GrafTech Reports Unaudited Full Year and Fourth Quarter 2019 Results

GrafTech International Ltd. (NYSE: EAF) (GrafTech or the Company) today announced unaudited financial results for the year ended December 31, 2019, including net income of $745 million, or $2.58 per share, and Adjusted EBITDA from continuing operations1 of $1,048 million.

"During the year GrafTech generated over $800 million of cash flow from operating activities, returned $360 million to shareholders in the form of dividends and share repurchases and also repaid $350 million of debt,” said David Rintoul, President and Chief Executive Officer. “Our long-term contracts and vertical integration into petroleum needle coke allow us to continue to generate significant free cash flows and support our primary objective - to grow shareholder value.”

Net sales for the year ended December 31, 2019 totaled $1.8 billion compared to $1.9 billion in the prior year. Net sales for the quarter ended December 31, 2019 were $415 million compared to $533 million in the fourth quarter of 2018. Lower net sales were driven primarily by lower sales volumes, reflecting demand as influenced by lower crude steel production levels.

Net income for 2019 was $745 million, or $2.58 per share, compared to $854 million, or $2.87 per share, in the prior year. Net income for the fourth quarter of 2019 was $175 million, or $0.61 per share, compared to $230 million, or $0.79 per share in the fourth quarter of 2018.

Adjusted EBITDA from continuing operations was $1,048 million in 2019 compared to $1,205 million in the prior year. Adjusted EBITDA from continuing operations was $235 million in the fourth quarter of 2019 compared to $326 million in the fourth quarter of 2018. Financial results for the fourth quarter and full year of 2019 were impacted by lower net sales and higher raw materials costs related to third party petroleum needle coke.

Cash flow from operating activities was $805 million in 2019 compared to $837 million in 2018. Cash flow from operating activities was $221 million in the fourth quarter of 2019 compared to $224 million in the comparable period of 2018. Lower net sales and higher raw materials costs were offset by timing of working capital changes.

Operational Update

Production volume of 177 thousand MT in 2019 decreased slightly from 179 thousand MT in 2018. Production volume of 41 thousand MT in the fourth quarter of 2019 decreased from 51 thousand MT in the fourth quarter of 2018. Capacity utilization was reduced to manage production in-line with reduced shipments.

Capital expenditures totaled $64 million in 2019 and are expected to remain between $60 and $70 million in 2020.

Commercial Strategy

Approximately two-thirds of GrafTech's cumulative long-term production capacity for 2020 through 2022 is sold on fixed-volume, fixed-price, take or pay contracts. These contracts provide reliability of long-term graphite electrode supply for customers and stability of future operating results for shareholders.

Capital Structure

As of December 31, 2019, GrafTech had cash and cash equivalents of $81 million and total debt of $1.8 billion. The primary use of cash is expected to continue to be shareholder returns and debt repayment.

On December 5, 2019, GrafTech announced two separate transactions. The first was a Rule 144 secondary block trade in which our majority shareholder, an affiliate of Brookfield Business Partners LP, a publicly listed business services and industrials company of Brookfield Asset Management Inc., sold 11.2 million shares of GrafTech common stock at a price of $13.125 per share to a broker-dealer who placed the shares with institutional and other investors.

Separately, GrafTech entered into a share repurchase agreement with Brookfield to repurchase $250 million of stock from Brookfield at the arm's length price set by the competitive bidding process of the secondary block trade. As a result, GrafTech repurchased 19 million shares of common stock, reducing total shares outstanding by approximately 7%.

During 2019, the Company also purchased $11 million of common stock on the open market. As of year end, there was $89 million remaining under the previously announced $100 million open market share repurchase program.

Distribution

During the fourth quarter of 2019, the Company also returned cash to shareholders in the form of a quarterly dividend of $0.085 per share.

The Board of Directors has declared a dividend of $0.085 per share to stockholders of record as of the close of business on February 28, 2020, to be paid on March 31, 2020.

Conference Call

In conjunction with this earnings release, you are invited to listen to our earnings call being held on February 6, 2020 at 10:00 a.m. Eastern Standard Time. The webcast and accompanying slide presentation will be available at www.GrafTech.com, in the Investors section. The earnings call dial-in number is +1 (866) 521-4909 toll-free in the U.S. and Canada or +1 (647) 427-2311 for overseas calls, conference ID: 8187837. A replay of the Conference Call will be available until May 6, 2020 by dialing +1 (800) 585-8367 toll-free in the U.S. and Canada or +1 (416) 621-4642 for overseas calls, conference ID: 8187837. A replay of the webcast will also be available on our website until May 6, 2020, at www.GrafTech.com, in the Investors section. GrafTech also makes its complete financial reports that have been filed with the Securities and Exchange Commission (SEC) and other information available at www.GrafTech.com. The information in our website is not part of this release or any report we file or furnish to the SEC.

About GrafTech

GrafTech International Ltd. is a leading manufacturer of high quality graphite electrode products essential to the production of electric arc furnace steel and other ferrous and non-ferrous metals. The Company has a competitive portfolio of low-cost graphite electrode manufacturing facilities, including three of the highest capacity facilities in the world. GrafTech is also the only large scale graphite electrode producer that is substantially vertically integrated into petroleum needle coke, the primary raw material for graphite electrode manufacturing, which is currently in limited supply. This unique position provides competitive advantages in product quality and cost.

Special note regarding forward-looking statements

This news release and related discussions may contain forward-looking statements that reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as “will,” “may,” “plan,” “estimate,” “project,” “believe,” “anticipate,” “expect,” “intend,” “should,” “would,” “could,” “target,” “goal,” “continue to,” “positioned to,” "are confident", or the negative version of those words or other comparable words. Any forward-looking statements contained in this news release are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved. Our expectations and targets are not predictions of actual performance and historically our performance has deviated, often significantly, from our expectations and targets. These forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to: the cyclical nature of our business and the selling prices of our products may lead to periods of reduced profitability and net losses in the future; the possibility that we may be unable to implement our business strategies, including our initiative to secure and maintain longer-term customer contracts, in an effective manner; the possibility that tax legislation could adversely affect us or our stockholders; pricing for graphite electrodes has historically been cyclical and the price of graphite electrodes may decline in the future; the sensitivity of our business and operating results to economic conditions and the possibility others may not be able to fulfill their obligations to us in a timely fashion or at all; our dependence on the global steel industry generally and the electric arc furnace ("EAF") steel industry in particular; the possibility that global graphite electrode overcapacity may adversely affect graphite electrode prices; the competitiveness of the graphite electrode industry; our dependence on the supply of petroleum needle coke; our dependence on supplies of raw materials (in addition to petroleum needle coke) and energy; the possibility that our manufacturing operations are subject to hazards; changes in, or more stringent enforcement of, health, safety and environmental regulations applicable to our manufacturing operations and facilities; the legal, compliance, economic, social and political risks associated with our substantial operations in multiple countries; the possibility that fluctuation of foreign currency exchange rates could materially harm our financial results; the possibility that our results of operations could deteriorate if our manufacturing operations were substantially disrupted for an extended period, including as a result of equipment failure, climate change, regulatory issues, natural disasters, public health crises, political crises or other catastrophic events; our dependence on third parties for certain construction, maintenance, engineering, transportation, warehousing and logistics services; the possibility that we are unable to recruit or retain key management and plant operating personnel or successfully negotiate with the representatives of our employees, including labor unions; the possibility that we may divest or acquire businesses, which could require significant management attention or disrupt our business; the sensitivity of goodwill on our balance sheet to changes in the market; the possibility that we are subject to information technology systems failures, cybersecurity attacks, network disruptions and breaches of data security; our dependence on protecting our intellectual property; the possibility that third parties may claim that our products or processes infringe their intellectual property rights; the possibility that significant changes in our jurisdictional earnings mix or in the tax laws of those jurisdictions could adversely affect our business; the possibility that our indebtedness could limit our financial and operating activities or that our cash flows may not be sufficient to service our indebtedness; the possibility that restrictive covenants in our financing agreements could restrict or limit our operations; the fact that borrowings under certain of our existing financing agreements subjects us to interest rate risk; the possibility of a lowering or withdrawal of the ratings assigned to our debt; the possibility that disruptions in the capital and credit markets could adversely affect our results of operations, cash flows and financial condition, or those of our customers and suppliers; the possibility that highly concentrated ownership of our common stock may prevent minority stockholders from influencing significant corporate decisions; the possibility that we may not pay cash dividends on our common stock in the future; the fact that certain of our stockholders have the right to engage or invest in the same or similar businesses as us; the possibility that the market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets, including by Brookfield; the fact that certain provisions of our Amended and Restated Certificate of Incorporation and our Amended and Restated By-Laws could hinder, delay or prevent a change of control; the fact that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders; and our status as a "controlled company" within the meaning of the New York Stock Exchange ("NYSE") corporate governance standards, which allows us to qualify for exemptions from certain corporate governance requirements.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements, including the Risk Factors section included in our Annual Report on Form 10-K and other filings with the SEC. The forward-looking statements made in this press release relate only to events as of the date on which the statements are made. We do not undertake any obligation to publicly update or review any forward-looking statement, except as required by law, whether as a result of new information, future developments or otherwise.

Non-GAAP financial measures

In addition to providing results that are determined in accordance with GAAP, we have provided certain financial measures that are not in accordance with GAAP. EBITDA from continuing operations and Adjusted EBITDA from continuing operations are non-GAAP financial measures. We define EBITDA from continuing operations, a non‑GAAP financial measure, as net income or loss plus interest expense, minus interest income, plus income taxes, discontinued operations and depreciation and amortization from continuing operations. We define adjusted EBITDA from continuing operations as EBITDA from continuing operations plus any pension and other post-employment benefit ("OPEB") plan expenses, initial and follow-on public offering expenses, non-cash gains or losses from foreign currency remeasurement of non-operating liabilities in our foreign subsidiaries where the functional currency is the U.S. dollar, related party Tax Receivable Agreement expense, stock-based compensation and non-cash fixed asset write-offs. Adjusted EBITDA from continuing operations is the primary metric used by our management and our board of directors to establish budgets and operational goals for managing our business and evaluating our performance.

We monitor adjusted EBITDA from continuing operations as a supplement to our GAAP measures, and believe it is useful to present to investors, because we believe that it facilitates evaluation of our period-to-period operating performance by eliminating items that are not operational in nature, allowing comparison of our recurring core business operating results over multiple periods unaffected by differences in capital structure, capital investment cycles and fixed asset base. In addition, we believe adjusted EBITDA from continuing operations and similar measures are widely used by investors, securities analysts, ratings agencies, and other parties in evaluating companies in our industry as a measure of financial performance and debt-service capabilities. We also monitor the ratio of total debt to adjusted EBITDA from continuing operations, because we believe it is a useful and widely used way to assess our leverage.

Our use of adjusted EBITDA from continuing operations has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• adjusted EBITDA from continuing operations does not reflect changes in, or cash requirements for, our working capital needs;
• adjusted EBITDA from continuing operations does not reflect our cash expenditures for capital equipment or other contractual commitments, including any capital expenditure requirements to augment or replace our capital assets;
• adjusted EBITDA from continuing operations does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness;
• adjusted EBITDA from continuing operations does not reflect tax payments that may represent a reduction in cash available to us;
• adjusted EBITDA from continuing operations does not reflect expenses relating to our pension and OPEB plans;
• adjusted EBITDA from continuing operations does not reflect the non-cash gains or losses from foreign currency remeasurement of non-operating liabilities in our foreign subsidiaries where the functional currency is the U.S. dollar;
• adjusted EBITDA from continuing operations does not reflect initial and follow-on public offering expenses;
• adjusted EBITDA from continuing operations does not reflect related party Tax Receivable Agreement expense;
• adjusted EBITDA from continuing operations does not reflect stock-based compensation or the non-cash write-off of fixed assets; and
• other companies, including companies in our industry, may calculate EBITDA from continuing operations and adjusted EBITDA from continuing operations differently, which reduces its usefulness as a comparative measure.

In evaluating EBITDA from continuing operations and adjusted EBITDA from continuing operations, you should be aware that in the future, we will incur expenses similar to the adjustments in the reconciliation presented below. Our presentations of EBITDA from continuing operations and adjusted EBITDA from continuing operations should not be construed as suggesting that our future results will be unaffected by these expenses or any unusual or non-recurring items. When evaluating our performance, you should consider EBITDA from continuing operations and adjusted EBITDA from continuing operations alongside other financial performance measures, including our net income (loss) and other GAAP measures.

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