Brookfield Asset Management Ltd. (BAM) Q1 2015 Earnings Report, Transcript and Summary

Ladies and gentlemen, thank you for standing by, and welcome to the GrafTech First Quarter Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. [Operator instructions] Thank you. I will now turn the call over to Kelly Taylor, Director of Investor Relations. Please go ahead.

Thank you, Larry. Good morning and welcome to GrafTech International's first quarter 2015 conference call. On the call with me today is GrafTech’s Chief Executive Officer, Joel Hawthorne and Chief Financial Officer, Erick Asmussen. We issued our earnings release yesterday. If you didn’t receive a copy, please contact Marie Noar at 216-676-2160 and she’ll be happy to email a copy to you. As a reminder, some of the matters discussed during this call may include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including terms related to the letters of intent that will be discussed on the call. Please note the cautionary language about our forward-looking statements as well as the cautionary language regarding our potential investments and tender offer contained in our press releases. That same language applies to this call. Also, to the extent that we discuss any non-GAAP financial measures, you will find reconciliations in our press release that is posted on our website at www.graftech.com in the Investor Relations section. In particular, on this call we will be discussing for the periods reported the non-GAAP financial items of EBITDA and adjusted operating income. For your reference, a replay of the call will be available on our website. At this time, I’d like to turn the call over to Joel.

Thank you, Kelly. Good morning everyone and thanks for joining the GrafTech call today. Today I will review the company’s first quarter results, provide an update on the current business conditions and our 2015 outlook. After reviewing that, as you saw in our press releases yesterday, we’re very pleased to announce we have letters of intent with Brookfield Capital Partners, an affiliate of Brookfield Asset Management for potential strategic investment. I will discuss this in some more detail after we review the first quarter results. For Q1, total company sales were $207 million, a decrease of 26% year-over-year. EBITDA, excluding special charges, came in at $17 million compared to adjusted EBITDA of $33 million in the first quarter of 2014. Despite successful execution of our previously announced cost savings initiatives, EBITDA declined due to lower shipment volumes and pricing pressures in both of our operating segments. Operating cash flow for the quarter was $23 million, up slightly compared to $22 million in the first quarter of 2014. Turning to our segments. In our Industrial Materials segment, sales were $165 million in the first quarter, a decrease of 25% year-over-year and a 20% reduction versus the fourth quarter of 2014. In the first quarter, we recorded a $35 million non-cash impairment charge against the remaining goodwill associated with the Seadrift business unit resulting from a further price decline for needle coke. These price declines will begin impacting our results in the second quarter of 2015. And unfortunately, the previously anticipated savings from lower oil prices will now be offset by lower graphite electrode prices and volumes. As I said before, we continue to believe needle coke serves as a valuable differentiator in determining electrode quality and the backward integration Seadrift provides supply chain synergies and economic advantages, which we’ll continue to optimize. Adjusted operating income for the segment was $11 million in the first quarter of 2015 as compared to $19 million in the first quarter of 2014 and $22 million in the fourth quarter of 2014. The decline in operating income was largely driven by lower graphite electrode volumes in response to weaker customer utilization rates, lower realized graphite electrode pricing and unfavorable currency exchange rate fluctuations. Graphite electrode volumes declined 7% year-over-year to 43,000 metric tons in the first quarter of 2015. This compares to 47,000 metric tons shipped in the fourth quarter of 2014. Our graphite electrode facilities ran at a similar rate approximately 86% as compared to the fourth quarter, approximately 7% lower than the first quarter of 2014. We expect operating rate to decline through remainder of this year in response to the softer demand. Operating rates on average for the full year will be approximately 80%. In the first quarter of 2015, our cost savings programs, lean rationalization initiatives and SG&A reductions improved operating income by $10 million. However, these savings were offset by unfavorable currency rate fluctuation, and as I mentioned, declines in volume and price of graphite electrodes. Our needle coke facility continues to run in excess of 95% of capacity and we expect to continue that the whole year. We continue to build our 2015 graphite electrode book. We currently have about 75% of our revised targeted graphite electrode volumes booked. As you know graphite electrode sales have been significantly impacted by price declines. In the first quarter of 2015, average graphite electrode prices, excluding the impact of currency exchange fluctuations were down approximately 5% year-over-year. Looking ahead, we expect prices, excluding currency for the first half will be down approximately 7% to 8% year-over-year. Turning to our Engineered Solutions segment. For them, sales in the first quarter declined 32% to $42 million compared to the prior-year period of $54 million and $54 million in the fourth quarter of 2014. During the quarter, we reported an adjusted operating loss of $1 million as compared to adjusted operating income of $6 million in the first quarter of 2014. This compares to a $4 million profit in the fourth quarter of 2014. The year-on-year decline was primarily driven by lower sales volumes in our advanced graphite material product line. The first quarter of 2014 included $10 million of advanced graphite material sales to a customer that declared bankruptcy later in 2014. Sales in our advanced electronic technology business were also weaker in Q1 of 2015, mainly due to competitive pressures in consumer electronics supply chain, which resulted in lower prices and volumes. In the first quarter of 2015, our cost saving programs, lean rationalization initiatives and SG&A reductions improved Engineered Solutions operating income by approximately $2 million. However, these savings were offset by production inefficiencies due to the low volumes and price pressure we experienced. Looking at company overhead, total company SG&A and R&D expenses continued to decline as we aggressively reduced costs in a difficult operating environment. Overhead expense in the quarter, excluding special charges of $3 million declined approximately $7 million or 21% to $26 million in the first quarter of 2015. Included in these savings is a reduction of corporate R&D and other expenses of $2 million or more than 15% year-over-year. We are on track to achieve our targeted corporate cost savings initiatives announced last September. Turning to our balance sheet. At the end of Q1 2015, we had $370 million of availability on our revolving credit facility, of which we had utilized $41 million leaving $329 million on unused borrowing capacity on this facility. In addition, as we announced last quarter, we have a $40 million delayed draw term loan facility to be used in connection with repayment of our senior subordinated notes. As we announced yesterday, we have entered into a letter of intent to potentially issue a $150 million of preferred equity to an affiliate of Brookfield Asset Management. If the equity investment occurs, we plan to use the proceeds along with our delayed draw term loan and a small amount of our revolving credit facility to repay our $200 million senior subordinated notes, which are due in November of this year. We remain focused on driving free cash flow and lowering our debt-to-EBITDA ratio to our long-term target of less than three times. On a related note, we’re making excellent progress towards our goal of reducing working capital. As we reduced inventory by nearly $80 million in 2014, we continued the trend and another $12 million here in the first quarter of 2015. We continue to expect a total reduction of approximately $50 million in 2015. Now let me turn to the outlook and remainder of 2015. As highlighted in our press release, the overall economic environment is expected to improve moderately in 2015. The IMF projects global GDP growth of 3.5%. In its report, the IMF states that advanced economies growth prospects are likely to continue to improve due to lower oil prices, while emerging economy growth trends are projected to be weaker. In the United States, the IMF reduced its estimate for economic growth to little over 3% in 2015. That is down from its January forecast of 3.6% given the stronger US dollar. The Chinese economy is expected to grow at 6.8% this year, a sharp deceleration from last year’s 7.4% expansion, which previously had marked the slowest growth in China in two decades. Global steel customer sentiment has become more negative. In light of weaker end-market demands, certain steel consuming sectors and geographies, and continued high export levels from China, global utilization rates are lower. In its April 21, 2015 report, the World Steel Association or WSA forecast slower growth in global steel demand and reduces expectations for 2015 global steel consumption to essentially be flat. WSA reported that global steel production declined approximately 2% in the first quarter of 2015 as compared to the same period in the prior year. WSA also reported that in the US, which had been a stronger market throughout 2014 has seen steel production decline approximately 8% year-over-year resulting in weaker-than-expected customer first quarter results. WSA also reported that steel production declined approximately 3% year-over-year in the month of March. Steel production in 10 of the Top 15 steel producing countries, which represent a large share of EAF production declined approximately 10% year-over-year in the month of March. Given the shift in customer sentiment and the resulting reduction in demand, pricing and volume in company’s Industrial Materials segment have become increasingly challenging. As I mentioned earlier, the company’s 2015 graphite electrode order book continues to be built with approximately 75% of our revised target order volumes confirmed. Pricing remains under pressure for both graphite electrodes and needle coke. Based on the current order bookings, we expect average graphite electrode price to decline approximately 7% to 8% in the first half of 2015, excluding the impact of currency. Foreign rate exchanges, especially euro have weakened against US dollar placing pressure on revenues. Additionally, consistent with our September announcement of last year, we are reducing our graphite electrode production to maximize our efforts to right-size our inventory and match market demand. In our Engineered Solutions segment, pricing for products is lower due to competitive pressures, especially in advanced consumer electronics supply chain. While we are facing some market headwinds in Engineered Solutions segment, we continue to optimize our product portfolio and introduce new innovative products that differentiate GrafTech in the marketplace. This is especially in areas of the business that are becoming increasing competitive. We continue to drive out cost to improve profitability and return operating income margins back to targeted levels in the near term. At the same time, we will continue to innovate as we have more than 20 focused projects in active development to create long-term growth in Engineered Solutions. The Company's previously announced costs savings programs remain on track. We realized approximately $14 [ph] million of cost savings in the first quarter of 2015 and on track to deliver $50 million of cash savings to benefit 2015 EBITDA results. Recall that these savings are part of our previously announced cost savings programs totaling over $120 million, $100 million of which directly improves EBITDA. However, these savings will not fully offset the decline in pricing and volumes we have seen across both business segments this year. Based on these conditions, the Company is revising its expectations for the first half of 2015 and does not expect a significant improvement in results in the second half of this year. We are targeting first half EBITDA to be in a range of $30 million to $40 million and operating cash flow in the first half of the year to be in a range of $30 million and $40 million also, with approximately $10 million to $15 million of cash rationalization charges. Approximately half of this revision is the result of lower volumes and cost absorption due to lower production in our Industrial Materials segment with the balance of the reduction resulting from lower pricing and volumes in Engineered Solutions segment. We continue to balance the economic trade-offs between price and volume to maximize EBITDA and right size our balance sheet inventory levels. In addition to the cost savings programs, we're taking a number of actions to improve cost structure, align production range for market demand in response to the current environment. These actions include; reducing graphite electrode operating rates further to align production to lower customer demand and continue to reduce inventory. With this, we're implementing a furlough at our U.S. graphite electrode manufacturing facility in response to the weakening demand in North America. We are realigning our advanced graphite materials production platform to include relocation and consolidation of production processes to optimize efficiencies and reduce cost. In our advanced electronics technology division, we are reducing our staff by approximately 10%. We will continue to streamline overhead costs as needed. We are aggressively managing working capital and reducing inventory by $50 million in 2015 as I mentioned. We are also reducing planned capital expenditures by an additional $5 million, a total year-over-year reduction of approximately $25 million. This brings our estimate for capital expenditures in 2015 to range of $55 million to $65 million for the year. No doubt 2015 will be a difficult year as we continue to face market headwinds. As we work through this temporary market dislocation in global graphite electrodes and needle coke, our team remains as focused as ever on executing our strategy and controlling what we can control. With that, let me move to our announcements with Brookfield. First, as we announced yesterday, our Board of Directors has unanimously approved entering into a letter of intent regarding the potential sale of $150 million of 7% convertible preferred shares in a private offering to an affiliate of Brookfield Asset Management. Brookfield Asset Management is a global alternative asset manager with more than $200 billion of assets under management. Brookfield is a disciplined long-term investor with a long history and successful track record in the steel, mining, metals, and other industrial sectors. Brookfield's interest demonstrates confidence in GrafTech's strategy, market position and long-term prospects. This strategic investment would strengthen our capital structure and provide us with the increased financial flexibility to continue executing on our strategy and position the Company for continued success. Over the last 18 months, we have taken many actions to position the company for growth and to weather the storm. This investment would be another example of this commitment. Brookfield's shares are a focus of executing a strategy that allows GrafTech to manage through intensifying industry challenges in preparation for a cyclical upturn. While we continue to face considerable industry challenges, we have made significant progress in delivering differentiated products to our customers, optimizing our portfolio, efficiently managing costs and optimizing the balance sheet. We remain committed to these objectives. We look forward to developing our relationship with Brookfield in optimizing our operational and financial performance. In addition, the Board also unanimously approved entering into a letter of intent contemplating a potential tender offer by Brookfield to purchase shares of GrafTech common stock at a purchase price of $5.05 per share. This price represents a proposed premium of 26% based on the average closing price of the last 60 trading days ending April 28th, 2015. This tender offer, if it occurs, is intended to provide GrafTech stockholders the option to choose immediately liquidity at a premium or to participate in GrafTech as a stockholder following the closing of the tender offer, subject to tender offer provisions with the benefit of Brookfield sponsoring going forward or a stockholder may choose to accept the combination of both cash and continued ownership of GrafTech shares. The tender offer would be conditioned upon at least approximately 15% of the outstanding shares being tendered and not withdrawn. And if the tender offer occurs and more than 75% of the outstanding shares are tendered and not withdrawn, it is expected that the remaining shares will be acquired at the same price through a merger transaction. As for the next step, GrafTech and Brookfield intent to negotiate and execute definitive agreements regarding both the possible convertible preferred issuance and the potential tender offer in the near term. It's important to note that, there can be no guarantee at this time that either of these transactions with Brookfield that we have discussed today will be completed. In order to give adequate opportunity to the GrafTech stockholders to consider the choices expected to be presented by the tender offer; our Board has decided to postpone GrafTech's 2015 Annual Meeting to a later date. With that, that concludes my prepared remarks and Lori, I will now like to open up the call for any questions.

[Operator Instructions] Our first question comes from the line of Luke Folta of Jefferies.

Good everyone.

Good morning Luke.

A number of questions here but I guess first just regarding the tender offer. Can you give us some background in terms of the evolution of how this idea was generated and I guess, I'm specifically interested in understanding whether or not there has been or whether or not that you think there could be potential interest from other strategic industry players in terms of -- if you can mention if there have been any discussions or just your whole thought process on that?

I'll just mention as we mentioned before, the Company had to look in at various alternatives for the capital structure of the Company, we talked about that late last year, we obviously looked at the alternatives, you saw bank amendment and the refinancing we did at March 2nd. So we're continuing to look at obviously to have the balance sheet capital structure in place. So obviously, as part of that process, you looked at obviously alternatives of private or public type arrangements and that was one contemplated. On the process, obviously the Board went through many discussions looking at industry conditions, short term, long term prospects, options in front of the Company regarding to the capital structure, impact of any financing both short term and long term and obviously made the conclusion it did on the convertible preferred as a way that provides the benefits -- for the benefit of all shareholders. On regard to the next step, the tender offer, I guess what I'll say there is, what we'll do is obviously there will be a process and documentation that will come out and when that comes out, they will be described what a process the Company will undergo, but at this time, probably too early to talk about that as the Company and Brookfield will finalize the LOIs.

Okay. And then just in terms of the potential timing around that, I understood standing [ph], there of course has to be shareholder approval on GrafTech side but in terms your discussions with Brookfield, how should we think about the timeline of eventual formal tender offer being announced?

Yeah, let me first start with the convertible preferred in the pecking order that will be the first one that will work to conclude and I think the objective for both parties is to conclude that in short order. So both parties will continue to work on documentation to get that completed up first. After that completed, then the company working with Brookfield will look at the tender offer documentation and again, I would expect again right after the convertible preferred is completed in short order, you would see that documentation being filed. So that would be the intention of both parties.

Okay. And I guess, focusing on the tender but, in the event of a partial tender below the 75% threshold, I'm interested in understanding what the cost of bonds would be in that scenario from Brookfield? Can you give us any estimate there?

Well, let me give you again, you're right, if our shareholders and this is what the Board thought through very carefully is providing the shareholders as I mentioned an option, so it has to get over 15% of our common shareholders to go forward. The Board very carefully considered that not any of our current shareholder base can trigger, it has to be a combination of shareholders to get to over the 15%. The Board also carefully weighed the 75% level of what made sense for shareholders to speak. So, you’re right, anywhere in between the 50% and 75%, the shareholder have a choice to continue to participate with Brookfield as GrafTech will still remain a public company. With that, obviously, you’re participating for depending on what percent it goes to, you’re participating with Brookfield and there are certain rights that will go on for the shareholders that will be obviously filed in documentation as we move forward that will protect them.

Last question and I’ll turn it over. Just on some of the operations, the ES results were obviously depressed in the quarter, sales down quite a bit, generating some losses in that business. Can you just discuss what’s going on there, specifically from a competitive perspective? Is there scenario where you think this market has been structurally changed in a way that it’s unlikely that -- I guess what do you think -- when you think of the long-term earnings power of this business, how do you think competitive dynamics have changed and how should we think about that opportunity a couple years out?

Yeah, absolutely. Look, there is no doubt we have the four business units in there. The largest of which is our advanced electronics technology, which is the consumer electronics that will supply into that market and clearly, there are some competitive forces. Technology is key and innovation is key. I’d say the consumer electronics space is kind of turning out to a point of where the supply chain is the little saturated with the current technology, but our team is again continuing to move forward as I mentioned to develop new products for those applications, some of which were beginning to roll out, some of which will come out later this year or in the next year. So, we still see -- and again, the consumer electronics space, a lot of opportunity. We still see the market potential. We just hit a spot here where the technology introductions haven’t gone as fast as the market has changed in that supply chain. So, still feel we have some potential moving forward. And the other large business in there, which is our advanced graphite materials business, it has come under very similar to the graphite electrode business under intense pressure for prices and volume, because that’s a very industrial base business, the core of it. The developments that we’re working on and we talk a lot about hot furnace’s high temperature applications and again the main one as I mentioned in the notes last year and in this year, some of those efforts have slowed down because of the development. So, that business again is posting some challenges that we’ll continue to look at going forward.

Any reasons to expect improvement from the first quarter run rate through the remainder of this year just given the challenges that are out there?

Yeah, I would say, again as we look forward for Engineered Solutions, we may see some slight improvement, but again, based on what we see, that’s what we said, the second half will be very similar to what we see in the first half with marginal improvements in both business units.

Thanks, Joel. I’ll get back in line.

Thanks, Luke.

Your next question comes from the line of Edward Marshall of Sidoti & Company.

Good morning, guys, how are you?

Good morning.

So, I guess on the letters of intent first, I want to be clear on a few things. First, is it one or the other on these letters of intent or do you anticipate going through with the preferred, no matter what?

Yeah, again, first, you’re correct, both are separate. So, there is a letter of intent for the convertible preferred and again, as I mentioned, that one is we’ll look to get final documentations done and short ordered for that. The tender offer, obviously, it will be up for the shareholders. The shareholders will decide, again, the Board considered the idea and a lot of discussion on providing the shareholders with an option at this time, especially in light of the core business issues that we see and the challenges this year. So, the shareholder will have the option to decide that and as I mentioned, if the shareholders’ 15% of the common share do not vote, then the tender offer will not move forward. If it’s over 15%, then the tender offer will move forward. And again, we’ll work on final documentation of that as soon as we complete the convertible preferred.

And just out of -- just to be clear, it’s a cash offer on the tender, correct?

Correct. Cash offer to the shareholders.

Okay. And so, I mean, obviously Brookfield has done quite a bit of due diligence based on some of the comments that were in the letters last night and I’m curious, what do they see? I mean -- what do they see with the value of the business? Obviously, they see something that’s relatively attractive here that they want to own. And I’m curious maybe you can share those thoughts with some of the investor base here, because I mean, theoretically, you’re potentially selling or would be selling -- shareholders would be selling rather a large chunk of the company at what you would say is kind of a trough kind of price. I’m wondering what kind of value that they see here, maybe you can kind of share some of those thoughts.

Well, again, I’ll just comment like you said on the diligence and what they saw in the diligence process and again, I’ll start from the convertible preferred perspective and that investment. And again, I’d say, as they said in their comments in the public release through the diligence they did both financial and operational, they had visited the majority of our sites especially on the Industrial Materials side. I think they found as they mentioned through our lean manufacturing and management systems, a well-run organization. I think they found that also through their diligence that the cycle was challenging and difficult at this time and overall, obviously, they showed the commitment based on that to say, hey, we’re going to invest $150 million into the Company in the convertible preferred. I think also, what they saw is, as the tender offer is, hey, if the shareholder decides, right, this is what the shareholders have to weigh, here is an opportunity to make an assessment for the shareholders. Again, I can’t speak -- I can tell you from the Board perspective what they weighed on looking at value is obviously again, considering industry and market conditions, both short-term and long-term prospects for Engineered Solutions segment with the project that we have undergoing, looking again at options for the Company, valuation parameters that you weigh in that, impact of the convertible preferred short -- financing short-term and long-term, and all that is weighed into decide from at least the Board’s perspective, if the tender offer at that price makes sense to move forward. So again, what the Board concluded and what we’re trying to outline for all the shareholders is that the tender offer provides an option for shareholders obviously to either continue on with Brookfield with their sponsorships or liquidate for the cash or a combination and that’s what the Board concluded that it provided flexibility for our shareholder base.

Is the Board intention to give shareholders the option on the preferred shares at all as far as approval of that, because essentially the credit facility that you put in place, the adjustments you’ve made in the fourth quarter, the term moments that you brought out, I mean, do you really need the cash infusion today for the core business in order to kind of make it through what I’d call the trough?

Obviously, the Board assessed and we looked at our leverage coming out of Q1 where we were. As I mentioned on the call, our long-term objective is to get our leverage down to three times. We were five times levered. You are correct that we, with the financing of the bank arrangements and we looked out for 2016 as I mentioned with liquidity, we were there, but the thing you look at is you don’t want to position the Company where the liquidity gets too tight and your options become fewer. So, I think the Board prudently looked at all options not looking ahead beyond just the current year, looking at 2016, 2017 and beyond that and just making an assessment of what is in the best interest for the capital structure at this time. And so, making that assessment decided that again options of public alternatives, private alternatives, all options weighed, both equity and debt, obviously came to the conclusion that the convertible preferred that Brookfield is a good partner to move forward. To your question of shareholder vote, the convertible preferred, 19.9% of it which is -- is obviously moving forward. The other small piece of it, obviously will be up to shareholder approval at the right time.

Got you. And then, I guess back to the business if I can, we spend a lot of time on what’s, I guess -- what’s non-core of the business, but when I look at maybe the guidance and obviously, we’ve heard all those comments in the steel industry and we know the electrodes are weak and you heard from I guess one of your largest competitors in Europe yesterday and there is somewhat of a disconnect between kind of some of the commentary on that and the two releases. I’m just kind of see if you can kind of parsed it out together, but specifically, demand stabilizing at a low level and significant improvement in EBITDA in the second half. I’m wondering maybe if they’ve done more on the cost side of the business, have they been little bit more proactive and what’s the disconnect maybe between the two languages in the press release, because you’ve seemed a little bit darker than what they have provided?

I can only speak for us and the actions that we’re taking and again, Ed, as you’ve seen, we’ll continue to take the cost actions and initiatives that we have announced, we’re continuing to look at that. Our cost initiatives are on track from what we’ve announced and what we’re doing and we feel very comfortable. Just from our perspective and what we see from the market conditions, the market is challenging. As I mentioned, in the month of March, ten of the 15 steel producing countries, which are the large EAF producing countries, operating rates are down or demand is down 7%. As I mentioned, which is one -- everyone has mentioned is China steel exports, which as we all know, China is a large integrated production country exporting large quantity is having an impact on EAF operations outside of China. And we are seeing that impact from our customer base. So we gauged it on the seven of our customer base. Obviously we haven't guided for the full year. In the second half we only provided first half and the qualitative comments are, we do not expect to see that much of improvement. Well, there will be some improvement in, again, underlying volumes and things like that, possibly we are just trying to give a tone that we don't see a large material improvement in the second half and the first half, again, unlike our tone back in March. We definitely have seen the market move and we are reacting and adjusting to that. So that's just the perspective we see from what are our view of the market.

I guess ask maybe slightly a different way as well, but a similar response. Do you think you are at a disadvantage right now due to the fact that a lot of your competitors are foreign entities and with the rising dollar, I mean, is that hurt you at all, do you think?

There are some currency fluctuations that hurt short term. As we talked about before longer term currency kind of losses that weigh through the income statement.

But, are electrodes sold in dollars around the world or are they sold in --

Electrodes are sold in dollars and euro and other currencies, but the majority of it is euro and dollar. But I would take our [indiscernible] production platform where we are located, Spain, France, Mexico, US, we feel we have this competitive production platform as anyone in the industry. Obviously we believe the backward integration strategy and the ability to control the raw material helps the quality of our electrodes and we feel we are well positioned. And I think that is validated by Brookfield. And their assessment of our platform, they do a lot of work around the steel industry, metals and mining, and I think that's the validation to what we believe ourselves in the platform. It's just right now a tough environment.

Got it. Okay. Thanks, Joel, I appreciate it.

No problem, Ed.

Your next question comes from the line of Charles Bradford of Bradford Research.

Good morning.

Hey, Chuck, good morning.

Hi. Couple of things. You talked a bit about the needle coke prices taking a little bit of a dive at the end of the quarter. Can you be a little bit more specific?

Yeah. Obviously, I will just back up, in the fourth quarter, we all saw oil prices begin to come down in the fourth quarter. That continued a little bit for the first quarter and I think what had happened in the industry, needle coke suppliers, the graphite electrode producers, we’re looking at discussions with the customer base, other graphite electrode obviously knows there is a linkage with oil, put pressures on price. And what that led to, I will say, is a significant decline in electrode pricing or needle coke pricing compared to where we were. And it will be double digits decline.

That implies of course a much, much lower second quarter price than the first. Can you give us any kind of numbers comparing those two quarters?

No, I would say that it was double-digit decline from what we saw, from where prices were.

Okay. Let’s do the same thing for electrodes. I think earlier on you had talked about a 10% drop in electrode prices. How much worse did that get?

Yeah, last quarter we talked about a 7% to 8% decline in the first half of the year. And what we saw in the first quarter and this is net of currency, what we saw in Q1 was a 5% decline year-over-year and we still see the first half 7% to 8% decline. So that would tell you, the second quarter, just using simple averages is again close to that 10% that you mentioned.

Okay. You’ve talked a little bit about the operating rate for the first quarter. Do you have an average operating rate figure for last year?

Yeah, last year operating rate that we -- for the full year last year it was around, I want to say, 90%, Chuck. We said last year we are 90%.

You said 86% for the first quarter.

Yes.

If you do 80% for the year as a whole, which I believe you also said, then why something like 75% to 77% for the second half?

That's the right direction.

Okay. What about the operating rate in needle coke? You said 95% in the first quarter, what about the last year as a whole?

Last year, same, very similar number and again, we continue to stay at those levels.

Okay. The operating rate of the EAF furnaces in the US clearly hasn't been terribly good, but neither has the industry as a whole. But it's also been somewhat worse than what the World Steel Association had in their data, I guess it was around the 19th or 20th of April. They always have a bad figure for the US and now that the correct figure has come out, that pulls that operating rate down a bit. But overall, when we do our math on the electric furnaces, we are coming up with about a 3% decline in the first quarter worldwide. That's all the countries not just the top 10. Does that make any sense to you? China is in that 1.4%, which I think is something of a guess, but that clearly affects the world total since they are half of it.

Yeah, when we look at operating rates, there is two ways we look at it. Obviously through our customer base and the surveys our global team does to measure where our customer base is. And obviously we also see the statistics that everybody publishes. I would say, your 3% in the first quarter is probably globally in the ballpark for where EAF is. My comments were same, when you look at just March and as the trend in the quarter, you look at March and what we are seeing on forward for the customer base, at least in the 2Q we see continued weakness and more or less settle down. I think you have a couple of factors. Demand for steel guys is stabilizing. They see and we see the continued exports out of China which causes issues in certain geographic areas. And that will have an impact obviously in 2Q as it settles out.

We have 33.9 million for March versus 33 even for January for whatever that’s worth, that’s for all the EAF production.

Yes.

Okay, thank you very much.

Alright, Chuck, thank you.

Your next question comes from the line of Phil Gibbs of KeyBanc Capital Markets.

Thanks. Good morning.

Good morning, Phil.

Just had a question in general on the competitive environment between needle coke and electrodes, which one of those do you see as more competitive at the present time?

I would say, when you look at the supply chain, in needle coke we talked about this. There has been expansion of pitch coke recently and the pitch coke expansions obviously have put pressure into the market especially with the timing of where the industry is. So both are highly competitive now. There is no doubt about that because of the dynamics going on, again what I’d refer to as the market dislocation in EAF graphite electrodes and needle coke, which we've seen before. So we have seen these situations before with dislocations, obviously highly competitive in both of them. But obviously it starts with the raw material and again the expansion of needle coke have been greater than what you’ve seen in the electrode.

Okay, that's helpful. And just wanted to clarify the letter of intent on the common stock tender piece. So if shareholders are on the existing common stock, if it's between 50% and 75%, then you are saying basically the company continues to go on as a public entity. It needs to be over 75% of current common to effectively go private. Is that what's being communicated here?

Yes, that is correct, Phil.

Okay. I appreciate that. And then also on the second half of this year, are you expecting the needle coke capacity to remain resilient through the course of the year? And then also I just have a question on pricing. You may have mentioned it, but I could have missed it. What do you expect the pricing comps to look like on the electrode side in the second half, ex-currency?

We haven't gone past the first half of graphite electrode price. Again just to reiterate, 7%, 8% down year-over-year for the first half and we said, price was down 5% in Q1 and we haven't said anything beyond that. Needle coke, are you referring to our own needle coke utilization rate?

Yes, the Seadrift.

Yeah. Remember we consume obviously ourselves and as we said, I mentioned we are running 95% and we will continue at that operating rate.

Terrific. Thanks very much.

Okay. No problem, thank you.

Your next question comes from the line of Luke Folta of Jefferies.

Thanks for taking the additional questions. During this price decline situation that we've seen over the last couple of years, through that entire timeframe, really since you made the acquisition of Seadrift, you've had an excess inventory burden that's been a negative impact beyond just market conditions itself pretty much every year since then it would seem. This year in particular, with prices stepping down as much as they have for oil, needle coke and with the FX impact, not getting the benefit of that till you get through the inventory produced last year, is there any way you can give us a sense of just if we would mark-to-market your input cost to the current market rates to try to back out the inventory overhang what sort of difference we'd see in earnings this year for the company as a whole? Just trying to get a sense of, if things stabilize from here, what the setup could look like heading into next year?

Yes. Actually look, there are two things to consider. One is the needle coke, again, we work through the higher cost inventory as you mentioned, which is where oil prices are going forward. Second is, the production penalty we are taking with the absorption, because we’re running at a lower rate. Those two items combined have had impact obviously on our first half and will continue into the second half of the year. We haven't quantified it publicly of what that would be, but again it would be, you are correct, those are impacting results, weighing down on them and again, when you look at our guidance from we had in the first half and the change, half of that guidance I said is related to obviously the volume and absorption impacts. So that can kind of give you an idea, we changed the guidance by about midpoint to midpoint, I think it's about 15 million and so half of that is related to again inefficiencies, volumes and a little bit of price in the first half. And so, you're right, going forward, there is obviously benefits as they recover on both the production side and where our costs for needle coke is.

Okay. And on needle coke, are you essentially hedged on decant for the year now?

Yeah. When you look at where we are, we’re pretty much hedged for our decant oil. Yeah.

Okay. Through the end of this year, is there anything that is spilled over into next year?

No. Pretty much this heads through this year.

Okay. And then just lastly the impairment charge you took and you basically wrote off the residual value of Seadrift, I guess can you just talk about what you think, you made decision obviously lower on your long-term targets on what earnings could be from the operations, is there a place for, there has been a lot of pitch coke capacity added in, there might be higher cost of production to use in electric arc furnace, but essentially, I think, the input for that, the coal-tar pitch is basically just a byproduct. So I imagine the cost associated with that is fairly minimal. Can you just talk about how you think Seadrift stacks up or just petro produced needle coke in general over the long term against an increasing capacity of pitch coke producers?

Sure, absolutely. And there are two factors we look at. One obviously is the cost structure of our Seadrift facility, which as you mentioned that the petroleum decant route versus coal-tar and obviously you are right, that comparison is looking at coal-tar as it coming out of the industry and what tar prices are compared to where oil prices would be, because that's the majority of costs on both sides. I'd say right now from what we see where oil prices are at decant that our cost structure is competitive with the industry, so we feel very comfortable with that. Obviously, there is pressure on it, but both sides of the pitch coke and petroleum coke are under intense pressure at these current price levels. Also, we see the second benefit is the quality of the coke going into the electrode and this is how you measure it in electrode performance and our ability to control that with our R&D teams to manipulate to get a better quality needle coke to get a better electrode, to get better of a performance for the steel customers, i.e., to get a better premium from the customer. So that's the second item we see as very critical important in the strategy of backward integration. And again we continue to do that to optimize Seadrift with the various cokes that we make there that come into our system. As you can see, we are utilizing more and more of it internally with our operations than the third parties and taking that benefit. So those are kind of two aspects how we look at it.

Okay. Thanks again, Joel.

Alright. No problem, Luke.

Your next question comes from the line of Brian Chan of Bank of America Merrill Lynch.

Hi, guys.

Hi, Brian.

Hi. How are you guys?

Good.

Thanks for taking the call. I apologize if I missed this, but can you tell us again the terms of prep, is this a pick or a cash pay?

It is again 7% cash and in terms of details, we haven't announced, but we will be filing the terms obviously later today.

Okay, great. I appreciate that. Can you tell us like what the current thought process is on the existing 2020 bonds, I'm assuming a lot of it has to do with how the tender goes, but I mean is the plan to take those out of Brookfield, gets more than 50% of stock or if they take it private, would there be any sort of cost guarantees or anything like that?

Too early to tell. Obviously, we have – first step is to get the convertible preferred done. After the convertible preferred is done, which I said on short order, we’re working on that, next step will be to look at the tender offer documentation. After that's completed, I'm sure the board then will assess whatever next steps need to be from there, so that's kind of the process we will go through.

Okay. I appreciate that. I have one last question here, can you tell us what if anything this has to do with the recent proxies that are filed by Nathan and how does that?

Yeah. These events have nothing to do with that. Obviously again, the board looking at as I said earlier, the industry, where the company was, looking at the capital structure, looking valuation parameters, looked at what we needed to do as a company and so that's what was considered through the process.

Okay. I appreciate. Thanks very much for your time.

No problem. Hello?

Your next question comes from Charles Bradford with Bradford Research.

Hi. Just another question on orders, you said that you filled your book up to 75% of the targeted order volume, how about giving us a figure for that targeted volume?

Yes. We haven't, Chuck, said what that was, but obviously that targeted volume is a lot lower than what we expected on our last call.

Because a lot of your customers are running at about 70% to 75% of capacity, but also they tell me that when business is as bad as it is right now, the quality of the electrode doesn't matter that much, as they get a couple of broken sticks, it's not a big deal. Where it really matters is when business gets better, it appears that you’ve got a double positive coming if there is a recovery?

Yes. Actually Chuck, I absolutely agree with you that unfortunately sometimes when our customer base utilization rates are lower, I wouldn't say they fully discount the quality of the electrode, but they do sometimes take a different approach, but you are right, when utilization rates pick back up, which we expect they will, as the cycle recovers, then the quality of the electrode will be important -- more important and you’re right, you do see the flight to quality at that point.

Because we are starting to hear a lot of stories pretty much confirmed about a recovery in non-residential construction, which is what really, it looks like 80% of the [indiscernible] volume in the US anyway. So there seems to be something occurring that maybe is better than what the steel numbers show?

Yeah. No. I would agree, again what we see from our customer base is non-res, what we see, there is again a slight sign of some recovery. Those out, it's been a slow process for non-res around the globe. I would say here in the US, it's definitely more of a little bit of a recovery that we've seen, but again and you are right, globally, when that picks back up and the world will obviously build bridges and office complexes and the infrastructure, that will be obviously one of the keys to watch for recovery of our business.

Well, I think we've been missing some of the advantages of the Silk Road Project in China, but that's another point. Thank you very much for your time.

No problem, Chuck. Your next question comes from Phil Gibbs with KeyBanc Capital Markets.

Hi, Joel. Thanks. Just wanted to clarify something, the 75% threshold, is that inclusive or exclusive of the, call it, the ownership stake that they would have in the company with the preferred equity?

Excludes. Yeah. So that is the percentage of the current shareholder base, 15% [ph] to 75%.

Okay, terrific. Thanks so much.

Yeah. No problem, Phil.

Ladies and gentlemen, I apologize, but we have reached the allotted time for questions and answers. I will now return the call over to Joel Hawthorne for any additional or closing remarks.

Thanks, Laurie. I appreciate the time everybody and great questions asked today. Let me just conclude with one announcement regarding our CFO situation. Obviously, as you read in the announcements yesterday that Erick has decided to pursue another opportunity and with that, Quinn will become our interim CFO. Quinn is currently our Vice President of Finance and Treasury. Quinn will assume the additional role, effective May 15. Obviously, we are excited to have Quinn step in and fill the role for us. On Erick's decision, obviously on behalf of the board and the management team, Erick has been a big part of GrafTech for the last 16 years. We like to thank Erick for his outstanding contributions over this time. He’s been an important member throughout the years, he’s been our CFO for the past two years and as CFO, he’s self-navigated the company through many challenges and opportunities and has help build a strong financial organization. I appreciate Erick's contribution and we wish him well as he pursues his next chapter in his career. So thank you, Erick for all the services to the company. With that, let me conclude our call today. Thanks for joining our call. On behalf of the men and women of GrafTech, thanks for your interest and participation. Have a great day. And with that, Laurie, we will conclude the call.

Ladies and gentlemen, that will conclude today’s conference call. You may now disconnect your lines.