as of August 15, 2015, the day that Brookfield effectively took control of the Company.
Our consolidated statements of operations subsequent to the acquisition include amortization expense relating to the fair value adjustments and depreciation expense based on the fair value of the Company's property, plant and equipment that had previously been carried at historical cost less accumulated depreciation. Therefore, the Company's financial information prior to the acquisition is not comparable to the financial information subsequent to the Merger. As a result, the financial statements and certain note presentations are separated into two distinct periods, the period before the consummation of the acquisition (labeled "Predecessor") and the period after the date of acquisition (labeled "Successor"), to indicate the application of the different basis of accounting between the periods presented.

6

PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


D. New Accounting Standards
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605—Revenue Recognition and most industry-specific guidance throughout the Codification. This ASU requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU was expected to be effective for fiscal years beginning after December 15, 2016, and for interim periods within those fiscal years. On July 9, 2015, the FASB deferred the effective date to fiscal years beginning after December 15, 2017. We are in the process of assessing the impact of the adoption of ASU 2014-09 on the Company's financial position, results of operations and cash flows.
In April 2015, the FASB issued ASU 2015-3, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2015 with early adoption permitted. We had no capitalized debt issuance costs as of December 31, 2015. We adopted this ASU as of January 1, 2016, and adoption resulted in no significant impact on the Company's financial position, results of operations or cash flows.
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 us beginning after January 1, 2019. The Company is currently evaluating the impact of the adoption of this standard on its financial position, results of operations or cash flows.
(2)
Preferred Share Issuance and Merger
Preferred Stock
On August 11, 2015, the Company issued and sold to BCP IV GrafTech Holdings LP ("BCP"), an affiliate of Brookfield Asset Management Inc. (“Brookfield”) (i) 136,616 shares of a new Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), convertible into 19.9% of the shares of common stock of the Company outstanding immediately prior to such issuance and (ii) 13,384 shares of a new Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock,” and, together with the Series A Preferred Stock, the “Preferred Stock”), for an aggregate purchase price of $150,000,000 in cash (the “Purchase Price”), under the Investment Agreement dated May 4, 2015 (the “Investment Agreement”) between the Company and Brookfield.
The closing of such issuance and sale occurred after the satisfaction of the closing conditions set forth in the Investment Agreement.
Pursuant to the Investment Agreement, the Company reimbursed Brookfield for $500,000 of out-of-pocket fees and expenses (including fees and expenses of legal counsel) incurred by Brookfield in connection with the transaction.
The proceeds from the issuance and sale were used by the Company, along with funds available under the Company’s $40 million delayed draw term loan facility, senior revolving credit facility and cash on hand, to prepay the Company’s $200 million Senior Subordinated Notes due November 30, 2015.
Merger Agreement
On May 18, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated May 17, 2015, with BCP and Athena Acquisition Subsidiary Inc. a wholly owned subsidiary of BCP (“Acquisition Sub”). Pursuant to the Merger Agreement, on May 26, 2015, BCP commenced a cash tender offer to purchase any and all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of the Company, at a purchase price of $5.05 per Share in cash (the “Offer Price”), on the terms and subject to the conditions set forth in the Offer to Purchase, dated May 26, 2015 (together with any amendments and supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”).
On August 14, 2015, Acquisition Sub accepted for payment all Shares validly tendered in the Offer and not withdrawn prior to the expiration of the Offer, and payment of the Offer Price for such Shares was made promptly. On August 17, 2015, Acquisition Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of BCP (the "Merger").

7

PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Pursuant to the Merger Agreement, upon consummation of the Merger, each Share that was not tendered and accepted pursuant to the Offer (other than canceled shares, dissenting shares and shares held by the Company’s subsidiaries or BCP’s subsidiaries (other than Acquisition Sub)) was canceled and converted into cash consideration in an amount equal to the Offer Price.
Business Combination
The computation of the fair value of the total consideration at the date of acquisition follows:
Purchase Consideration
 
 
 
 
 
 
(In thousands except share price)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 # Shares
 
  Unit Price
 
 Amount
 
 
 
 
 
 
 
Convertible Preferred Equity
 
 
 
 
 
 
    Series A and B
 
150

 
$
1,000.00

 
$
150,000

Common Equity
 
 
 
 
 
 
    Common Shares
 
139,397

 
$
5.05

 
$
703,955

    Net value of options
 
 
 
 
 
$
382

Total
 
 
 
 
 
$
854,337

Recording of assets acquired and liabilities assumed: The acquisition was accounted for using the acquisition method of accounting. Under the acquisition method, the identifiable assets acquired and the liabilities assumed are assigned a new basis of accounting reflecting their estimated fair values. The information included herein has been prepared based on the allocation of purchase price using estimates of the fair values and useful lives of assets acquired and liabilities assumed based on the best available information determined with the assistance of independent valuations, quoted market prices and management estimates.
The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed at the acquisition date:
Net identifiable assets acquired
 
 
Cash
$
25,032

 
Accounts receivable
94,298

 
Inventories
344,765

 
Property, plant and equipment
650,405

 
Intangible assets
155,700

 
Deferred tax assets
41,606

 
Prepaid and other current assets
49,716

 
Other non-current assets
8,428

 
Accounts payable
(68,005
)
 
Short-term debt
(18,779
)
 
Other accrued liabilities
(53,252
)
 
Long-term debt
(367,811
)
 
Other long-term liabilities
(101,648
)
 
Deferred tax liabilities
(79,235
)
Net identifiable assets acquired
$
681,220

 
 
 
Goodwill
$
173,117

 
 
 
Net assets acquired
$
854,337


8

PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Goodwill: Goodwill of approximately $173.1 million was recognized for the acquisition and is calculated as the excess of the consideration transferred over the net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill was increased by $1.1 million in March 2016, as a result of a decreased inventory valuation of $2.0 million offset by an increase to deferred tax assets of $0.9 million.
(3)
Discontinued Operations and Related Assets Held for Sale
On February 26, 2016, the Company announced that it had initiated a strategic review of its Engineered Solutions business segment to better direct its resources and simplify its operations. Any potential sale of assets was prohibited by the Revolving Facility without approval of the requisite lenders thereunder. On April 27, 2016, GrafTech and certain of its subsidiaries entered into an amendment to the Revolving Facility (see Note 8 "Debt and Liquidity") which, among other things, permits the sale of assets with the restriction that the proceeds be utilized to pay down revolver borrowings. As of June 30, 2016, the Engineered Solutions segment qualified for reporting as discontinued operations. We anticipate this intiative to be completed within the next 12 months, and as such, the assets and liabilities have all been classified as current.
We evaluated the fair value of the Engineered Solutions business segment utilizing the market approach (Level 3 measure). As a result, we incurred an impairment charge to our Engineered Solutions business segment of $105.6 million to align the carrying value with estimated fair value as of June 30, 2016. The impairment charge is based upon Management’s best estimate of fair value less cost of disposal for the ES business. The estimate reflects Management’s view of the manner in which the Engineered Solutions business will be divested, including  assumptions as to if and how it will be split, given the lines of business and asset groups that constitute the Engineered Solutions segment. Amongst other things, the split into groups influences the computation of the impairment charge. The impairment charge and resulting loss in the three months ended June 30, 2016 is not offset by expected gains on certain group(s), and as a result may or may not later be partially offset through gains depending on the outcome of the divestiture. These assumptions and estimates are subject to change until divestiture is completed and may be adjusted in the quarter that the information becomes available.

9

PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


The following tables summarize the results of the Engineered Solutions business segment, reclassified as discontinued operations for the three and six months ended June 30, 2015 and 2016.
 
For the Three Months Ended
 June 30, 2015
 
For the Three Months Ended
June 30, 2016
 
(dollars in thousands)
Net sales
$
39,313

 
$
29,930

Cost of sales
37,591

 
24,569

    Gross profit
1,722

 
5,361

Research and development
764

 
813

Selling and administrative expenses
5,544

 
5,314

Rationalizations
1,794

 
(255
)
Impairment

 
105,600

    Operating loss
(6,380
)
 
(106,111
)
Other expense (income)
(37
)
 
(81
)
Interest expense
399

 
951

Loss from discontinued operations before income taxes
(6,742
)
 
(106,981
)
Benefit from income taxes on discontinued operations
1,040

 
843

Loss from discontinued operations
$
(5,702
)
 
$
(106,138
)
 
For the Six
Months Ended
June 30, 2015
 
For the Six
Months Ended
June 30, 2016
 
(dollars in thousands)
Net sales
$
84,030

 
$
59,019

Cost of sales
78,037

 
50,554

    Gross profit
5,993

 
8,465

Research and development
1,679

 
1,691

Selling and administrative expenses
11,745

 
9,760

Rationalizations
4,210

 
(246
)
Impairment

 
105,600

    Operating loss
(11,641
)
 
(108,340
)
Other expense (income)
(64
)
 
(72
)
Interest expense
695

 
1,670

Loss from discontinued operations before income taxes
(12,272
)
 
(109,938
)
Benefit from income taxes on discontinued operations
486

 
1,236

Loss from discontinued operations
$
(11,786
)
 
$
(108,702
)
The significant components of our Statements of Cash Flows for the Engineered Solutions business segment held for sale are as follows:

10

PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


 
For the Six
Months Ended
June 30, 2015
 
For the Six
Months Ended
June 30, 2016
 
(dollars in thousands)
Depreciation and amortization
$
7,330

 
$
3,052

Impairment

 
105,600

Deferred income taxes
(486
)
 
(1,236
)
Capital expenditures
9,413

 
2,513

The following table summarizes the carrying value of the assets and liabilities of discontinued operations as of December 31, 2015 and June 30, 2016.
 
As of
December 31, 2015
 
As of
June 30, 2016
 
(dollars in thousands)
Current assets of discontinued operations:
 
 
 
  Accounts receivable
$
20,425

 
$
19,030

  Inventories
77,332

 
77,656

  Prepaid expenses and other current assets
524

 
924

     Total current assets of discontinued operations
98,281

 
97,610

 
 
 
 
  Net property plant and equipment
86,369

 
86,595

  Other assets
17,606

 
14,268

     Total long-term assets of discontinued operations
103,975

 
100,863

 
 
 
 
  Impairment upon reclassification to held for sale

 
(105,600
)
 
 
 
 
         Total assets of discontinued operations
$
202,256

 
$
92,873

 
 
 
 
Liabilities of discontinued operations:
 
 
 
  Accounts payable
$
9,331

 
$
6,499

  Accrued income and other taxes
3,113

 
2,500

  Other accrued liabilities
10,638

 
9,336

     Total current liabilities of discontinued operations
23,082

 
18,335

 
 
 
 
  Other long-term obligations
1,167

 
980

 
 
 
 
          Total liabilities of discontinued operations
$
24,249

 
$
19,315


11

PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


(4)
Rationalizations
Throughout 2013, 2014 and 2015 the Company undertook rationalization plans in order to streamline its organization and lower its production costs. The majority of these initiatives were substantially complete as of June 30, 2016. The rationalization liability as of June 30, 2016 was $1.0 million consisting of the plan described below and severance payouts related to prior rationalization plans. In June of 2016, we further impaired assets related to our South African facility by $0.6 million to reflect a decline in market value.
2015 Advanced Graphite Materials Rationalization
On March 2, 2015, GrafTech announced plans to further optimize the production platform for its advanced graphite materials business. These actions included the closure of our Notre Dame, France facility and further reductions in force in our Columbia, Tennessee facility and other locations totaling approximately 85 people. The 2015 Advanced Graphite Materials rationalization plan will result in approximately $10 million of charges consisting of severance, inventory losses and other related costs. Approximately $8 million of these costs will be cash outlays, the majority of which were disbursed in 2015. We incurred charges of $3.2 million and $5.8 million in the three months and six months ended June 30, 2015. We incurred insignificant charges for this plan during the three and six months ended June 30, 2016. The remaining liability associated with this plan is $0.6 million as of June 30, 2016.
(5)
Segment Reporting

We operate two reportable business segments: Industrial Materials and Engineered Solutions. On February 26, 2016, the Company announced plans to realign its business segments (see Note 1A "Organization and Summary of Significant Accounting Policies"). As a result of this realignment, our refractory product line was moved from the Industrial Materials business segment to the Engineered Solutions business segment. Additionally, advanced materials products will now be a part of the business segment where these products are produced. All prior period amounts have been recast to reflect this change. Our business segments now consist of the following:
Industrial Materials. Our Industrial Materials segment manufactures and delivers high quality graphite electrodes and needle coke products. Electrodes are key components of the conductive power systems used to produce steel and other non-ferrous metals. Needle coke, a crystalline form of carbon derived from decant oil, is the key ingredient in, and is used primarily in, the production of graphite electrodes.
Engineered Solutions. The Engineered Solutions segment includes advanced electronics technologies, advanced graphite materials, advanced composite materials and refractory products. Advanced electronics technologies products consist of electronic thermal management solutions, fuel cell components and sealing materials. Advanced graphite materials are highly engineered synthetic graphite products used in many areas due to their unique properties and the ability to tailor them to specific solutions. These products are used in transportation, alternative energy, metallurgical, chemical, oil and gas exploration and various other industries. Advanced composite materials are highly engineered carbon products that are woven into various shapes primarily to support the aerospace and defense industries. Refractory products are used in blast furnaces and submerged arc furnaces due to their high thermal conductivity and the ease with which they can be machined to large or complex shapes. During the second quarter of 2016, our Engineered Solutions segment qualified as held for sale status and as such our Engineered Solution's results have been excluded from continuing operations. See Note 3 "Discontinued Operations and Assets Held for Sale" for significant components of the results of our Engineered Solutions segment.
The following tables summarize financial information concerning our reportable segments and all prior periods have been recast to reflect our new segmentation:
 
Predecessor
 
Successor
 
Predecessor
 
Successor
 
For the Three Months
Ended June 30,
 
For the Six Months
Ended June 30,
 
2015
 
2016
 
2015
 
2016
 
(Dollars in thousands)
 
(Dollars in thousands)
Net sales to external customers:
 
 
 
 
 
 
 
Industrial Materials
$
125,809

 
$
115,365

 
$
288,303

 
$
210,941

 
 
 
 
 
 
 
 
Operating (loss) income:
 
 
 
 
 
 
 
Industrial Materials
$
4,632

 
$
(16,291
)
 
$
(22,312
)
 
$
(36,538
)
Corporate, R&D and Other expenses
(11,247
)
 
(6,323
)
 
(24,877
)
 
(13,495
)
Total operating loss
$
(6,615
)
 
$
(22,614
)
 
$
(47,189
)
 
$
(50,033
)
 
 
 
 
 
 
 
 
Reconciliation of segment operating loss to
    loss before provision for income taxes
 
 
 
 
 
 
 
Other expense (income), net
$
733

 
$
(1,198
)
 
$
1,151

 
$
(960
)
Interest expense
8,796

 
6,436

 
17,421

 
12,896

Interest income
(268
)
 

 
(341
)
 
(12
)
Loss from continuing operations before
   provision for income taxes
$
(15,876
)
 
$
(27,852
)
 
$
(65,420
)
 
$
(61,957
)



12

PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


(6)
Benefit Plans
The components of our consolidated net pension costs are set forth in the following table:
 
Predecessor
 
Successor
 
Predecessor
 
Successor
 
For the Three
Months Ended June 30,
 
For the Six
Months Ended June 30,
 
2015
 
2016
 
2015
 
2016
 
(Dollars in thousands)
 
(Dollars in thousands)
Service cost
$
506

 
$
508

 
$
1,333

 
$
1,016

Interest cost
1,526

 
1,498

 
3,052

 
2,996

Expected return on plan assets
(1,354
)
 
(1,310
)
 
(2,708
)
 
(2,620
)
Amortization of prior service cost
1

 

 
2

 

Net cost
$
679

 
$
696

 
$
1,679

 
$
1,392

The components of our consolidated net postretirement costs are set forth in the following table: 
 
Predecessor
 
Successor
 
Predecessor
 
Successor
 
For the Three
Months Ended June 30,
 
For the Six
Months Ended June 30,
 
2015
 
2016
 
2015
 
2016
 
(Dollars in thousands)
 
(Dollars in thousands)
Service cost
$
4

 
$
1

 
$
8

 
$
2

Interest cost
315

 
272

 
630

 
543

Amortization of prior service cost
(43
)
 

 
(86
)
 

Net cost
$
276

 
$
273

 
$
552

 
$
545

(7)
Goodwill and Other Intangible Assets
We are required to review goodwill and indefinite-lived intangible assets annually for impairment. Goodwill impairment is tested at the reporting unit level (for example, graphite electrodes, needle coke, etc.) 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.
We received notice in March, 2015 that the market prices for needle coke were decreasing by an additional 18%, effective for the second quarter of 2015. This decline further compressed our margins for needle coke products versus our annual plan. We determined that this change, which was driven by overcapacity in the market, indicated that the needle coke industry is facing a deeper and longer trough than previously expected. We considered the additional price change as a triggering event and tested our needle coke goodwill for impairment as of March 31, 2015. This test resulted in an impairment charge for the remaining needle coke goodwill of $35.4 million.
As a result of our acquisition by Brookfield, our goodwill and intangibles were revalued as of August 15, 2015. See Note 2 "Preferred Share Issuance and Merger" for description of the Merger and the results of purchase price accounting. The following tables represents the changes in the carrying value of goodwill and intangibles during the predecessor entity period of January 1, 2015 through August 14, 2015 and the successor entity period of August 15, 2015 through June 30, 2016:

13

PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Goodwill
Predecessor
(Dollars in Thousands)
Balance as of December 31, 2014
$
420,129

   Impairment
(35,381
)
   Currency translation effect
(616
)
Balance as of August 14, 2015
$
384,132

 
 
 
 
Successor
 
Balance as of August 15, 2015
$
170,418

   Adjustments
1,641

Balance as of December 31, 2015
$
172,059

   Adjustments (See Note 2)
1,058

   Goodwill transferred to discontinued operations
(2,000
)
Balance as of June 30, 2016
$
171,117

Intangible Assets
 
As of December 31, 2015
 
As of June 30, 2016
 
Gross
Carrying
Amount
 
Accumulated
Amortization & Impairment
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization & Impairment
 
Net
Carrying
Amount
 
(Dollars in Thousands)
Trade name
$
22,000

 
$
(896
)
 
$
21,104

 
$
22,500

 
$
(2,075
)
 
$
20,425

Technological know-how
54,100

 
(2,934
)
 
51,166

 
55,300

 
(6,767
)
 
48,533

Customer –related
    intangible
64,500

 
(1,602
)
 
62,898

 
64,500

 
(3,937
)
 
60,563

Total finite-lived
    intangible assets
$
140,600

 
$
(5,432
)
 
$
135,168

 
$
142,300

 
$
(12,779
)
 
$
129,521

Amortization expense of acquired intangible assets was $4.4 million in the three months ended June 30, 2015 and $3.6 million in the three months ended June 30, 2016 and $8.7 million and $7.2 million in the six months ended June 30, 2015 and June 30, 2016, respectively. Estimated amortization expense will approximate $7.7 million in the remainder of 2016, $13.6 million in 2017, $12.9 million in 2018, $12.2 million in 2019 and $11.4 million in 2020.
(8)
Debt and Liquidity
The following table presents our long-term debt: 
 
As of
December 31, 2015
 
As of
June 30, 2016
 
(Dollars in thousands)
Credit Facility (Revolving Facility and Term Loan Facility)
$
98,000

 
$
109,000

Senior Notes
267,827

 
270,961

Other Debt
1,400

 
496

Total Debt
367,227

 
380,457

Less: Short-term Debt
(4,772
)
 
(16,482
)
Long-term Debt
$
362,455

 
$
363,975

The fair value of debt, which was determined using Level 2 inputs, was $335.4 million versus a book value of $380.5 million as of June 30, 2016. As a result of our acquisition by Brookfield and the resulting purchase price accounting adjustments (see Note 2 "Preferred Share Issuance and Merger"), our Senior Notes were adjusted to their

14

PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


fair market value as of August 15, 2015. The discount to fair value will be accreted over the remaining term of the Notes.
Credit Facility
On April 23, 2014, the Company and certain of its subsidiaries entered into an Amended and Restated Credit Agreement with a borrowing capacity of $400 million and a maturity date of April 2019 (the "Revolving Facility"). On February 27, 2015, GrafTech and certain of its subsidiaries entered into a further Amended and Restated Credit Agreement that provides for, among other things, greater financial flexibility and a $40 million senior secured delayed draw term loan facility (the "Term Loan Facility").
On July 28, 2015, GrafTech and certain of its subsidiaries entered into an amendment to the Amended and Restated Credit Agreement to change the terms regarding the occurrence of a default upon a change in control (which is defined thereunder to include the acquisition by any person of more than 25 percent of GrafTech’s outstanding shares) to exclude the acquisition of shares by Brookfield (see Note 2).  In addition, effective upon such acquisition, the financial covenants were eased, resulting in increased availability under the Revolving Facility. The size of the Revolving Facility was also reduced from $400 million to $375 million. The size of the Term Loan Facility remained at $40 million.
On April 27, 2016, GrafTech and certain of its subsidiaries entered into an amendment to the Revolving Facility. The size of the Revolving Facility was permanently reduced from $375 million to $225 million. New covenants were also added to the Revolving Facility, including a requirement to make mandatory repayments of outstanding amounts under the Revolving Facility and the Term Loan Facility with the proceeds of any sale of all or any substantial part of the assets included in the Engineered Solutions segment and a requirement to maintain minimum liquidity (consisting of cash, cash equivalents and availability under the Revolving Facility) in excess of $25 million. The covenants were also modified to provide for: the elimination of certain exceptions to the Company’s negative covenants limiting the Company’s ability to make certain investments, sell assets, make restricted payments, incur liens and incur debt; a restriction on the amount of cash and cash equivalents permitted to be held on the balance sheet at any one time without paying down the Revolving Facility and the Term Loan Facility; and changes to the Company’s financial covenants so that until the earlier of March 31, 2019 or the Company has $75 million in trailing twelve month EBITDA (as defined in the Revolving Facility), the Company is required to maintain trailing twelve month EBITDA above certain minimums ranging from ($40 million) to $35 million after which the Company’s existing financial covenants under the Revolving Facility will apply.
With this amendment, the Company has full access to the $225 million Revolving Facility. As of June 30, 2016, the Company had $72.0 million of borrowings on the Revolving Facility and $13.5 million of letters of credit drawn against the Revolving Facility.
The $40 million Term Loan Facility was fully drawn on August 11, 2015, in connection with the repayment of the Senior Subordinated Notes. The balance of the Term Loan Facility of $37.0 million as of June 30, 2016.
The interest rate applicable to the Revolving Facility and Term Loan Facility is LIBOR plus a margin ranging from 2.25% to 4.75% (depending on our total senior secured leverage ratio). The borrowers pay a per annum fee ranging from 0.35% to 0.70% (depending on our senior secured leverage ratio) on the undrawn portion of the commitments under the Revolving Facility.
Senior Notes
On November 20, 2012, the Company issued $300 million principal amount of 6.375% Senior Notes due 2020 (the "Senior Notes"). The Senior Notes are the Company's senior unsecured obligations and rank pari passu with all of the Company's existing and future senior unsecured indebtedness. The Senior Notes are guaranteed on a senior unsecured basis by each of the Company's existing and future subsidiaries that guarantee certain other indebtedness of the Company or another guarantor.
 
The Senior Notes bear interest at a rate of 6.375% per year, payable semi-annually in arrears on May 15 and November 15 of each year. The Senior Notes mature on November 15, 2020.
 
The Company is entitled to redeem some or all of the Senior Notes at any time on or after November 15, 2016, at the redemption prices set forth in the indenture. In addition, prior to November 15, 2016, the Company may

15

PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


redeem some or all of the Senior Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a “make whole” premium determined as set forth in the indenture. The Company is also entitled to redeem up to 35% of the aggregate principal amount of the Senior Notes before November 15, 2015 with the net proceeds from certain equity offerings at a redemption price of 106.375% of the principal amount plus accrued and unpaid interest, if any.

The indenture for the Senior Notes states that if, prior to maturity, a change in control (as defined in the indenture) of the Company occurs and thereafter certain downgrades of the ratings of the Senior Notes as specified in the indenture occur, the Company will be required to offer to repurchase any or all of the Senior Notes at a repurchase price equal to 101% of the aggregate principal amount of the Senior Notes, plus any accrued and unpaid interest. On August 17, 2015 a change in control occurred due to the Merger (see Note 2 to the Financial Statements). However, the downgrade of the ratings of the Senior Notes, as specified in the indenture, did not occur. Therefore, the Company was not and will not be required to offer to repurchase the Senior Notes as a result of the Merger.

The indenture for the Senior Notes also contains covenants that, among other things, limit the ability of the Company and certain of its subsidiaries to: (i) create liens or use assets as security in other transactions; (ii) engage in certain sale/leaseback transactions; and (iii) merge, consolidate or sell, transfer, lease or dispose of substantially all of their assets.

The indenture for the Senior Notes also contains customary events of default, including (i) failure to pay principal or interest on the Senior Notes when due and payable, (ii) failure to comply with covenants or agreements in the indenture or the Senior Notes which failures are not cured or waived as provided in the indenture, (iii) failure to pay indebtedness of the Company, any Subsidiary Guarantor or Significant Subsidiary (each, as defined in the indenture) within any applicable grace period after maturity or acceleration and the total amount of such indebtedness unpaid or accelerated exceeds $50.0 million, (iv) certain events of bankruptcy, insolvency, or reorganization, (v) failure to pay any judgment or decree for an amount in excess of $50.0 million against the Company, any Subsidiary Guarantor or any Significant Subsidiary that is not discharged, waived or stayed as provided in the indenture, (vi) cessation of any Subsidiary Guarantee (as defined in the indenture) to be in full force and effect or denial or disaffirmance by any subsidiary guarantor of its obligations under its subsidiary guarantee, and (vii) a default under the Company's Senior Subordinated Notes. In the case of an event of default, the principal amount of the Senior Notes plus accrued and unpaid interest may be accelerated.
(9)
Inventories
Inventories are comprised of the following: 
 
As of
December 31, 2015
 
As of
June 30, 2016
 
(Dollars in thousands)
Inventories:
 
 
 
Raw materials and supplies
$
66,201

 
$
60,080

Work in process
89,198

 
65,055

Finished goods
62,731

 
62,105

         Total
$
218,130

 
$
187,240

Due to decreased pricing in our graphite electrode product line, we recorded a lower of cost or market inventory adjustment of $3.5 million and $14.6 million in the three and six months ended June 30, 2016, respectively.

16

PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


(10) Interest Expense
The following tables present the components of interest expense: 
 
Predecessor
 
Successor
 
Predecessor
 
Successor
 
For the Three Months Ended June 30, 2015
 
For the Three Months Ended June 30, 2016
 
For the Six Months Ended June 30, 2015
 
For the Six Months Ended June 30, 2016
 
(Dollars in thousands)
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
Interest incurred on debt
$
4,883

 
$
4,819

 
$
9,757

 
$
9,716

Amortization of discount on Senior
   Subordinated Notes
3,261

 

 
6,468

 

Accretion of fair value adjustment on Senior Notes

 
1,571

 

 
3,134

Amortization of debt issuance costs
652

 
46

 
1,196

 
46

Total interest expense
$
8,796

 
$
6,436

 
$
17,421

 
$
12,896

Interest Rates
The Revolving Facility had an effective interest rate of 2.68% and 4.22% as of December 31, 2015 and June 30, 2016, respectively. The Term Loan Facility had an interest rate of 2.49% as of December 31, 2015 and 4.22% as of June 30, 2016. The Senior Notes have a fixed interest rate of 6.375%
(11)
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.
Product Warranties
We generally sell products with a limited warranty. We accrue for known warranty claims if a loss is probable and can be reasonably estimated. We also accrue for estimated warranty claims incurred based on a historical claims charge analysis. Claims accrued but not yet paid and the related activity within the accrual for the six months ended June 30, 2016, are presented below: 
 
(Dollars in thousands)
Balance as of December 31, 2015
$
388

Product warranty adjustments
879

Payments and settlements
(475
)
Balance as of June 30, 2016
$
792

(12)
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.

17

PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


The following tables summarize the provision for income taxes for the three and six months ended June 30, 2015 and June 30, 2016:
 
Predecessor
 
Successor
 
Predecessor
 
Successor
 
For the Three Months
Ended June 30,
 
For the Six Months
Ended June 30,
 
2015
 
2016
 
2015
 
2016
 
(Dollars in thousands)
 
(Dollars in thousands)
Tax (benefit) expense
$
1,239

 
$
(5,591
)
 
$
1,219

 
$
(5,886
)
Pretax loss
$
(15,876
)
 
$
(27,852
)
 
$
(65,420
)
 
$
(61,957
)
Effective tax rates
(7.8
)%
 
20.1
%
 
(1.9
)%
 
9.5
%
For the three and six months ended June 30, 2016, the effective tax rate differs from the U.S. statutory rate of 35% primarily due to recent losses in foreign jurisdictions where a tax benefit will be recognized, offset by recent losses in the U.S. and Switzerland where we receive no tax benefit due to a full valuation allowance and worldwide earnings from various countries taxed at different rates. The recognition of the valuation allowance does not result in or limit the Company's ability to utilize these tax assets in the future. The effective tax rate for the three and six months ended June 30, 2015 differs from the U.S. statutory rate of 35% primarily due to recent losses in the U.S. and Switzerland where we receive no tax benefit due to a full valuation allowance and worldwide earnings from various countries taxed at different rates.
As of June 30, 2016, we had unrecognized tax benefits of $3.9 million, $3.1 million of which, if recognized, would have a favorable impact on our effective tax rate.
We file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. All U.S. federal tax years prior to 2012 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 2009.

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.
(13)
Derivative Instruments
We use derivative instruments as part of our overall foreign currency and commodity risk management strategies to manage the risk of exchange rate movements that would reduce the value of our foreign cash flows and to minimize commodity price volatility. Foreign currency exchange rate movements create a degree of risk by affecting the value of sales made and costs incurred in currencies other than the U.S. dollar.
Certain of our derivative contracts contain provisions that require us to provide collateral. Since the counterparties to these financial instruments are large commercial banks and similar financial institutions, we do not believe that we are exposed to material counterparty credit risk. We do not anticipate nonperformance by any of the counter-parties to our instruments. Our derivative risk management strategy has not resulted in a material impact to our financial results in 2015 or 2016. Our derivative assets and liabilities are included within "Prepaid expenses and other current assets" and "Other current liabilities" on the Condensed Consolidated Balance Sheets and effects of these derivatives are recorded in revenue, cost of goods sold and other expense (income) on the Condensed Consolidated Statements of Operations.
Foreign currency derivatives

18

PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


We enter into foreign currency derivatives from time to time to attempt to manage exposure to changes in currency exchange rates. These foreign currency instruments, which include, but are not limited to, forward exchange contracts and purchased currency options, attempt to hedge global currency exposures such as foreign currency denominated debt, sales, receivables, payables, and purchases. Forward exchange contracts are agreements to exchange different currencies at a specified future date and at a specified rate. There was no ineffectiveness on these contracts designated as hedging instruments during the six months ended June 30, 2015 and 2016, respectively.
In 2015 and 2016, we entered into foreign currency derivatives denominated in the Mexican peso, South African rand, Brazilian real, euro and Japanese yen. These derivatives were entered into to protect the risk that the eventual cash flows resulting from commercial and business transactions may be adversely affected by changes in exchange rates between the U.S. dollar and the Mexican peso, euro and Japanese yen. As of June 30, 2016, we had outstanding Mexican peso, euro, and Japanese yen currency contracts with an aggregate notional amount of $33.2 million. The foreign currency derivatives outstanding as of June 30, 2016 have maturities that range from July, 2016 to September, 2016.
Commodity derivative contracts
We periodically enter into derivative contracts for certain refined oil products and natural gas. These contracts are entered into to protect against the risk that eventual cash flows related to these products may be adversely affected by future changes in prices. As of June 30, 2016, we had no outstanding derivative swap contracts for refined oil products or natural gas.
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 $11.8 million and $12.5 million as of December 31, 2015 and June 30, 2016, respectively. Within the currency translation adjustment portion of other comprehensive income, we recorded a gain of $0.1 million for the three months ended June 30, 2015, and we incurred no gain or loss in three months ended June 30, 2016, resulting from these net investment hedges. We recorded a gain of $0.8 million in the six months ended June 30, 2015 and a loss of $0.6 million in the six months ended June 30, 2016 within other comprehensive income related to theses hedges.
(14)
Guarantor Information

On November 20, 2012, GrafTech International Ltd. (the “Parent”) issued $300 million aggregate principal amount of Senior Notes. The Senior Notes mature on November 15, 2020 and bear interest at a rate of 6.375% per year, payable semi-annually in arrears on May 15 and November 15 of each year. The Senior Notes have been guaranteed on a senior basis by the following wholly-owned direct and indirect subsidiaries of the Parent: GrafTech Finance Inc., GrafTech Holdings Inc., GrafTech USA LLC, Seadrift Coke LLP, Fiber Materials, Inc., Intermat, GrafTech Global Enterprises Inc., GrafTech International Holdings Inc., GrafTech DE LLC, GrafTech Seadrift Holding Corp, GrafTech International Trading Inc., GrafTech Technology LLC, GrafTech NY Inc., and Graphite Electrode Network LLC.

    The guarantors of the Senior Notes, solely in their respective capacities as such, are collectively called the “Guarantors.” Our other subsidiaries, which are not guarantors of the Senior Notes, are called the “Non-Guarantors.”
 
    All of the guarantees are unsecured. All of the guarantees are full, unconditional (subject to limited exceptions described below) and joint and several. Each of the Guarantors are 100% owned, directly or indirectly, by the Parent. All of the guarantees of the Senior Notes continue until the Senior Notes have been paid in full, and payment under such guarantees could be required immediately upon the occurrence of an event of default under the Senior Notes. If a Guarantor makes a payment under its guarantee of the Senior Notes, it would have the right under certain circumstances to seek contribution from the other Guarantors.

The Guarantors will be released from the guarantees upon the occurrence of certain events, including the following:  the unconditional release or discharge of any guarantee or indebtedness that resulted in the creation of the

19

PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


guarantee of the Senior Notes by such Guarantor; the sale or other disposition, including by way of merger or consolidation or the sale of its capital stock, following which such Guarantor is no longer a subsidiary of the Parent; or the Parent's exercise of its legal defeasance option or its covenant defeasance option as described in the indenture applicable to the Senior Notes.  If any Guarantor is released, no holder of the Senior Notes will have a claim as a creditor against such Guarantor. The indebtedness and other liabilities, including trade payables and preferred stock, if any, of each Guarantor are effectively senior to the claim of any holders of the Senior Notes.

Investments in subsidiaries are recorded on the equity basis.

    The following tables set forth condensed consolidating balance sheets as of December 31, 2015 and June 30, 2016 and condensed consolidating statements of operations and comprehensive income and statements of cash flows for the three months ended March 31, 2015 (Predecessor) and 2016 (Successor) of the Parent Guarantors and the Non-Guarantors.


20

PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


CONDENSED CONSOLIDATING BALANCE SHEETS
As of December 31, 2015
(in thousands)
 
 
 
 
 
 
 
 
Consolidating
 
 
 
 
 
 
 
 
Non-
 
Entries and
 
 
 
 
Parent
 
Guarantors
 
Guarantors
 
Eliminations
 
Consolidated
 ASSETS
 
 
 
 
 
 
 
 
 
 
 Current Assets:
 
 
 
 
 
 
 
 
 
 
    Cash and cash equivalents
 
$

 
$
646

 
$
6,281

 
$

 
$
6,927

    Accounts receivable - affiliates
 
51,592

 
9,803

 
19,505

 
(80,900
)
 

    Accounts receivable - trade
 

 
7,599

 
74,791

 

 
82,390

    Inventories
 

 
54,613

 
163,517

 

 
218,130

    Prepaid and other current assets
 

 
7,913

 
13,244

 

 
21,157

    Current assets of discontinued operations
 

 
81,638

 
17,520

 
(877
)
 
98,281

      Total current assets
 
51,592

 
162,212

 
294,858

 
(81,777
)
 
426,885

 
 
 
 
 
 
 
 
 
 
 
 Investment in affiliates
 
1,068,027

 
668,113

 

 
(1,736,140
)
 

 Property, plant and equipment
 

 
209,633

 
341,530

 

 
551,163

 Deferred income taxes
 

 

 
15,326

 

 
15,326

 Goodwill
 

 
72,399

 
99,660

 

 
172,059

 Notes receivable - affiliate
 

 
46,074

 

 
(46,074
)
 

 Other assets
 

 
79,367

 
73,246

 

 
152,613

 Long-term assets of discontinued operations
 

 
99,457

 
4,518

 

 
103,975

      Total Assets
 
$
1,119,619

 
$
1,337,255

 
$
829,138

 
$
(1,863,991
)
 
$
1,422,021

 
 
 
 
 
 
 
 
 
 
 
 LIABILITIES AND
STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
 
 Current Liabilities:
 
 
 
 
 
 
 
 
 
 
    Accounts payable - affiliate
 
$
159

 
$
71,099

 
$
9,642

 
$
(80,900
)
 
$

    Accounts payable - trade
 

 
11,191

 
28,956

 

 
40,147

    Short-term debt
 

 
4,636

 
136

 

 
4,772

    Accrued income and other taxes
 

 
2,824

 
3,109

 

 
5,933

    Rationalizations
 

 
995

 
200

 

 
1,195

    Other accrued liabilities
 
2,444

 
4,847

 
13,703

 

 
20,994

    Short-term liabilities of discontinued operations
 

 
18,384

 
5,575

 
(877
)
 
23,082

         Total current liabilities
 
2,603

 
113,976

 
61,321

 
(81,777
)
 
96,123

 
 
 
 
 
 
 
 
 
 
 
 Long-term debt - affiliate
 
38,661

 

 
7,413

 
(46,074
)
 

 Long-term debt - third party
 
267,827

 
93,758

 
870

 

 
362,455

 Other long-term obligations
 

 
60,508

 
33,810

 

 
94,318

 Deferred income taxes
 

 
248

 
57,182

 

 
57,430

 Long-term liabilities of discontinued operations
 

 
738

 
429

 

 
1,167

 Stockholders' equity
 
810,528

 
1,068,027

 
668,113

 
(1,736,140
)
 
810,528

   Total Liabilities and Stockholders' Equity
 
$
1,119,619

 
$
1,337,255

 
$
829,138

 
$
(1,863,991
)
 
$
1,422,021

 
 
 
 
 
 
 
 
 
 
 



21

PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


CONDENSED CONSOLIDATING BALANCE SHEETS
As of June 30, 2016
(in thousands)
 
 
 
 
 
 
 
 
Consolidating
 
 
 
 
 
 
 
 
Non-
 
Entries and
 
 
 
 
Parent
 
Guarantors
 
Guarantors
 
Eliminations
 
Consolidated
 ASSETS
 
 
 
 
 
 
 
 
 
 
 Current Assets:
 
 
 
 
 
 
 
 
 
 
    Cash and cash equivalents
 
$

 
$
737

 
$
12,672

 
$

 
$
13,409

    Accounts receivable - affiliates
 
51,592

 
3,657

 
12,696

 
(67,945
)
 

    Accounts receivable - trade
 

 
8,642

 
71,817

 

 
80,459

    Inventories
 

 
44,003

 
143,237

 

 
187,240

    Prepaid and other current assets
 

 
8,146

 
15,488

 

 
23,634

    Current assets of discontinued operations
 

 
79,908

 
18,008

 
(5,043
)
 
92,873

      Total current assets
 
51,592

 
145,093

 
273,918

 
(72,988
)
 
397,615

 
 
 
 
 
 
 
 
 
 
 
 Investment in affiliates
 
928,091

 
632,784

 

 
(1,560,875
)
 

 Property, plant and equipment
 

 
201,677

 
335,621

 

 
537,298

 Deferred income taxes
 

 

 
18,476

 

 
18,476

 Goodwill
 

 
70,399

 
100,718

 

 
171,117

 Notes receivable - affiliate
 

 
55,999

 

 
(55,999
)
 

 Other assets
 

 
75,300

 
72,467

 

 
147,767

      Total Assets
 
$
979,683

 
$
1,181,252

 
$
801,200

 
$
(1,689,862
)
 
$
1,272,273

 
 
 
 
 
 
 
 
 
 
 
 LIABILITIES AND
STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
 
 Current Liabilities:
 
 
 
 
 
 
 
 
 
 
    Accounts payable - affiliate
 
$
236

 
$
64,294

 
$
3,415

 
$
(67,945
)
 
$

    Accounts payable - trade
 

 
8,178

 
37,055

 

 
45,233

    Short-term debt
 

 
11,341

 
5,141

 

 
16,482

    Accrued income and other taxes
 

 
1,109

 
4,453

 

 
5,562

    Rationalizations
 

 
384

 
17

 

 
401

    Other accrued liabilities
 
2,444

 
6,190

 
16,429

 

 
25,063

    Liabilities of discontinued operations
 

 
17,006

 
7,352

 
(5,043
)
 
19,315

         Total current liabilities
 
2,680

 
108,502

 
73,862

 
(72,988
)
 
112,056

 
 
 
 
 
 
 
 
 
 
 
 Long-term debt - affiliate
 
48,586

 

 
7,413

 
(55,999
)
 

 Long-term debt - third party
 
270,961

 
87,105

 
5,909

 

 
363,975

 Other long-term obligations
 

 
57,305

 
33,872

 

 
91,177

 Deferred income taxes
 

 
249

 
47,360

 

 
47,609

 Stockholders' equity
 
657,456

 
928,091

 
632,784

 
(1,560,875
)
 
657,456

   Total Liabilities and Stockholders' Equity
 
$
979,683

 
$
1,181,252

 
$
801,200

 
$
(1,689,862
)
 
$
1,272,273

 
 
 
 
 
 
 
 
 
 
 



22

PART I (CONT'D)
GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Three Months ended June 30, 2015 (Predecessor)
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidating
 
 
 
 
 
 
 
 
Non-
 
Entries and
 
 
 
 
Parent
 
Guarantors
 
Guarantors
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 Sales - affiliates
 
$

 
$
51,654

 
$
15,503

 
$
(67,157
)
 
$

 Sales - third party
 

 
30,045

 
95,764

 

 
125,809

    Net sales
 

 
81,699

 
111,267

 
(67,157
)
 
125,809

 Cost of sales
 

 
69,923

 
108,825

 
(67,157
)
 
111,591

      Gross profit
 

 
11,776

 
2,442

 

 
14,218

 
 
 
 
 
 
 
 
 
 
 
 Research and development
 

 
1,150

 

 

 
1,150

 Selling and administrative expenses
 

 
8,301

 
11,408

 

 
19,709

 Rationalizations
 

 
(29
)
 
3

 

 
(26
)
      Operating (loss) income
 

 
2,354

 
(8,969
)
 

 
(6,615
)
 
 
 
 
 
 
 
 
 
 
 
 Other expense (income), net
 

 
457

 
276

 

 
733

 Interest expense - affiliate
 

 
145

 

 
(145
)
 

 Interest expense - third party
 
8,220

 
459

 
117

 

 
8,796

 Interest income - affiliate
 
(145
)
 

 

 
145

 

 Interest income - third party
 

 

 
(268
)
 

 
(268
)
 Income (Loss) from
  continuing operations before
   provision for income taxes
 
(8,075
)
 
1,293

 
(9,094
)
 

 `
(15,876
)
 
 
 
 
 
 
 
 
 
 
 
 Provision for income taxes
 

 
(4,043
)
 
5,282

 

 
1,239

 Equity in loss from
continuing operations of subsidiary
 
(9,040
)
 
(14,376
)
 

 
23,416

 

      Net (loss) income from
continuing operations
 
(17,115
)
 
(9,040
)
 
(14,376
)
 
23,416

 
(17,115
)
 
 
 
 
 
 
 
 
 
 
 
Loss from discontinued
     operations, net of tax
 

 
(4,340
)
 
(1,362
)
 

 
(5,702
)
Equity in loss from discontinued operations of subsidiary

 
(5,702
)
 
(1,362
)
 

 
7,064

 

      Net (loss) income from
discontinued operations
 
(5,702
)
 
(5,702
)
 
(1,362
)
 
7,064

 
(5,702
)
 
 
 
 
 
 
 
 
 
 
 
      Net loss
 
$
(22,817
)
 
$
(14,742
)
 
$