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8-K - 8-K - OM GROUP INCthirdquarter2012earningsre.htm





PRESS RELEASE


OM GROUP ANNOUNCES THIRD QUARTER 2012 FINANCIAL RESULTS

Exceptionally strong operating cash flow; debt levels reduced


CLEVELAND - November 9, 2012 - OM Group, Inc. (NYSE: OMG) today announced financial results for the third quarter ended September 30, 2012. Diluted earnings per share from continuing operations were $0.18, or $0.25 as adjusted for special items. Prior year third quarter diluted earnings per share from continuing operations were $(2.18), or $1.27 as adjusted for special items. The Company generated $96 million of cash flow from operations in the third quarter of 2012 versus $22 million in the comparable prior year quarter. As of September 30, 2012, OM Group had $325 million of cash and $594 million of debt.

“Our working capital performance and operating and financial discipline enabled us to achieve the highest quarterly cash flow from operations in nearly four years and the second-highest in the past decade,” said Joe Scaminace, Chairman and Chief Executive Officer of OM Group, Inc. “We took advantage of our strong liquidity position by electing to make accelerated debt repayments of $72 million in the third quarter and another $100 million in October, effectively deploying our cash to reduce future interest costs.”

Third quarter consolidated net sales of $395 million decreased five percent compared with last year's comparable quarter, due principally to current conditions in many of our markets. Lower cobalt prices in Advanced Materials and lower sales volumes in Specialty Chemicals were the main drivers of the decline in sales, partially offset by a full quarter of results from Magnetic Technologies and higher Battery Technologies volumes. Lower sales levels led to lower adjusted EBITDA of $46 million in the 2012 period compared to $70 million in the 2011 period. Third quarter 2011 results included only two months of VAC results, as the acquisition closed on August 2, 2011.

“Our newer business platforms posted another quarter of impressive results, demonstrating again the value of our growth strategy and reduced reliance on our commodity cobalt business,” said Mr. Scaminace. “But we also recognize the economic environment is becoming more challenging. We are responding to changing business conditions by reducing discretionary spending, rationalizing capital expenditures and developing plans to further adjust our cost structure. At the same time, we continue to pursue our organic and strategic growth objectives while reinforcing our focus on working capital efficiency improvements.”

The Company commented that current quarter adjusted results included a foreign exchange loss of $2.7 million and dividend income of $1.8 million from a Magnetic Technologies joint venture. Adjusted results exclude $2.5 million of pension settlement expenses and $1.2 million of accelerated amortization of deferred financing costs in connection with the third quarter debt repayment.





Adjusted results in the prior year quarter exclude special items related to the VAC acquisition, a gain on sale of property and certain special tax items.

Looking ahead to the fourth quarter of 2012, the Company expects positive operating cash flow as net working capital levels continue to be optimized. The Company also expects lower adjusted EBITDA due principally to European and certain end market weakness resulting in lower demand across several of its businesses, minimal if any rare-earth pricing benefits and seasonally lower sales in its Battery Technologies business.

Mr. Scaminace concluded, “We are committed to our long-term strategy and are well-positioned to navigate the challenging macroeconomic conditions that exist today. Our strong balance sheet and significant positive cash flow, including receipt of a $37.5 million tax refund in October, provide us with the resources to execute our operating and strategic plans. And we are taking action with respect to current market conditions to further position us to create long-term shareholder value.”

WEBCAST INFORMATION

OM Group has scheduled a conference call and live audio broadcast on the Web for 10 AM EST today. Investors may access the live audio broadcast by logging on to http://investor.omgi.com. A copy of management's presentation materials will be available on OMG's website before the call. The company recommends visiting the website at least 15 minutes prior to the webcast to download and install any necessary software. A webcast audio replay will be available on the “Investor Relations - Presentations” page of the company's website three hours after the call.

ABOUT OM GROUP, INC.

OM Group, Inc. is a diversified specialty chemicals and engineered materials company serving attractive global markets. The Company develops, produces and distributes innovative, high-quality chemicals, materials, products and technologies that contribute to customer success by addressing complex applications and demanding requirements. For more information, visit the company's website at www.omgi.com.

# # #

For more information, contact: Rob Pierce, Vice President, Finance, at +1-216-263-7489.

Presentation of Non-GAAP Financial Information

The Company is including certain non-GAAP financial measures, including adjusted operating profit, adjusted earnings per diluted share and adjusted EBITDA, in this press release and the corresponding presentation materials. The Company's management believes that these non-GAAP financial measures are important metrics in evaluating the performance of the Company's business, providing a baseline for evaluating and comparing our operating results and isolating the impact of certain items on our results. The non-GAAP financial measures are defined and reconciled to applicable U.S. GAAP measures in this release. The non-GAAP financial information should not be construed as an alternative to reported results determined in accordance with U.S. GAAP.







FORWARD-LOOKING STATEMENTS

The foregoing discussion may include forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based upon specific assumptions and are subject to uncertainties and factors relating to the company's operations and business environment, all of which are difficult to predict and many of which are beyond the control of the company. These uncertainties and factors could cause actual results of the company to differ materially from those expressed or implied in the forward-looking statements contained in the foregoing discussion. Such uncertainties and factors include: risks arising from uncertainty in worldwide economic conditions; extended business interruption at our facilities; fluctuations in the price and uncertainties in the supply of cobalt, rare earth materials and other raw materials; our ability to identify, complete and integrate acquisitions aligned with our strategy; current circumstances and developments regarding the Democratic Republic of Congo; restrictive covenants in our Senior Secured Credit Facility which may affect our ability to operate our business successfully; indebtedness may impair our ability to operate our business successfully; changes in effective tax rates or adverse outcomes resulting from examination of our income tax returns; the majority of our operations are outside the United States, which subjects us to risks that may adversely affect our operating results; level of returns on pension plan assets and changes in the actuarial assumptions; the majority of our cash is generated and held outside the United States; fluctuations in foreign exchange rates; unanticipated costs or liabilities for compliance with environmental regulation; changes in environmental, health and safety regulatory requirements; technological changes in our industry or in our customers' products; our ability to adequately protect or enforce our intellectual property rights; disruption of our relationship with key customers or any material adverse change in their businesses; and the risk factors set forth in Part 1, Item 1a of our Annual Report on Form 10-K for the year ended December 31, 2011.






OM Group, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
 
 
 
 
 
 
 
September 30, 2012

 
December 31, 2011

(In thousands)
 
 
 
 
ASSETS
Current assets
 
 
 
 
Cash and cash equivalents
 
$
325,353

 
$
292,146

Restricted cash on deposit
 
22,791

 
92,813

Accounts receivable, net
 
204,253

 
212,152

Inventories
 
471,096

 
615,018

Refundable and prepaid income taxes
 
39,672

 
42,480

Other current assets
 
42,007

 
54,833

Total current assets
 
1,105,172

 
1,309,442

Property, plant and equipment, net
 
483,277

 
482,313

Goodwill
 
538,922

 
544,471

Intangible assets, net
 
430,122

 
433,275

Notes receivable from joint venture partner
 
16,015

 
16,015

Other non-current assets
 
88,635

 
84,207

Total assets
 
$
2,662,143

 
$
2,869,723

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
 
 
 
 
Current portion of long-term debt
 
$
10,763

 
$
13,265

Accounts payable
 
120,736

 
170,466

Liability related to joint venture partner injunction
 
22,791

 
92,813

Accrued income taxes
 
22,311

 
19,806

Accrued employee costs
 
40,593

 
49,699

Deferred income taxes
 
8,122

 
23,449

Purchase price of VAC payable to seller
 
75,307

 

Other current liabilities
 
84,439

 
79,026

Total current liabilities
 
396,314

 
448,524

Long-term debt
 
582,859

 
663,167

Deferred income taxes
 
140,193

 
129,945

Pension liabilities
 
198,493

 
204,248

Purchase price of VAC payable to seller
 
11,252

 
86,513

Other non-current liabilities
 
55,742

 
62,032

Stockholders’ equity:
 
 
 
 
Total OM Group, Inc. stockholders’ equity
 
1,244,802

 
1,230,793

Noncontrolling interests
 
43,740

 
44,501

Total equity
 
1,288,542

 
1,275,294

Total liabilities and equity
 
$
2,662,143

 
$
2,869,723

 
 
 
 
 





OM Group, Inc. and Subsidiaries
Unaudited Condensed Statements of Consolidated Operations
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In thousands, except per share data)
 
2012
 
2011
 
2012
 
2011
Net sales
 
$
394,732

 
$
415,057

 
$
1,297,378

 
$
1,075,924

Cost of goods sold
 
297,353

 
398,315

 
1,031,008

 
903,638

Gross profit
 
97,379

 
16,742

 
266,370

 
172,286

Selling, general and administrative expenses
 
75,901

 
71,828

 
235,476

 
161,595

Gain on sale of property
 

 
(9,693
)
 
(2,857
)
 
(9,693
)
Operating profit (loss)
 
21,478

 
(45,393
)
 
33,751

 
20,384

Other income (expense):
 
 
 
 
 
 
 
 
Interest expense
 
(11,977
)
 
(8,512
)
 
(36,017
)
 
(11,327
)
Accelerated amortization of deferred financing fees
 
(1,249
)
 

 
(1,249
)
 

Interest income
 
192

 
294

 
530

 
981

Foreign exchange gain (loss)
 
(2,724
)
 
7,425

 
(1,884
)
 
7,264

Other, net
 
1,277

 
(547
)
 
629

 
(876
)
 
 
(14,481
)
 
(1,340
)
 
(37,991
)
 
(3,958
)
Income (loss) from continuing operations before income tax expense
 
6,997

 
(46,733
)
 
(4,240
)
 
16,426

Income tax expense
 
(1,756
)
 
(18,421
)
 
(1,292
)
 
(24,497
)
Income (loss) from continuing operations, net of tax
 
5,241

 
(65,154
)
 
(5,532
)
 
(8,071
)
Income (loss) from discontinued operations, net of tax
 
(148
)
 
234

 
(110
)
 
(95
)
Consolidated net income (loss)
 
5,093

 
(64,920
)
 
(5,642
)
 
(8,166
)
Net (income) loss attributable to noncontrolling interests
 
415

 
(3,334
)
 
760

 
(4,816
)
Net income (loss) attributable to OM Group, Inc. common stockholders
 
$
5,508

 
$
(68,254
)
 
$
(4,882
)
 
$
(12,982
)
Earnings per common share — basic:
 
 
 
 
 
 
 
 
Income (loss) from continuing operations attributable to OM Group, Inc. common stockholders
 
$
0.18

 
$
(2.18
)
 
$
(0.15
)
 
$
(0.42
)
Income (loss) from discontinued operations attributable to OM Group, Inc. common stockholders
 
(0.01
)
 
0.01

 

 

Net income (loss) attributable to OM Group, Inc. common stockholders
 
$
0.17

 
$
(2.17
)
 
$
(0.15
)
 
$
(0.42
)
Earnings per common share — assuming dilution:
 
 
 
 
 
 
 
 
Income (loss) from continuing operations attributable to OM Group, Inc. common stockholders
 
$
0.18

 
$
(2.18
)
 
$
(0.15
)
 
$
(0.42
)
Income (loss) from discontinued operations attributable to OM Group, Inc. common stockholders
 
(0.01
)
 
0.01

 

 

Net income (loss) attributable to OM Group, Inc. common stockholders
 
$
0.17

 
$
(2.17
)
 
$
(0.15
)
 
$
(0.42
)
Weighted average shares outstanding
 
 
 
 
 
 
 
 
Basic
 
31,889

 
31,382

 
31,882

 
30,817

Assuming dilution
 
32,004

 
31,382

 
31,882

 
30,817

Amounts attributable to OM Group, Inc. common stockholders:
 
 
 
 
 
 
 
 
Income (loss) from continuing operations, net of tax
 
$
5,656

 
$
(68,488
)
 
$
(4,772
)
 
$
(12,887
)
Income (loss) from discontinued operations, net of tax
 
(148
)
 
234

 
(110
)
 
(95
)
Net income (loss)
 
$
5,508

 
$
(68,254
)
 
$
(4,882
)
 
$
(12,982
)
 
 
 
 
 
 
 
 
 





OM Group, Inc. and Subsidiaries
Unaudited Condensed Statements of Consolidated Cash Flows
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In thousands)
 
2012
 
2011
 
2012
 
2011
Operating activities
 
 
 
 
 
 
 
 
Consolidated net income (loss)
 
$
5,093

 
$
(64,920
)
 
$
(5,642
)
 
$
(8,166
)
Adjustments to reconcile consolidated net income (loss) to net cash provided by operating activities:
 
 
 
 
 
 
 
 
(Income) loss from discontinued operations
 
148

 
(234
)
 
110

 
95

Depreciation and amortization
 
22,110

 
20,363

 
66,362

 
47,264

Amortization of deferred financing fees
 
1,390

 
1,098

 
4,138

 
1,531

Accelerated amortization of deferred financing fees
 
1,249

 

 
1,249

 

Share-based compensation expense
 
1,329

 
1,595

 
5,150

 
5,118

Foreign exchange (gain) loss
 
2,724

 
(7,425
)
 
1,884

 
(7,264
)
VAC lower of cost or market ("LCM") charges (a)
 

 
62,444

 
53,751

 
62,444

Allowance on GTL prepaid tax asset
 

 
(6,225
)
 

 
(6,225
)
Gain on sale of property
 

 
(9,693
)
 
(2,857
)
 
(9,693
)
Other non-cash items (primarily deferred income taxes)
 
(7,174
)
 
(28,511
)
 
(23,092
)
 
(29,194
)
Changes in operating assets and liabilities, excluding the effect of business acquisitions
 
 
 
 
 
 
 
 
Accounts receivable
 
23,169

 
11,946

 
6,864

 
(12,178
)
Inventories (b)
 
12,468

 
625

 
88,502

 
(1,573
)
Accounts payable
 
12,335

 
(27,232
)
 
(49,475
)
 
(13,485
)
Refundable, prepaid and accrued income taxes
 
5,090

 
48,008

 
5,693

 
44,569

Other, net
 
16,132

 
20,042

 
4,918

 
13,260

Net cash provided by operating activities
 
96,063

 
21,881

 
157,555

 
86,503

Investing activities
 
 
 
 
 
 
 
 
Expenditures for property, plant and equipment
 
(17,890
)
 
(13,960
)
 
(47,017
)
 
(26,405
)
Proceeds from sale of property
 

 
9,693

 
5,138

 
9,693

Cash paid for acquisitions
 

 
(669,818
)
 

 
(669,818
)
Other, net
 

 
17

 

 
(4,090
)
Net cash used for investing activities
 
(17,890
)
 
(674,068
)
 
(41,879
)
 
(690,620
)
Financing activities
 
 
 
 
 
 
 
 
Payments on revolving line of credit
 

 
(120,000
)
 

 
(120,000
)
Payments of long-term debt
 
(74,627
)
 

 
(82,654
)
 

Proceeds from long-term debt
 

 
697,975

 

 
697,975

Debt issuance costs
 

 
(29,283
)
 

 
(29,283
)
Payment related to surrendered shares
 

 

 
(254
)
 
(193
)
Proceeds from exercise of stock options
 

 
204

 

 
361

Net cash provided by (used for) financing activities
 
(74,627
)
 
548,896

 
(82,908
)
 
548,860

Effect of exchange rate changes on cash
 
4,247

 
(2,052
)
 
439

 
1,029

Cash and cash equivalents
 
 
 
 
 
 
 
 
Increase (decrease) in cash and cash equivalents
 
7,793

 
(105,343
)
 
33,207

 
(54,228
)
Balance at the beginning of the period
 
317,560

 
451,712

 
292,146

 
400,597

Balance at the end of the period
 
$
325,353

 
$
346,369

 
$
325,353

 
$
346,369

 
 
 
 
 
 
 
 
 
(a) VAC lower of cost or market ("LCM") charges include $31.4 Million and $62.4 million related to the step-up of inventory recorded as of the acquisition date in 2012 and 2011, respectively, and an additional LCM charge of $22.3 million in the nine months ended September 30, 2012.
(b) Includes step-up amortization of $0.2 million and $31.1 million in the three months ending September 30, 2012 and 2011, respectively, and $16.1 million and $31.1 million in the nine months ended September 30, 2012 and 2011, respectively.





OM Group, Inc. and Subsidiaries
Unaudited Segment Information
 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In thousands)
2012
 
2011
 
2012
 
2011
Net Sales
 
 
 
 
 
 
 
Magnetic Technologies(a)
$
144,410

 
$
106,572

 
$
502,925

 
$
106,572

Advanced Materials
107,657

 
153,592

 
364,891

 
498,878

Specialty Chemicals
103,636

 
120,622

 
318,763

 
369,954

Battery Technologies
39,157

 
34,678

 
111,394

 
101,497

Intersegment items
(128
)
 
(407
)
 
(595
)
 
(977
)
 
$
394,732

 
$
415,057

 
$
1,297,378

 
$
1,075,924

 
 
 
 
 
 
 
 
Operating profit (loss)
 
 
 
 
 
 
 
Magnetic Technologies(a)(b)
$
15,969

 
$
(77,901
)
 
$
(274
)
 
$
(77,901
)
Advanced Materials
3,659

 
20,767

 
15,693

 
69,748

Specialty Chemicals(c)(d)
9,077

 
24,719

 
33,294

 
56,311

Battery Technologies
5,926

 
3,742

 
17,644

 
12,567

Corporate(e)
(13,153
)
 
(16,720
)
 
(32,606
)
 
(40,341
)
 
$
21,478

 
$
(45,393
)
 
$
33,751

 
$
20,384

 
 
 
 
 
 
 
 
(a) Includes the activity of VAC since the acquisition on August 2, 2011.
(b) Includes $0.2 million and $69.8 million in the three and nine months ended September 30, 2012, respectively, and $93.5 million in the three and nine months ended September 30, 2011 of charges related to the VAC inventory purchase accounting step-up and LCM charges.
(c) The nine months ended September 30, 2012 includes a $2.9 million property sale gain.
(d) The three and nine months ended September 30, 2011 includes a $9.7 million property sale gain. (e) Includes a $2.5 million settlement charge associated with the lump-sum cash settlement to certain participants in one of our U.S. defined benefit pension plans in the three and nine months ended September 30, 2012 and $8.8 and $12.8 million of acquisition-related fees related to VAC in the three and nine months ended September 30, 2011, respectively.





OM Group, Inc. and Subsidiaries
Unaudited Non-U.S. GAAP Financial Measures, Adjusted Operating Profit and Adjusted EBITDA
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2012
(in thousands)
Magnetic Technologies
 
Advanced Materials
 
Specialty Chemicals
 
Battery Technologies
 
Corporate
 
Consolidated
Operating profit (loss) - as reported
$
15,969

 
$
3,659

 
$
9,077

 
$
5,926

 
$
(13,153
)
 
$
21,478

VAC inventory purchase accounting step-up and LCM charges
224

 

 

 

 

 
224

Pension settlement expense

 

 

 

 
2,469

 
2,469

Gain on sale of property

 

 

 

 

 

Adjusted operating profit
16,193

 
3,659

 
9,077

 
5,926

 
(10,684
)
 
24,171

Depreciation and amortization
9,833

 
4,228

 
5,296

 
2,526

 
227

 
22,110

Adjusted EBITDA
$
26,026

 
$
7,887

 
$
14,373

 
$
8,452

 
$
(10,457
)
 
$
46,281

 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2011
(in thousands)
Magnetic Technologies(a)
 
Advanced Materials
 
Specialty Chemicals
 
Battery Technologies
 
Corporate
 
Consolidated
Operating profit (loss) - as reported
$
(77,901
)
 
$
20,767

 
$
24,719

 
$
3,742

 
$
(16,720
)
 
$
(45,393
)
VAC inventory purchase accounting step-up and LCM charges
93,517

 

 

 

 

 
93,517

Acquisition-related fees
2,355

 

 

 

 
8,800

 
11,155

Gain on sale of property

 

 
(9,693
)
 

 

 
(9,693
)
Adjusted operating profit
17,971

 
20,767

 
15,026

 
3,742

 
(7,920
)
 
49,586

Depreciation and amortization
7,338

 
5,225

 
5,624

 
2,071

 
105

 
20,363

Adjusted EBITDA
$
25,309

 
$
25,992

 
$
20,650

 
$
5,813

 
$
(7,815
)
 
$
69,949

 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2012
(in thousands)
Magnetic Technologies
 
Advanced Materials
 
Specialty Chemicals
 
Battery Technologies
 
Corporate
 
Consolidated
Operating profit (loss) - as reported
$
(274
)
 
$
15,693

 
$
33,294

 
$
17,644

 
$
(32,606
)
 
$
33,751

VAC inventory purchase accounting step-up and LCM charges
69,844

 

 

 

 

 
69,844

Pension settlement expense

 

 

 

 
2,469

 
2,469

Gain on sale of property

 

 
(2,857
)
 

 
 
 
(2,857
)
Adjusted operating profit
69,570

 
15,693

 
30,437

 
17,644

 
(30,137
)
 
103,207

Depreciation and amortization
30,055

 
12,723

 
15,558

 
7,537

 
489

 
66,362

Adjusted EBITDA
$
99,625

 
$
28,416

 
$
45,995

 
$
25,181

 
$
(29,648
)
 
$
169,569

 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2011
(in thousands)
Magnetic Technologies(a)
 
Advanced Materials
 
Specialty Chemicals
 
Battery Technologies
 
Corporate
 
Consolidated
Operating profit (loss) - as reported
$
(77,901
)
 
$
69,748

 
$
56,311

 
$
12,567

 
$
(40,341
)
 
$
20,384

VAC inventory purchase accounting step-up and LCM charges
93,517

 
 
 
 
 
 
 
 
 
93,517

Acquisition-related fees
2,355

 

 

 

 
12,800

 
15,155

Gain on sale of property

 

 
(9,693
)
 

 

 
(9,693
)
Adjusted operating profit
17,971

 
69,748

 
46,618

 
12,567

 
(27,541
)
 
119,363

Depreciation and amortization
7,338

 
15,448

 
17,044

 
7,059

 
375

 
47,264

Adjusted EBITDA
$
25,309

 
$
85,196

 
$
63,662

 
$
19,626

 
$
(27,166
)
 
$
166,627

 
 
 
 
 
 
 
 
 
 
 
 
(a) Includes activity of VAC since the acquisition on August 2, 2011.
 
 
 
 
 
 
 
 
 
 
 
 
In order to assist readers of our financial statements in understanding the operating results that the Company's management uses to evaluate the business, we are providing adjusted operating profit and adjusted EBITDA, both of which are non-U.S. GAAP financial measures. The Company's management believes that these are important metrics in evaluating the performance of the Company's business, providing a baseline for evaluating and comparing our operating results and isolating the impact of certain items on our results. The table above presents a reconciliation of the Company's U.S. GAAP operating profit - as reported to adjusted operating profit and adjusted EBITDA. The non-U.S. GAAP financial information set forth in the table above should not be construed as an alternative to reported results determined in accordance with U.S. GAAP.





OM Group, Inc. and Subsidiaries
Unaudited Non-U.S. GAAP Financial Measures
 
Three Months Ended
 
Three Months Ended
 
September 30, 2012
 
September 30, 2011
(in thousands, except per share data)
$
 
Diluted EPS
 
$
 
Diluted EPS
Income (loss) from continuing operations attributable to OM Group, Inc. common stockholders - as reported
$
5,656

 
$
0.18

 
$
(68,488
)
 
$
(2.18
)
 
 
 
 
 
 
 
 
VAC inventory purchase accounting step-up and lower of cost or market charges, net of tax
155

 

 
66,181

 
2.10

 
 
 
 
 
 
 
 
Acquisition-related fees, net of tax

 

 
10,045

 
0.32

 
 
 
 
 
 
 
 
Pension settlement expense, net of tax
2,469

 
0.08

 

 

 
 
 
 
 
 
 
 
Gain on sale of property, net of tax

 

 
(8,568
)
 
(0.27
)
 
 
 
 
 
 
 
 
Accelerated amortization of deferred financing fees, net of tax
1,249

 
0.04

 

 

 
 
 
 
 
 
 
 
Effect of applying annual effective income tax rate to actual year-to-date pre-tax income
(1,637
)
 
(0.05
)
 
45,304

 
1.44

 
 
 
 
 
 
 
 
Other discrete tax items, net

 

 
(4,455
)
 
(0.14
)
Adjusted income from continuing operations attributable to OM Group, Inc. common stockholders
$
7,892

 
$
0.25

 
$
40,019

 
$
1.27

 
 
 
 
 
 
 
 
Weighted average shares outstanding - diluted
 
 
32,004

 
 
 
31,552

 
 
 
 
 
 
 
 
 
Nine Months Ended
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2011
(in thousands, except per share data)
$
 
Diluted EPS
 
$
 
Diluted EPS
Income (loss) from continuing operations attributable to OM Group, Inc. common stockholders - as reported
$
(4,772
)
 
$
(0.15
)
 
$
(12,887
)
 
$
(0.42
)
 
 
 
 
 
 
 
 
VAC inventory purchase accounting step-up and lower of cost or market charges, net of tax
48,280

 
1.51

 
66,181

 
2.14

 
 
 
 
 
 
 
 
Acquisition-related fees, net of tax

 

 
14,045

 
0.45

 
 
 
 
 
 
 
 
Pension settlement expense, net of tax
2,469

 
0.08

 

 

 
 
 
 
 
 
 
 
Gain on sale of property, net of tax
(2,857
)
 
(0.09
)
 
(8,568
)
 
(0.27
)
 
 
 
 
 
 
 
 
Acceleration of deferred financing fees, net of tax
1,249

 
0.04

 

 

 
 
 
 
 
 
 
 
Effect of applying annual effective income tax rate to actual year-to-date pre-tax income
3,035

 
0.09

 
45,304

 
1.46

 
 
 
 
 
 
 
 
Other discrete tax items, net

 

 
(6,474
)
 
(0.21
)
Adjusted income from continuing operations attributable to OM Group, Inc. common stockholders
$
47,404

 
$
1.48

 
$
97,601

 
$
3.15

 
 
 
 
 
 
 
 
Weighted average shares outstanding - diluted
 
 
32,012

 
 
 
30,993

 
 
 
 
 
 
 
 
In order to assist readers of our financial statements in understanding the operating results that the Company's management uses to evaluate the business, we are providing adjusted income from continuing operations attributable to OM Group, Inc. common stockholders and adjusted earnings per common share attributable to OM Group, Inc. common stockholders - assuming dilution, both of which are non-U.S. GAAP financial measures. The Company's management believes that these are important metrics in evaluating the performance of the Company's business, providing a baseline for evaluating and comparing our operating results and isolating the impact of certain items on our results. The table above presents a reconciliation of the Company's U.S. GAAP income from continuing operations attributable to OM Group, Inc. common stockholders - as reported to adjusted income from continuing operations attributable to OM Group, Inc. common stockholders and earnings per common share attributable to OM Group, Inc. common stockholders - assuming dilution - as reported to adjusted earnings per common share attributable to OM Group, Inc. common stockholders - assuming dilution. The non-U.S. GAAP financial information set forth in the table above should not be construed as an alternative to reported results determined in accordance with U.S. GAAP.