UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2011
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from to
Commission File Number 1-15885
MATERION CORPORATION
(Exact name of Registrant as specified in its charter)
Ohio | 34-1919973 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
6070 Parkland Blvd., Mayfield Heights, Ohio | 44124 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
216-486-4200
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, no par value | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of Common Stock, no par value, held by non-affiliates of the registrant (based upon the closing sale price on the New York Stock Exchange) on July 1, 2011 was $759,586,247.
As of February 14, 2012, there were 20,412,182 common shares, no par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the annual meeting of shareholders to be held on May 2, 2012 are incorporated by reference into Part III.
Index to Annual Report
On Form 10-K for
Year Ended December 31, 2011
PART I | ||||||
Item 1. | 1 | |||||
Item 1A. | 8 | |||||
Item 1B. | 18 | |||||
Item 2. | 19 | |||||
Item 3. | 20 | |||||
Item 4. | 20 | |||||
Item 5. | 21 | |||||
Item 6. | 23 | |||||
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 | ||||
Item 7A. | 52 | |||||
Item 8. | 56 | |||||
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 96 | ||||
Item 9A. | 96 | |||||
Item 9B. | 96 | |||||
Item 10. | 97 | |||||
Item 11. | 97 | |||||
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 98 | ||||
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 98 | ||||
Item 14. | 98 | |||||
Item 15. | 99 | |||||
106 |
Forward-looking Statements
Portions of the narrative set forth in this document that are not statements of historical or current facts are forward-looking statements. Our actual future performance may materially differ from that contemplated by the forward-looking statements as a result of a variety of factors. These factors include, in addition to those mentioned elsewhere herein:
• | The global economy; |
• | The condition of the markets which we serve, whether defined geographically or by segment, with the major market segments being: consumer electronics, industrial components and commercial aerospace, defense and science, energy, medical, automotive electronics, telecommunications infrastructure and appliance; |
• | Changes in product mix and the financial condition of customers; |
• | Actual sales, operating rates and margins for 2012; |
• | Our success in developing and introducing new products and new product ramp-up rates; |
• | Our success in passing through the costs of raw materials to customers or otherwise mitigating fluctuating prices for those materials, including the impact of fluctuating prices on inventory values; |
• | Our success in integrating acquired businesses, including EIS Optics Limited; |
• | Our success in implementing our strategic plans and the timely and successful completion and start-up of any capital projects, including the new primary beryllium facility in Elmore, Ohio; |
• | The availability of adequate lines of credit and the associated interest rates; |
• | The impact of the results of acquisitions on our ability to achieve fully the strategic and financial objectives related to these acquisitions; |
• | Other financial factors, including the cost and availability of raw materials (both base and precious metals), physical inventory valuations, metal financing fees, tax rates, exchange rates, pension costs and required cash contributions and other employee benefit costs, energy costs, regulatory compliance costs, the cost and availability of insurance, and the impact of the Company’s stock price on the cost of incentive compensation plans; |
• | The uncertainties related to the impact of war, terrorist activities and acts of God; |
• | Changes in government regulatory requirements and the enactment of new legislation that impacts our obligations and operations; |
• | The conclusion of pending litigation matters in accordance with our expectation that there will be no material adverse effects; |
• | The timing and ability to achieve further efficiencies and synergies resulting from our name change and product line alignment under the Materion name and Materion brand; and |
• | The risk factors set forth elsewhere in Item 1A of this Form 10-K. |
Item 1. | BUSINESS |
Materion Corporation, through its wholly owned subsidiaries, is an integrated producer of high performance advanced engineered materials used in a variety of electrical, electronic, thermal and structural applications. Our products are sold into numerous markets, including consumer electronics, industrial components and commercial aerospace, defense and science, energy, medical, automotive electronics, telecommunications infrastructure and appliance. As of December 31, 2011, we had 3,015 employees.
In the first quarter 2011, we changed the name of our Company to Materion Corporation. The names of all of our active subsidiaries were changed at that time and each subsidiary has Materion as part of its name. The legal and ownership structure of our subsidiaries remains unchanged.
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This name change did not alter our senior management structure or how the chief decision maker evaluates the performance of our businesses. We continue to have the same four reportable segments as we had previously with no change in their make up, although the names of those segments have changed. Advanced Material Technologies and Services has been revised to Advanced Material Technologies, Specialty Engineered Alloys is now known as Performance Alloys, Beryllium and Beryllium Composites has been shortened to Beryllium and Composites, and Engineered Material Systems has been changed to Technical Materials.
All Other includes our parent company expenses, other corporate charges and the operating results of Materion Services Inc., a wholly owned subsidiary that provides administrative and financial oversight services to our other businesses on a cost-plus basis. Corporate employees not included in a reportable segment totaled 100 as of December 31, 2011.
We use our Investor Relations web site, http://materion.com/, as a channel for routine distribution of important information, including news releases, analyst presentations, and financial information. We post filings as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC, including our annual, quarterly, and current reports on Forms 10-K, 10-Q, and 8-K; our proxy statements; and any amendments to those reports or statements. All such postings and filings are available on our Investor Relations web site free of charge. In addition, this web site allows investors and other interested persons to sign up to automatically receive e-mail alerts when we post news releases and financial information on our web site. The SEC also maintains a web site, www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers who file electronically with the SEC. The content on any web site referred to in this Annual Report on Form 10-K is not incorporated by reference into this Form 10-K unless expressly noted.
ADVANCED MATERIAL TECHNOLOGIES
Sales for this segment were $1,051.8 million, or 69% of total sales, in 2011; $879.0 million, or 67% of total sales, in 2010 and $460.8 million, or 64% of total sales, in 2009. As of December 31, 2011, Advanced Material Technologies had 1,566 employees.
Advanced Material Technologies manufactures precious, non-precious and specialty metal products, including vapor deposition targets, frame lid assemblies, clad and precious metal preforms, high temperature braze materials, ultra-fine wire, advanced chemicals, optics, performance coatings and microelectronic packages. These products are used in wireless, semiconductor, photonic, hybrid and other microelectronic applications within the consumer electronics and telecommunications infrastructure markets. Other key markets for these products include medical, defense and science, energy and industrial components. Advanced Material Technologies also has metal cleaning operations and in-house refineries that allow for the reclaim of precious metals from internally generated or customers’ scrap.
Advanced Material Technologies’ products are sold directly from its facilities throughout the U.S., Asia and Europe, as well as through direct sales offices and independent sales representatives throughout the world. Principal competition includes companies such as Sumitomo Metals, Heraeus Inc., Praxair, Inc., Honeywell International Inc., Solar Applied Materials Technology Corp., Tanaka Holding Co., Ltd., Johnson Matthey plc and a number of smaller regional and national suppliers.
Advanced Material Technologies — Sales and Backlog
The backlog of unshipped orders for Advanced Material Technologies as of December 31, 2011, 2010 and 2009 was $75.5 million, $55.4 million and $51.3 million, respectively. Backlog is generally represented by purchase orders that may be terminated under certain conditions. We expect that substantially all of our backlog of orders for this segment at December 31, 2011 will be filled during 2012.
Sales are made to over 3,200 customers. Government sales accounted for less than 1% of the sales volume in 2011, 2010 and 2009. Sales outside the United States, principally to Europe and Asia, accounted for
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approximately 16% of sales in 2011, 19% of sales in 2010 and 29% of sales in 2009. Other segment reporting and geographic information is contained in Note M to the Consolidated Financial Statements, which can be found in Item 8 of this Form 10-K and which is incorporated herein by reference.
Advanced Material Technologies — Research and Development
Active research and development programs seek new product compositions and designs as well as process innovations. Expenditures for research and development for Advanced Material Technologies amounted to $6.7 million in 2011, $4.0 million in 2010 and $3.2 million in 2009. A staff of 51 scientists, engineers and technicians was employed in this effort as of year-end 2011.
PERFORMANCE ALLOYS
Sales for this segment were $335.3 million, or 22% of total sales, in 2011; $293.8 million, or 23% of total sales, in 2010 and $172.5 million, or 24% of total sales, in 2009. As of December 31, 2011, Performance Alloys had 913 employees.
Performance Alloys manufactures and sells three main product families: strip products, bulk products and beryllium hydroxide. Strip products, the larger of the product families, include thin gauge precision strip and thin diameter rod and wire. These copper and nickel beryllium alloys provide a combination of high conductivity, high reliability and formability for use as connectors, contacts, switches, relays and shielding. Major markets for strip products include consumer electronics, telecommunications infrastructure, automotive electronics, appliance and medical. Performance Alloys’ primary direct competitor in strip form beryllium alloys is NGK Insulators, Ltd. of Nagoya, Japan, with subsidiaries in the United States and Europe. Performance Alloys also competes with alloy systems manufactured by Global Brass and Copper, Inc., Wieland Electric, Inc., Stolberger Metallwerke GmbH, Nippon Mining, PMX Industries, Inc. and also with other generally less expensive materials, including phosphor bronze, stainless steel and other specialty copper and nickel alloys, which are produced by a variety of companies around the world.
Bulk products are copper and nickel-based alloys manufactured in plate, rod, bar, tube and other customized forms that, depending upon the application, may provide superior strength, corrosion or wear resistance, thermal conductivity or lubricity. While the majority of bulk products contain beryllium, a growing portion of bulk products’ sales is from non-beryllium-containing alloys as a result of product diversification efforts. Applications for bulk products include oil and gas drilling components, bearings, bushings, welding rods, plastic mold tooling, and undersea telecommunications housing equipment. In the area of bulk products, in addition to NGK Insulators, Ltd., Performance Alloys competes with several smaller regional producers such as International Beryllium Corp., Ningxia Orient Tantalum in China and LeBronze Industriel in Europe.
Beryllium hydroxide is produced at our milling operations in Utah from our bertrandite mine and purchased beryl ore. The hydroxide is used primarily as a raw material input for strip and bulk products and, to a lesser extent, by the Beryllium and Composites segment. External sales of hydroxide from the Utah operations were less than 4% of Performance Alloys’ total sales in each of the three most recent years. We sell beryllium hydroxide to NGK Insulators, Ltd.
Strip and bulk products are manufactured at facilities in Ohio and Pennsylvania and are distributed internationally through a network of company-owned service centers and outside distributors and agents.
Performance Alloys — Sales and Backlog
The backlog of unshipped orders for Performance Alloys as of December 31, 2011, 2010 and 2009 was $99.6 million, $98.9 million and $68.6 million, respectively. Backlog is generally represented by purchase orders that may be terminated under certain conditions. We expect that substantially all the backlog of orders for this segment as of December 31, 2011 will be filled during 2012.
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Sales are made to over 1,600 customers. Performance Alloys had government sales accounting for less than 1% of segment sales in 2011, 2010 and 2009. Sales outside the United States, principally to Europe and Asia, accounted for approximately 51% of sales in 2011, 58% of sales in 2010 and 57% of sales in 2009. Other segment reporting and geographic information is contained in Note M to the Consolidated Financial Statements, which can be found in Item 8 of this Form 10-K and which is incorporated herein by reference.
Performance Alloys — Research and Development
Active research and development programs seek new product compositions and designs as well as process innovations. Expenditures for research and development amounted to $2.1 million in 2011, $1.8 million in 2010 and $2.2 million in 2009. A staff of seven scientists, engineers and technicians was employed in this effort as of year-end 2011.
BERYLLIUM AND COMPOSITES
Sales for this segment were $60.6 million, or 4% of total sales, in 2011; $61.9 million, or 5% of total sales, in 2010 and $47.0 million, or 7% of total sales, in 2009. As of December 31, 2011, Beryllium and Composites had 245 employees.
Beryllium and Composites manufactures beryllium-based metals and metal matrix composites in rod, sheet, foil and a variety of customized forms at the Elmore, Ohio and Fremont, California facilities. These materials are used in applications that require high stiffness and/or low density and they tend to be premium-priced due to their unique combination of properties. This segment also manufactures beryllia ceramics produced at the Tucson, Arizona facility. Defense and science is the largest market for Beryllium and Composites, while other markets served include industrial components and commercial aerospace, medical, energy and telecommunications infrastructure. Products are also sold for acoustics and optical scanning applications. A majority of defense sales are made to contractors and subcontractors instead of directly to government entities. In June 2008, we announced that Materion Brush Inc. had entered into an agreement with the Department of Defense to construct a $100 million primary beryllium facility. Construction of this facility, which was designed to produce primary beryllium, the feedstock material used to produce beryllium metal products, was completed in 2011. In the first quarter of 2012, the start-up of the facility was ongoing, but the Company expects the facility to reach capacity levels in excess of 2012 demand levels. Beryllium-containing products are sold throughout the world through a direct sales organization and through company-owned and independent distribution centers. While Beryllium and Composites is the only domestic producer of metallic beryllium, it competes primarily with designs utilizing other materials including metals, metal matrix and organic composites. Electronic components utilizing beryllia are used in the telecommunications infrastructure, medical, industrial components and commercial aerospace, and defense and science markets. These products are distributed through direct sales and independent sales agents. Direct competitors include American Beryllia Inc. and CBL Ceramics Limited.
Beryllium and Composites — Sales and Backlog
The backlog of unshipped orders for Beryllium and Composites as of December 31, 2011, 2010 and 2009 was $16.9 million, $26.1 million and $38.1 million, respectively. Backlog is generally represented by purchase orders that may be terminated under certain conditions. We expect that substantially all of our backlog of orders for this segment at December 31, 2011 will be filled during 2012.
Sales are made to over 300 customers. Government sales accounted for less than 1% of Beryllium and Composites’ sales in 2011, and less than 2% of sales in 2010 and 2009. Sales outside the United States, principally to Europe and Asia, accounted for approximately 28% of sales in 2011, and 22% of sales in 2010 and 2009. Other segment reporting and geographic information is contained in Note M to the Consolidated Financial Statements, which can be found in Item 8 of this Form 10-K and which is incorporated herein by reference.