Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2013

 

OR

 

o         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:  1-10776

 

CALGON CARBON CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

25-0530110

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

P.O. Box 717, Pittsburgh, PA

 

15230-0717

(Address of principal executive offices)

 

(Zip Code)

 

(412) 787-6700

(Registrant’s telephone number, including area code)

 

None

(Former name, former address and former fiscal year, if changed since last report)

 

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  o

 

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o (Do not check if a smaller reporting company)

 

Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No  x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding at November 5, 2013

[Common Stock, $.01 par value per share]

 

54,604,765 shares

 

 

 



Table of Contents

 

CALGON CARBON CORPORATION

FORM 10-Q

QUARTER ENDED September 30, 2013

 

This Quarterly Report on Form 10-Q contains historical information and forward-looking statements.  Forward-looking statements typically contain words such as “expect,” “believes,” “estimates,” “anticipates,” or similar words indicating that future outcomes are uncertain.  Statements looking forward in time, including statements regarding future growth and profitability, price increases, cost savings, product lines, enhanced competitive posture and acquisitions, are included in this Quarterly Report on Form 10-Q and in the Company’s most recent Annual Report on Form 10-K pursuant to the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements involve known and unknown risks and uncertainties that may cause Calgon Carbon Corporation’s (the “Company”) actual results in future periods to be materially different from any future performance suggested herein.  Therefore, you should not unduly rely on any forward-looking statements contained herein.  Further, the Company operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond the Company’s control.  Some of the factors that could affect future performance of the Company are changes in, or delays in the implementation of, regulations that cause a market for our products, acquisitions, higher energy and raw material costs, costs of imports and related tariffs, labor relations, capital and environmental requirements, changes in foreign currency exchange rates, borrowing restrictions, validity of patents and other intellectual property, and pension costs.  In the context of the forward-looking information provided in this Quarterly Report on Form 10-Q and in other reports, please refer to the discussions of risk factors and other information detailed in, as well as the other information contained in the Company’s most recent Annual Report on Form 10-K.  Any forward-looking statement speaks only as of the date on which such statement is made and the Company does not intend to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by the Federal securities laws of the United States.

 

In reviewing any agreements incorporated by reference in this Quarterly Report on Form 10-Q, please remember such agreements are included to provide information regarding the terms of such agreements and are not intended to provide any other factual or disclosure information about the Company.  The agreements may contain representations and warranties by the Company, which should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties should those statements prove to be inaccurate.  The representations and warranties were made only as of the date of the relevant agreement or such other date or dates as may be specified in such agreement and are subject to more recent developments.  Accordingly, these representations and warranties alone may not describe the actual state of affairs as of the date they were made or at any other time.

 



Table of Contents

 

I N D E X

 

 

 

Page

 

 

 

PART 1 — CONDENSED CONSOLIDATED FINANCIAL INFORMATION

 

 

 

 

Item 1.

Condensed Consolidated Financial Statements

 

 

 

 

 

Introduction to the Condensed Consolidated Financial Statements

2

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)

3

 

 

 

 

Condensed Consolidated Balance Sheets (unaudited)

4

 

 

 

 

Condensed Consolidated Statements of Cash Flows (unaudited)

5

 

 

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

6

 

 

 

Item 2.

Management’s Discussion and Analysis of Results of Operations and Financial Condition

35

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

57

 

 

 

Item 4.

Controls and Procedures

57

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

58

 

 

 

Item 1A.

Risk Factors

58

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

58

 

 

 

Item 5.

Other Information

59

 

 

 

Item 6.

Exhibits

59

 

 

 

SIGNATURES

 

60

 

CERTIFICATIONS

EX-31.1

EX-31.2

EX-32.1

EX-32.2

EX-101 INSTANCE DOCUMENT

EX-101 SCHEMA DOCUMENT

EX-101 CALCULATION LINKBASE DOCUMENT

EX-101 LABELS LINKBASE DOCUMENT

EX-101 PRESENTATION LINKBASE DOCUMENT

 

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PART I — CONDENSED CONSOLIDATED FINANCIAL INFORMATION

 

Item 1.  Condensed Consolidated Financial Statements

 

INTRODUCTION TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The unaudited interim condensed consolidated financial statements included herein have been prepared by Calgon Carbon Corporation and subsidiaries (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in audited annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations.  Management of the Company believes that the disclosures included herein are adequate to make the information presented not misleading when read in conjunction with the Company’s audited consolidated financial statements and the notes included therein for the year ended December 31, 2012, as filed with the Securities and Exchange Commission by the Company in its Annual Report on Form 10-K.

 

In management’s opinion, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, and which are necessary for a fair presentation, in all material respects, of financial results for the interim periods presented.  Operating results for the first nine months of 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

 

2



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CALGON CARBON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 (Dollars in Thousands except Per Share Data)

(Unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Net sales

 

$

139,375

 

$

135,467

 

$

414,847

 

$

420,478

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold (excluding depreciation)

 

93,001

 

98,544

 

279,473

 

294,826

 

Depreciation and amortization

 

7,347

 

6,756

 

21,399

 

19,711

 

Selling, general and administrative expenses

 

19,362

 

23,874

 

56,279

 

66,644

 

Research and development expenses

 

1,614

 

1,941

 

4,476

 

6,209

 

Restructuring (Note 1)

 

(87

)

7,958

 

(129

)

7,958

 

Litigation and other contingencies

 

266

 

 

266

 

(19

)

 

 

121,503

 

139,073

 

361,764

 

395,329

 

Income (loss) from operations

 

17,872

 

(3,606

)

53,083

 

25,149

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

3

 

3

 

139

 

32

 

Interest expense

 

(122

)

(4

)

(428

)

(23

)

Other expense—net

 

(395

)

(1,042

)

(1,564

)

(1,806

)

 

 

 

 

 

 

 

 

 

 

Income (loss) before income tax provision (benefit)

 

17,358

 

(4,649

)

51,230

 

23,352

 

 

 

 

 

 

 

 

 

 

 

Income tax provision (benefit)

 

5,473

 

(196

)

16,561

 

9,183

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

11,885

 

(4,453

)

34,669

 

14,169

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax (Note 5)

 

 

 

 

 

 

 

 

 

Foreign currency translation

 

4,551

 

3,797

 

(967

)

1,454

 

Derivatives

 

(391

)

(17

)

168

 

564

 

Employee benefit plans

 

425

 

(39

)

1,759

 

(1,071

)

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss)

 

$

16,470

 

$

(712

)

$

35,629

 

$

15,116

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.22

 

$

(0.08

)

$

0.64

 

$

0.25

 

Diluted

 

$

0.22

 

$

(0.08

)

$

0.64

 

$

0.25

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

53,900,119

 

56,682,153

 

53,774,268

 

56,611,496

 

Diluted

 

54,763,796

 

57,197,419

 

54,506,378

 

57,170,842

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

3



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CALGON CARBON CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

(Unaudited)

 

 

 

September 30,

 

December 31,

 

 

 

2013

 

2012

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

29,977

 

$

18,161

 

Receivables (net of allowance of $1,739 and $1,362)

 

105,169

 

101,918

 

Revenue recognized in excess of billings on uncompleted contracts

 

10,056

 

14,680

 

Inventories

 

107,842

 

107,166

 

Deferred income taxes — current

 

19,452

 

17,317

 

Other current assets

 

11,308

 

13,964

 

Total current assets

 

283,804

 

273,206

 

 

 

 

 

 

 

Property, plant and equipment, net

 

264,792

 

262,993

 

Intangibles, net

 

6,179

 

7,388

 

Goodwill

 

26,537

 

27,030

 

Deferred income taxes — long-term

 

3,966

 

3,558

 

Other assets

 

2,788

 

3,594

 

 

 

 

 

 

 

Total assets

 

$

588,066

 

$

577,769

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

58,174

 

$

76,214

 

Restructuring reserve (Note 1)

 

551

 

3,226

 

Billings in excess of revenue recognized on uncompleted contracts

 

5,563

 

3,865

 

Payroll and benefits payable

 

12,362

 

10,114

 

Accrued income taxes

 

2,287

 

2,666

 

Short-term debt

 

270

 

19,565

 

Total current liabilities

 

79,207

 

115,650

 

 

 

 

 

 

 

Long-term debt

 

48,340

 

44,408

 

Deferred income taxes — long-term

 

18,973

 

12,379

 

Accrued pension and other liabilities

 

48,922

 

54,035

 

 

 

 

 

 

 

Total liabilities

 

195,442

 

226,472

 

 

 

 

 

 

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common shares, $.01 par value, 100,000,000 shares authorized, 56,837,072 and 56,450,632 shares issued

 

568

 

564

 

Additional paid-in capital

 

174,637

 

168,599

 

Retained earnings

 

305,180

 

270,511

 

Accumulated other comprehensive loss

 

(15,567

)

(16,527

)

 

 

464,818

 

423,147

 

Treasury stock, at cost, 6,435,860 and 6,415,176 shares

 

(72,194

)

(71,850

)

 

 

 

 

 

 

Total shareholders’ equity

 

392,624

 

351,297

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

588,066

 

$

577,769

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

4



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CALGON CARBON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

(Unaudited)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2013

 

2012

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

34,669

 

$

14,169

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

21,399

 

19,711

 

Employee benefit plan provisions

 

1,370

 

4,468

 

Stock-based compensation

 

2,391

 

2,057

 

Deferred income tax expense (benefit)

 

2,877

 

(1,474

)

Restructuring (Note 1)

 

(129

)

7,958

 

Restructuring cash payments (Note 1)

 

(3,124

)

 

Changes in assets and liabilities – net of effects from foreign exchange:

 

 

 

 

 

(Increase) decrease in receivables

 

(7,096

)

5,657

 

(Increase) decrease in inventories

 

(3,289

)

6,079

 

Decrease (increase) in revenue in excess of billings on uncompleted contracts and other current assets

 

8,177

 

(7,519

)

Decrease in accounts payable, accrued liabilities, and accrued interest

 

(15,140

)

(2,999

)

Pension contributions

 

(3,547

)

(3,107

)

Other items – net

 

573

 

(508

)

Net cash provided by operating activities

 

39,131

 

44,492

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Proceeds from sale of business (Note 1)

 

642

 

 

Capital expenditures

 

(22,053

)

(45,674

)

Government grants received

 

1,709

 

947

 

Cash released from collateral

 

 

1,106

 

Net cash used in investing activities

 

(19,702

)

(43,621

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Japanese Revolving credit facility borrowings – short term (Note 10)

 

 

10,546

 

Japanese Revolving credit facility repayments – short term (Note 10)

 

(16,291

)

(10,291

)

U.S. Revolving credit facility borrowings – long term (Note 10)

 

64,900

 

61,200

 

U.S. Revolving credit facility repayments – long term (Note 10)

 

(71,150

)

(56,800

)

Proceeds from debt obligations

 

10,476

 

 

Reductions of debt obligations

 

(1,015

)

(2,294

)

Treasury stock purchased

 

(344

)

(567

)

Common stock issued

 

3,410

 

967

 

Excess tax benefit from stock-based compensation

 

 

(268

)

Net cash (used in) provided by financing activities

 

(10,014

)

2,493

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

2,401

 

1,722

 

 

 

 

 

 

 

Increase in cash and cash equivalents

 

11,816

 

5,086

 

Cash and cash equivalents, beginning of period

 

18,161

 

13,574

 

Cash and cash equivalents, end of period

 

$

29,977

 

$

18,660

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

5



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CALGON CARBON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands)

(Unaudited)

 

1.              Restructuring

 

During the third quarter of 2012, the Company adopted a worldwide strategy to reduce costs and realign the organization structure in response to the global economic slowdown, rising raw material and maintenance costs, and delays in implementation of environmental regulations, which have created a challenging business environment for the Company. As a part of this strategy, the Company permanently closed, and later sold, its Datong, China manufacturing facility, temporarily idled a reactivation facility in Blue Lake, California, and reduced headcount.  The Company has also consolidated operations at certain locations and will evaluate non-core businesses for potential divestiture.

 

For the three and nine months ended September 30, 2013, the Company recorded $(87) thousand and $0.4 million, respectively, of restructuring (income) charges which were all within the Activated Carbon and Service segment.  The Company also recorded a pre-tax gain of $0.6 million for the sale of its activated carbon manufacturing facility in Datong, China for the period ended March 31, 2013 which was in the Activated Carbon and Service segment.  The gain on sale was comprised of the release of foreign currency translation adjustments of $1.0 million which was partially offset by a $0.4 million charge for the write-off of goodwill.  For three and nine months ended September 30, 2012, the Company recorded $8.0 million of restructuring charges which were all within the Activated Carbon and Service segment.  These restructuring charges included impairment charges of $3.6 million for the permanent closure or sale of its activated carbon manufacturing facility in Datong, China and $0.4 million for the closure of a warehouse in Belgium.  The Company also recorded termination benefits, including early retirement obligations, as a result of the worldwide reduction of headcount of $3.8 million.

 

The remaining restructuring cash outlays are expected to be made in 2013.

 

The following table summarizes the activity in the restructuring reserve for the nine month period ended September 30, 2013:

 

(Thousands, except number of employees)

 

Employee
Termination
Benefits

 

Gain on Sale

 

Other

 

Total
Restructuring
Activity

 

Employees

 

Accrual at December 31, 2012

 

$

3,226

 

$

 

$

 

$

3,226

 

67

 

Restructuring charges (income)

 

357

 

(578

)

92

 

(129

)

4

 

Payments

 

(3,032

)

 

(92

)

(3,124

)

(67

)

Non-cash charges

 

 

578

 

 

578

 

 

Accrual at September 30, 2013

 

$

551

 

$

 

$

 

$

551

 

4

 

 

2.              Inventories

 

 

 

September 30, 2013

 

December 31, 2012

 

 

 

 

 

 

 

Raw materials

 

$

29,916

 

$

29,353

 

Finished goods

 

77,926

 

77,813

 

 

 

$

107,842

 

$

107,166

 

 

Inventories are recorded net of reserves of $2.1 million and $1.8 million for obsolete and slow-moving items at September 30, 2013 and December 31, 2012, respectively.

 

6



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3.              Supplemental Cash Flow Information

 

Cash paid for interest during the nine months ended September 30, 2013 and 2012 was $0.7 million and $0.8 million, respectively. Income taxes paid, net of refunds, were $11.1 million and $11.3 million, for the nine months ended September 30, 2013 and 2012, respectively.

 

The Company has reflected a $1.0 million decrease and a $1.4 million increase in accounts payable and accrued liabilities for changes in unpaid capital expenditures for the nine months ended September 30, 2013 and 2012, respectively.

 

4. Dividends

 

The Company’s Board of Directors did not declare or pay a dividend for the three or nine month periods ended September 30, 2013 and 2012.

 

5. Accumulated Other Comprehensive Income (Loss)

 

The following table provides details on the changes in the balances of each component of accumulated other comprehensive loss, net of tax, at September 30, 2013:

 

 

 

Foreign

 

 

 

 

 

Accumulated

 

 

 

Currency

 

Pension

 

 

 

Other

 

 

 

Translation

 

Benefit

 

 

 

Comprehensive

 

(Dollars in thousands)

 

Adjustments

 

Adjustments

 

Derivatives

 

Income (Loss)

 

Balance at December 31, 2012

 

$

17,098

 

$

(33,718

)

$

93

 

$

(16,527

)

Other comprehensive income (loss) before reclassifications

 

(7,320

)

181

 

549

 

(6,590

)

Amounts reclassified from other comprehensive income (loss)

 

1,032

 

(559

)

25

 

498

 

Net current-period other comprehensive income (loss)

 

(6,288

)

(378

)

574

 

(6,092

)

Balance at March 31, 2013

 

$

10,810

 

$

(34,096

)

$

667

 

$

(22,619

)

Other comprehensive income (loss) before reclassifications

 

2,834

 

(66

)

15

 

719

 

Amounts reclassified from other comprehensive income (loss)

 

(2,064

)

1,779

 

(30

)

1,749

 

Net current-period other comprehensive income (loss)

 

770

 

1,713

 

(15

)

2,468

 

Balance at June 30, 2013

 

$

11,580

 

$

(32,383

)

$

652

 

$

(20,151

)

Other comprehensive income (loss) before reclassifications

 

4,551

 

(184

)

(244

)

4,123

 

Amounts reclassified from other comprehensive income (loss)

 

 

608

 

(147

)

461

 

Net current-period other comprehensive income (loss)

 

4,551

 

424

 

(391

)

4,584

 

Balance at September 30, 2013

 

$

16,131

 

$

(31,959

)

$

261

 

$

(15,567

)

 

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The following tables provide details on amounts reclassified out of each component of accumulated other comprehensive (income) loss for the three and nine month periods ended September 30, 2013:

 

 

 

Three Months Ended

 

 

 

 

 

September 30, 2013

 

 

 

 

 

Amount Reclassified from

 

 

 

Details about Accumulated Other

 

Accumulated Other

 

Affected Line Item in the Statement

 

Comprehensive (Income) Loss Components

 

Comprehensive Loss (1)

 

Where Net Income is Presented

 

Derivatives (Note 7)

 

 

 

 

 

Foreign Exchange Contracts

 

$

339

 

Cost of products sold (excluding depreciation)

 

Natural Gas Contracts

 

(70

)

Cost of products sold (excluding depreciation)

 

 

 

269

 

Total before tax

 

 

 

(122

)

Tax (expense) or benefit

 

 

 

$

147

 

Net of tax

 

Pension Benefit Adjustments (Note 11)

 

 

 

 

 

Prior-service costs

 

$

(18

)

(2)

 

Actuarial losses

 

(962

)

(2)

 

 

 

(980

)

Total before tax

 

 

 

372

 

Tax (expense) or benefit

 

 

 

$

(608

)

Net of tax

 

Foreign Currency Translation Adjustments

 

 

 

 

 

Sale of foreign subsidiary (Note 1)

 

$

 

Restructuring (3)

 

 

 

 

Total before tax

 

 

 

 

Tax (expense) or benefit

 

 

 

$

 

Net of tax

 

Total reclassifications for the period

 

$

(461

)

Net of tax

 

 

 

 

Nine Months Ended

 

 

 

 

 

September 30, 2013

 

 

 

 

 

Amount Reclassified from

 

 

 

Details about Accumulated Other

 

Accumulated Other

 

Affected Line Item in the Statement

 

Comprehensive (Income) Loss Components

 

Comprehensive Loss (1)

 

Where Net Income is Presented

 

Derivatives (Note 7)

 

 

 

 

 

Foreign Exchange Contracts

 

$

769

 

Cost of products sold (excluding depreciation)

 

Natural Gas Contracts

 

(476

)

Cost of products sold (excluding depreciation)

 

 

 

293

 

Total before tax

 

 

 

(141

)

Tax (expense) or benefit

 

 

 

$

152

 

Net of tax

 

Pension Benefit Adjustments (Note 11)

 

 

 

 

 

Prior-service costs

 

$

(56

)

(2)

 

Actuarial losses

 

(2,882

)

(2)

 

 

 

(2,938

)

Total before tax

 

 

 

1,110

 

Tax (expense) or benefit

 

 

 

$

(1,828

)

Net of tax

 

Foreign Currency Translation Adjustments

 

 

 

 

 

Sale of foreign subsidiary (Note 1)

 

$

1,032

 

Restructuring (3)

 

 

 

1,032

 

Total before tax

 

 

 

 

Tax (expense) or benefit

 

 

 

$

1,032

 

Net of tax

 

Total reclassifications for the period

 

$

(644

)

Net of tax

 

 


(1)         Amounts in parentheses indicate reductions to income/increases to losses.

(2)         These accumulated other comprehensive loss components are included in the computation of net periodic pension cost.

(3)         The adjustment for 2013 relates to the Company’s sale of its activated carbon manufacturing facility in Datong, China.

 

Foreign currency translation adjustments exclude income tax (expense) benefit for the earnings of the Company’s non-U.S. subsidiaries as management believes these earnings will be reinvested for an indefinite period of time.  Determination of the amount of unrecognized deferred U.S. income tax liability on these unremitted earnings is not practicable.

 

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The income tax expense associated with the Company’s pension benefits included in accumulated other comprehensive loss was $18.9 million and $20.0 million at September 30, 2013 and December 31, 2012, respectively.  The income tax benefit associated with the Company’s derivatives included in accumulated other comprehensive loss was $(0.2) million and $(29) thousand at September 30, 2013 and December 31, 2012, respectively.

 

The following table contains the components of income tax (expense) benefit included in other comprehensive income (loss):

 

 

 

Foreign Currency Translation

 

Pension Benefits

 

Derivatives

 

 

 

Three Months

 

Nine Months

 

Three Months

 

Nine Months

 

Three Months

 

Nine Months

 

(Dollars in millions)

 

Ended

 

Ended

 

Ended

 

Ended

 

Ended

 

Ended

 

September 30, 2013

 

$

0.3

 

$

0.2

 

$

(0.4

)

$

(1.1

)

$

0.2

 

$

(0.2

)

September 30, 2012

 

$

0.2

 

$

 

$

 

$

0.7

 

$

 

$

(0.4

)

 

6.              Segment Information

 

The Company’s management has identified three segments based on the product line and associated services. Those segments include Activated Carbon and Service, Equipment, and Consumer. The Company’s chief operating decision maker, its chief executive officer, receives and reviews financial information in this format. The Activated Carbon and Service segment manufactures granular activated carbon for use in applications to remove organic compounds from liquids, gases, water, and air. This segment also consists of services related to activated carbon including reactivation of spent carbon and the leasing, monitoring, and maintenance of carbon fills at customer sites. The service portion of this segment also includes services related to the Company’s ion exchange technologies for treatment of groundwater and process streams. The Equipment segment provides solutions to customers’ air and water process problems through the design, fabrication, and operation of systems that utilize the Company’s enabling technologies:  ballast water, ultraviolet light, advanced ion exchange separation, and carbon adsorption.  The Consumer segment supplies activated carbon for use in military, industrial, and medical applications.  The following segment information represents the results of operations:

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

 

 

 

 

 

 

 

Activated Carbon and Service

 

$

123,027

 

$

114,971

 

$

365,933

 

$

358,561

 

Equipment

 

13,419

 

18,212

 

41,629

 

54,217

 

Consumer

 

2,929

 

2,284

 

7,285

 

7,700

 

 

 

$

139,375

 

$

135,467

 

$

414,847

 

$

420,478

 

Income (loss) from operations before depreciation, amortization, and restructuring

 

 

 

 

 

 

 

 

 

Activated Carbon and Service

 

$

24,951

 

$

9,900

 

$

73,556

 

$

47,729

 

Equipment

 

(628

)

726

 

(859

)

3,257

 

Consumer

 

809

 

482

 

1,656

 

1,832

 

 

 

25,132

 

11,108

 

74,353

 

52,818

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

Activated Carbon and Service

 

6,468

 

5,983

 

18,729

 

17,406

 

Equipment

 

725

 

619

 

2,191

 

1,832

 

Consumer

 

154

 

154

 

479

 

473

 

 

 

7,347

 

6,756

 

21,399

 

19,711

 

Income from operations before restructuring

 

17,785

 

4,352

 

52,954

 

33,107

 

 

 

 

 

 

 

 

 

 

 

Reconciling items:

 

 

 

 

 

 

 

 

 

Restructuring (Note 1)

 

87

 

(7,958

)

129

 

(7,958

)

Interest income

 

3

 

3

 

139

 

32

 

Interest expense

 

(122

)

(4

)

(428

)

(23

)

Other expense — net

 

(395

)

(1,042

)

(1,564

)

(1,806

)

Income (loss) before income tax provision (benefit)

 

$

17,358

 

$

(4,649

)

$

51,230

 

$

23,352

 

 

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September 30, 2013

 

December 31, 2012

 

Total Assets

 

 

 

 

 

Activated Carbon and Service

 

$

523,557

 

$

510,550

 

Equipment

 

56,787

 

60,191

 

Consumer

 

7,722

 

7,028

 

Consolidated total assets

 

$

588,066

 

$

577,769

 

 

7.              Derivative Instruments

 

The Company’s corporate and foreign subsidiaries use foreign currency forward exchange contracts and foreign exchange option contracts to limit the exposure of exchange rate fluctuations on certain foreign currency receivables, payables, and other known and forecasted transactional exposures for periods consistent with the expected cash flow of the underlying transactions.  The foreign currency forward exchange and foreign exchange option contracts generally mature within eighteen months and are designed to limit exposure to exchange rate fluctuations.  The Company also uses cash flow hedges to limit the exposure to changes in natural gas prices.  The natural gas forward contracts generally mature within one to eighteen months.  The Company enters into derivative financial instruments with high credit quality counterparties and diversifies its positions among such counterparties.  In addition, various master netting arrangements are in place with counterparties to facilitate settlement of gains and losses on these contracts.  The Company does not currently offset derivative positions on these contracts.  The Company accounts for its derivative instruments under Accounting Standards Codification (ASC) 815 “Derivatives and Hedging.”

 

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The fair value of outstanding derivative contracts recorded as assets in the accompanying condensed consolidated balance sheets were as follows:

 

 

 

 

 

September 30,

 

December 31,

 

Asset Derivatives

 

Balance Sheet Locations

 

2013

 

2012

 

Derivatives designated as hedging instruments under ASC 815:

 

 

 

 

 

 

 

Foreign exchange contracts

 

Other current assets

 

$

716

 

$

545

 

Foreign exchange contracts

 

Other assets

 

12

 

142

 

 

 

 

 

 

 

 

 

Total derivatives designated as hedging instruments under ASC 815

 

 

 

728

 

687

 

Derivatives not designated as hedging

 

 

 

 

 

 

 

instruments under ASC 815:

 

 

 

 

 

 

 

Foreign exchange contracts

 

Other current assets

 

854

 

433

 

 

 

 

 

 

 

 

 

Total asset derivatives

 

 

 

$

1,582

 

$

1,120

 

 

The fair value of outstanding derivative contracts recorded as liabilities in the accompanying condensed consolidated balance sheets were as follows:

 

 

 

 

 

September 30,

 

December 31,

 

Liability Derivatives

 

Balance Sheet Locations

 

2013

 

2012

 

Derivatives designated as hedging instruments under ASC 815:

 

 

 

 

 

 

 

Foreign exchange contracts

 

Accounts payable and accrued liabilities

 

$

366

 

$

191

 

Natural gas contracts

 

Accounts payable and accrued liabilities

 

69

 

360

 

Foreign exchange contracts

 

Accrued pension and other liabilities

 

62

 

61

 

 

 

 

 

 

 

 

 

Total derivatives designated as hedging instruments under ASC 815

 

 

 

497

 

612

 

Derivatives not designated as hedging Instruments under ASC 815:

 

 

 

 

 

 

 

Foreign exchange contracts

 

Accounts payable and accrued liabilities

 

33

 

34

 

 

 

 

 

 

 

 

 

Total liability derivatives

 

 

 

$

530

 

$

646

 

 

In accordance with ASC 820, “Fair Value Measurements and Disclosures,” the fair value of the Company’s foreign exchange forward contracts, foreign exchange option contracts, and natural gas forward contracts is determined using Level 2 inputs, which are defined as observable inputs.  The inputs used are from market sources that aggregate data based upon market transactions.

 

The use of derivatives exposes the Company to the risk that a counter party may default on a derivative contract.  The aggregate fair value of the Company’s derivative instruments in asset positions as of September 30, 2013 was $1.6 million, representing the maximum loss that the Company would recognize at that date if all counterparties failed to perform as contracted. The Company has entered into master agreements with counterparties for its foreign exchange contracts that may allow for netting of exposures in the event of default or termination of the

 

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counterparty agreement due to breach of contract.  The Company does not net its derivative positions by counterparty for purposes of balance sheet presentation and disclosure.

 

The gross and net amounts of derivative assets and liabilities were as follows (in thousands):

 

 

 

September 30, 2013

 

December 31, 2012

 

 

 

Fair Value
of Assets

 

Fair Value of
Liabilities

 

Fair Value
of Assets

 

Fair Value of
Liabilities

 

Gross derivative amounts recognized in the balance sheet

 

$

1,582

 

$

530

 

$

1,120

 

$

646

 

Gross derivative amounts not offset in the balance sheet that are eligible for offsetting

 

 

 

 

 

 

 

 

 

Derivatives — foreign currency contracts

 

(461

)

(461

)

(286

)

(286

)

Net amount

 

$

1,121

 

$

69

 

$

834

 

$

360

 

 

Cash Flow Hedges

 

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive income (OCI) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.  Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings and were not material for the three and nine months ended September 30, 2013 and 2012, respectively.

 

The following table provides details on the changes in accumulated OCI relating to derivative assets and liabilities that qualified for cash flow hedge accounting.

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30, 2013

 

September 30, 2013

 

 

 

 

 

 

 

 

 

Accumulated OCI derivative gain or (loss) at July 1, 2013 and January 1, 2013, respectively

 

$

1,069

 

$

74

 

Effective portion of changes in fair value

 

(355

)

788

 

Reclassifications from accumulated OCI derivative to earnings

 

(269

)

(293

)

Foreign currency translation

 

(11

)

(135

)

Accumulated OCI derivative gain or (loss) at September 30, 2013

 

$

434

 

$

434

 

 

 

 

Amount of Gain or (Loss)

 

 

 

Recognized in OCI on Derivatives

 

 

 

(Effective Portion)

 

 

 

Three Months Ended

 

 

 

September 30,

 

Derivatives in ASC 815 Cash Flow Hedging Relationships:

 

2013

 

2012

 

 

 

 

 

 

 

Foreign Exchange Contracts

 

$

(336

)

$

(301

)

Natural Gas Contracts

 

(19

)

67

 

Total

 

$

(355

)

$

(234

)

 

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Amount of Gain or (Loss)

 

 

 

Recognized in OCI on Derivatives

 

 

 

(Effective Portion)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

Derivatives in ASC 815 Cash Flow Hedging Relationships:

 

2013

 

2012

 

 

 

 

 

 

 

Foreign Exchange Contracts

 

$

874

 

$

131

 

Natural Gas Contracts

 

(86

)

(217

)

Total

 

$

788

 

$

(86

)

 

 

 

 

 

Amount of Gain or (Loss)

 

 

 

 

 

Reclassified from Accumulated

 

 

 

 

 

OCI in Income (Effective Portion) (1)

 

 

 

Location of Gain or

 

Three Months Ended

 

Derivatives in ASC 815 Cash Flow

 

(Loss) Recognized in

 

September 30,

 

Hedging Relationships:

 

Income on Derivatives

 

2013

 

2012

 

 

 

 

 

 

 

 

 

Foreign Exchange Contracts

 

Cost of products sold

 

 

 

 

 

 

 

(excluding depreciation)

 

$

339

 

$

196

 

Natural Gas Contracts

 

Cost of products sold

 

 

 

 

 

 

 

(excluding depreciation)

 

(70

)

(385

)

Total

 

 

 

$

269

 

$

(189

)

 

 

 

 

 

Amount of Gain or (Loss)

 

 

 

 

 

Reclassified from Accumulated

 

 

 

 

 

OCI in Income (Effective Portion) (1)

 

 

 

Location of Gain or

 

Nine Months Ended

 

Derivatives in ASC 815 Cash Flow

 

(Loss) Recognized in

 

September 30,

 

Hedging Relationships:

 

Income on Derivatives

 

2013

 

2012

 

 

 

 

 

 

 

 

 

Foreign Exchange Contracts

 

Cost of products sold

 

 

 

 

 

 

 

(excluding depreciation)

 

$

769

 

$

326

 

Natural Gas Contracts

 

Cost of products sold

 

 

 

 

 

 

 

(excluding depreciation)

 

(476

)

(1,307

)

Total

 

 

 

$

293

 

$

(981

)

 

 

 

 

 

Amount of Gain or (Loss)

 

 

 

 

 

Recognized in Income on

 

 

 

 

 

Derivatives (Ineffective

 

 

 

 

 

Portion and Amount

 

 

 

 

 

Excluded from

 

 

 

 

 

Effectiveness Testing) (2)

 

 

 

Location of Gain or

 

Three Months Ended

 

Derivatives in ASC 815 Cash Flow

 

(Loss) Recognized in

 

September 30,

 

Hedging Relationships:

 

Income on Derivatives

 

2013

 

2012

 

 

 

 

 

 

 

 

 

Foreign Exchange Contracts

 

Other expense — net

 

$

 

$

(1

)

Total

 

 

 

$

 

$

(1

)

 

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Table of Contents

 

 

 

 

 

Amount of Gain or (Loss)

 

 

 

 

 

Recognized in Income on

 

 

 

 

 

Derivatives (Ineffective

 

 

 

 

 

Portion and Amount

 

 

 

 

 

Excluded from

 

 

 

 

 

Effectiveness Testing) (2)

 

 

 

Location of Gain or

 

Nine Months Ended

 

Derivatives in ASC 815 Cash Flow

 

(Loss) Recognized in

 

September 30,

 

Hedging Relationships:

 

Income on Derivatives

 

2013

 

2012

 

 

 

 

 

 

 

 

 

Foreign Exchange Contracts

 

Other expense — net

 

$

 

$

(2

)

Total

 

 

 

$

 

$

(2

)

 

(1) Assuming market rates remain constant with the rates at September 30, 2013, a gain of $0.2 million is expected to be recognized in earnings over the next 12 months.

(2) For the three and nine months ended September 30, 2013 and 2012, the amount of gain (loss) recognized in income was all attributable to the ineffective portion of the hedging relationships.

 

The Company had the following outstanding derivative contracts that were entered into to hedge forecasted transactions:

 

 

 

September 30,

 

December 31,

 

(in thousands except for mmbtu)

 

2013

 

2012

 

Natural gas contracts (mmbtu)

 

395,000

 

235,000

 

Foreign exchange contracts

 

$

46,730

 

$

42,399

 

 

Other

 

The Company has also entered into certain derivatives to minimize its exposure to exchange rate fluctuations on certain foreign currency receivables, payables, and other known and forecasted transactional exposures.  The Company has not qualified these contracts for hedge accounting treatment and therefore, the fair value gains and losses on these contracts are recorded in earnings as follows:

 

 

 

 

 

Amount of Gain or (Loss)

 

 

 

 

 

Recognized in Income on

 

 

 

 

 

Derivatives

 

 

 

Location of Gain or

 

Three Months Ended

 

Derivatives Not Designated as

 

(Loss) Recognized in

 

September 30,

 

Hedging Instruments Under ASC 815:

 

Income on Derivatives

 

2013

 

2012

 

 

 

 

 

 

 

 

 

Foreign Exchange Contracts *

 

Other expense — net

 

$

152

 

$

131

 

Total

 

 

 

$

152

 

$

131

 

 

 

 

 

 

Amount of Gain or (Loss)

 

 

 

 

 

Recognized in Income on

 

 

 

 

 

Derivatives

 

 

 

Location of Gain or

 

Nine Months Ended

 

Derivatives Not Designated as

 

(Loss) Recognized in

 

September 30,

 

Hedging Instruments Under ASC 815:

 

Income on Derivatives

 

2013

 

2012

 

 

 

 

 

 

 

 

 

Foreign Exchange Contracts *

 

Other expense — net

 

$

833

 

$

501

 

Total

 

 

 

$

833

 

$

501

 

 


*As of September 30, 2013 and 2012, these foreign exchange contracts were entered into and settled during the respective periods.

 

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Management’s policy for managing foreign currency risk is to use derivatives to hedge up to 75% of the forecasted intercompany sales to its European, Canadian, and Japanese subsidiaries.  The hedges involving foreign currency derivative instruments do not span a period greater than eighteen months from the contract inception date.  Management uses various hedging instruments including, but not limited to foreign currency forward contracts, foreign currency option contracts and foreign currency swaps.  Management’s policy for managing natural gas exposure is to use derivatives to hedge from zero to 75% of the forecasted natural gas requirements.  These cash flow hedges currently span up to eighteen months from the contract inception date. Hedge effectiveness is measured on a quarterly basis and any portion of ineffectiveness is recorded directly to the Company’s earnings.

 

8.              Commitments and Contingencies

 

Waterlink

 

In conjunction with the February 2004 purchase of substantially all of Waterlink Inc.’s (Waterlink) operating assets and the stock of Waterlink’s U.K. subsidiary, environmental studies were performed on Waterlink’s Columbus, Ohio property by environmental consulting firms that provided an identification and characterization of certain areas of contamination.  In addition, these firms identified alternative methods of remediating the property and prepared cost evaluations of the various alternatives.  The Company concluded from the information in the studies that a loss at this property is probable and recorded the liability. At September 30, 2013 the balance recorded as a component of accounts payable and accrued liabilities and accrued pension and other liabilities was $0.5 million and $0.4 million, respectively.  At December 31, 2012 the balance recorded as a component of accrued pension and other liabilities was $1.4 million.  Liability estimates are based on an evaluation of, among other factors, currently available facts, existing technology, presently enacted laws and regulations, and the remediation experience of experts in groundwater remediation.  It is possible that a further change in the estimate of this obligation will occur as remediation progresses. The Company incurred $0.5 million of environmental remediation costs for each of the nine month periods ended September 30, 2013 and 2012, respectively. Remediation activities are ongoing and are currently expected to be completed by the end of 2014.

 

Carbon Imports

 

General Anti-Dumping Background:  On March 8, 2006, the Company and another U.S. producer of activated carbon (collectively the “Petitioners”) formally requested that the United States Department of Commerce investigate unfair pricing of certain thermally activated carbon imported from the People’s Republic of China.

 

On March 2, 2007, the Commerce Department published its final determination (subsequently amended) finding that imports of the subject merchandise from China were being unfairly priced, or dumped, and that anti-dumping duties should be imposed to offset the amount of the unfair pricing.  The resultant tariff rates ranged from 61.95% ad valorem (i.e., of the entered value of the goods) to 228.11% ad valorem.  Following a finding by the U.S. International Trade Commission that the domestic industry was injured by unfairly traded imports of activated carbon from China, an anti-dumping order imposing these tariffs was issued by the U.S. Department of Commerce and was published in the Federal Register on April 27, 2007.  All imports from China remain subject to the order.  Importers of subject activated carbon from China are required to make cash deposits of estimated

 

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anti-dumping duties at the time the goods are entered into the United States’ customs territory.  Final assessment of duties and duty deposits are subject to revision based on annual retrospective reviews conducted by the Commerce Department.

 

The Company is both a domestic producer, exporter from China (through its wholly-owned subsidiary Calgon Carbon (Tianjin) Co., Ltd.), and a U.S. importer of the activated carbon that is subject to the anti-dumping order.  As such, the Company’s involvement in the Commerce Department’s proceedings is both as a domestic producer (a “petitioner”) and as a foreign exporter (a “respondent”).

 

The Company’s role as an importer, which has in the past (and may in the future) required it to pay anti-dumping duties, results in a contingent liability related to the final amount of tariffs that are ultimately assessed on the imported product following the Commerce Department’s periodic review of relevant shipments and calculation of the anti-dumping duties due.  The amount of estimated anti-dumping tariffs payable on goods imported into the United States is subject to review and retroactive adjustment based on the actual amount of dumping that is found on entries made during a given annual period.  As a result of proceedings before the Commerce Department that concluded in November 2011, the Company is currently able to import activated carbon from Calgon Carbon (Tianjin) into the United States without posting a cash deposit.  As noted above, however, anti-dumping duties could be imposed on these shipments in the future, as a result of on-going proceedings before the Commerce Department.

 

As part of its standard process, the Commerce Department conducts annual reviews of sales made to the first unaffiliated U.S. customer, typically over the prior 12-month period.  These reviews will be conducted for at least five years subsequent to a determination in 2013 finding that the anti-dumping duty order should remain in effect, and can result in changes to the anti-dumping tariff rate (either increasing or reducing the rate) applicable to any foreign exporter.  Revision of tariff rates has two effects.  First, it will alter the actual amount of tariffs that U.S. Customs and Border Protection (“Customs”) will collect for the period reviewed, by either collecting additional duties above those deposited with Customs by the importer at the time of entry or refunding a portion of the duties deposited at the time of importation to reflect a decline in the margin of dumping.  If the actual amount of tariffs owed increases, Customs will require the U.S. importer to pay the difference, plus interest.  Conversely, if the tariff rate decreases, any difference will be refunded by Customs to the U.S. importer with interest.  Second, the revised rate becomes the cash deposit rate applied to future entries, and can either increase or decrease the amount of duty deposits an importer will be required to post at the time of importation.

 

Period of Review I: As an importer of activated carbon from China, and in light of the successful anti-dumping tariff case, the Company was required to pay deposits of estimated anti-dumping duties at the rate of 84.45% ad valorem to Customs on entries made on or after October 11, 2006 through March 1, 2007.  From March 2, 2007 through March 29, 2007, the anti-dumping duty deposit rate was 78.89%.  From March 30, 2007 through April 8, 2007, the anti-dumping duty deposit rate was 69.54%.  Because of limits on the government’s legal authority to impose provisional duties on imports prior to issuance of a final determination, entries made between April 9, 2007 and April 18, 2007 were not subject to anti-dumping duty assessments.  For the period from April 19, 2007

 

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through November 9, 2009, estimated anti-dumping duties were deposited at a rate of 69.54% ad valorem.

 

On November 10, 2009, the Commerce Department announced the final results of its review of the tariff period beginning October 11, 2006 through March 31, 2008 (period of review (“POR”) I).  Based on the POR I results, the Company’s ongoing duty deposit rate was adjusted from 69.54% to 14.51% (as further adjusted by .07% for certain ministerial errors as published in the Federal Register on December 17, 2009) for entries made subsequent to the announcement.  The Commerce Department determined an assessment rate (final duty to be collected) on the entries made in this period of 31.93% ad valorem, which is substantially lower than the original amounts secured by bonds and cash.  Accordingly, the Company reduced its recorded liability for unpaid deposits in POR I and recorded a receivable of $1.6 million reflecting expected refunds for tariff deposits made during POR I as a result of the announced decrease in the POR I tariff assessment rate. The Company had received the $1.6 million as of December 31, 2012.

 

Period of Review II:  On April 1, 2009, the Commerce Department published a formal notice allowing parties to request a second annual administrative review of the anti-dumping duty order covering the period April 1, 2008 through March 31, 2009 (POR II).  Requests for review were due no later than April 30, 2009.  The Company, in its capacity as a U.S. producer and separately as a Chinese exporter, elected not to participate in this administrative review.  By not participating in the review, the Company’s duty deposits made during POR II became final and are not subject to further adjustment.

 

On November 17, 2010, the Commerce Department announced the results of its review for POR II.  Because the Company was not involved in this review its deposit rates did not change from the rate of 14.51%, which was established during POR I.  The cooperative respondents involved in POR II that did not receive a company-specific rate received a deposit rate of $0.127 per pound.

 

Period of Review III:  On April 1, 2010, the Commerce Department published a formal notice allowing parties to request a third annual administrative review of the anti-dumping duty order covering the period April 1, 2009 through March 31, 2010 (“POR III”).  On October 31, 2011, the Commerce Department published the results of its review of POR III.  Based on the POR III results, the Company’s ongoing duty deposit rate was adjusted to zero.  The Company recorded a receivable of $1.1 million reflecting expected refunds for duty deposits made during POR III as a result of the announced decrease in the POR III assessment rate.  The Commerce Department continued to assign cooperative respondents involved in POR III a deposit rate of $0.127 per pound.  In early December 2011, several separate rate respondents appealed the Commerce Department’s final results of POR III.  On August 15, 2013 the Court of International Trade (the Court) issued its opinion in the appeal of the POR III review results.  The Court remanded the case back to the Commerce Department to reconsider certain surrogate values selected by the Department to value raw materials consumed by the respondents to produce steam activated carbon in China.  The Court also instructed the Department to reconsider the separate rate applied to the non-responding companies and the use of per-unit rates for one respondent.  The Commerce Department is due to issue its remand determination by November 13, 2013.

 

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The Company does not expect the Commerce Department review remanded by the Court to materially impact the anticipated $1.1 million of expected refunds for tariff deposits it made during POR III.  The main impact of any change made by the Commerce Department would be related to the amount of anti-dumping duties assessed on imports by the mandatory and cooperative rate respondents other than the Company and its affiliates that were entered into the United States between April 1, 2008 and March 31, 2009.

 

Period of Review IV:  On April 1, 2011, the Commerce Department published a formal notice allowing parties to request a fourth annual administrative review of the anti-dumping duty order covering the period April 1, 2010 through March 31, 2011 (“POR IV”).  On November 9, 2012, the Commerce Department published the final results of its review of POR IV.  Specifically, the Commerce Department calculated anti-dumping margins for the mandatory respondents it examined ranging from $0.20 per pound (Jacobi Carbons AB and its affiliates) to $0.96 per pound (Ningxia Guanghua Cherishmet Activated Carbon Co., Ltd. and its affiliates), and it calculated an anti-dumping margin of $0.47 per pound for the cooperative, separate rate respondents whose shipments of activated carbon to the United States were not individually reviewed.  The Commerce Department also calculated a zero anti-dumping margin for Datong Juqiang Activated Carbon Co., Ltd.  The Company, as a Chinese exporter and a U.S. importer, elected not to participate as a respondent in this administrative review.  By not participating as a respondent in the review, the Company’s tariff deposits made at a rate of 14.51% during POR IV became final and are not subject to further adjustment.  The Company’s ongoing deposit rate continues to be zero which was a result of the company-specific rate calculated in POR III.  Appeals challenging the Commerce Department’s final results for POR IV have been commenced before the U.S. Court of International Trade by Jacobi Carbons AB, Ningxia Guanghua Cherishment Activated Carbon Co., Ltd. and its affiliates; Tangshan Solid Carbon Co., Ltd.; Carbon Activated Corporation and Car Go Worldwide, Inc.; and Shanxi Industry Technology Trading Co., Ltd.  The Company does not expect an initial decision from the court concerning these appeals before the end of 2013, and expects that this litigation will not directly impact the Company’s operations.

 

Period of Review V: On April 2, 2012, the Commerce Department published a formal notice allowing parties to request a fifth annual administrative review of the anti-dumping duty order covering the period April 1, 2011 through March 31, 2012 (“POR V”).  Requests for review were due no later than April 30, 2012. On July 11, 2012, the Commerce Department announced its selection of Jacobi Carbons AB and Ningxia Huahui Activated Carbon Co, Ltd. as the two mandatory respondents for POR V.  Albemarle Corporation has requested a review of Calgon Carbon (Tianjin) for POR V.  The analysis of POR V data began in 2012 and the preliminary results of the Commerce Department’s review of POR V were announced on May 3, 2013. The Commerce Department calculated preliminary anti-dumping margins for the mandatory respondents that it examined ranging from $0.13 per pound (Ningxia Huahui Activated Carbon Co.) to $0.25 per pound (Jacobi Carbons AB and its affiliates), and as a result, it calculated a preliminary anti-dumping margin of $0.19 per pound for the cooperative, separate rate respondents whose shipments of activated carbon to the United States were not individually reviewed.  These preliminary margins are subject to change by the final determination, which is expected to be announced sometime in November 2013.

 

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Sunset Review:  In March 2012, the Commerce Department and U.S. International Trade Commission (“ITC”) initiated proceedings as part of a five-year “sunset” review to evaluate whether the anti-dumping order should be continued for an additional five years.  The Company, and two other U. S. producers of activated carbon, participated in the review to support continuation of the anti-dumping order for an additional five years.  The Company maintained that the continuation of the anti-dumping order was appropriate as the Commerce Department has determined that Chinese producers and exporters have continued — and, absent continuation of the anti-dumping order, will in the future continue — to sell activated carbon in the United States at unfairly low prices.  This is demonstrated by the positive anti-dumping duty margins and deposit rates determined during the various annual reviews conducted by the Commerce Department since the anti-dumping order took effect in April 2007.  The Company asserted that the disciplining effect of the order played an important role in maintaining fair market pricing of the activated carbon market overall.  Without the anti-dumping order in place, the Company argued that Chinese producers and exporters would resume or increase dumping of certain thermally activated carbon in the United States.  Since the anti-dumping order was published, the Company has reduced its imports of covered activated carbon products from China and has increased production of activated carbon in the United States. On June 6, 2012, the Commerce Department published in the Federal Register its final results in an expedited sunset review, and determined that absent continuation of the anti-dumping order dumping of Chinese activated carbon in the United States would be likely to continue or recur.  As a result, it determined the order should be continued for an additional five years.

 

On June 4, 2012 the ITC voted unanimously to conduct a full review of the anti-dumping order.  As a result, the agency utilized a process similar to its original injury investigation, where the agency distributed detailed questionnaires to gather information for its investigation from domestic producers, foreign producers, U.S. importers, and purchasers, and conducted a hearing on December 18, 2012.  The Company and the two other U.S. producers of activated carbon, as well as a U.S. importer of activated carbon, participated in the hearing.  Based on the information gathered by the agency during its review, the ITC reached a unanimous affirmative determination on February 8, 2013, voting to continue the anti-dumping order for an additional five years.   The Commerce Department published a notice in the Federal Register on March 18, 2013, stating that the anti-dumping order will be continued for an additional five years.

 

Period of Review VI: On April 2, 2013, the Commerce Department published a formal notice allowing parties to request a sixth annual administrative review of the anti-dumping duty order covering the period April 1, 2012 through March 31, 2013 (“POR VI”).  Requests for an administrative review were submitted to the Commerce Department in April of 2013.  On June 26, 2013, the Commerce Department announced its selection of Jacobi Carbons AB and Ningxia Huahui Activated Carbon Co, Ltd. as the two mandatory respondents for POR VI.  Albemarle Corporation has requested a review of Calgon Carbon (Tianjin) for POR VI.  The analysis of POR VI began in the third quarter of 2013 and the preliminary results of the Commerce Department’s review of POR VI are anticipated to be announced in late April or early May of 2014.

 

Continued Dumping and Subsidy Offset Act Distributions:  Pursuant to the Continued Dumping and Subsidy Offset Act (CDSOA) of 2000 (repealed effective February 8, 2006), as an affected domestic producer, the

 

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Company is eligible to apply for a share of the distributions of certain tariffs collected on imports of subject merchandise from China that entered the United States from October 11, 2006 to September 30, 2007.  As a result, the Company is eligible to receive a distribution of duties collected on imports of certain activated carbon that entered the United States during a portion of POR I.  In June 2013, June 2012 and July 2011, 2010, 2009 and 2008, the Company applied for such distributions which are typically made in the fourth quarter of each calendar year.  There were no additional amounts received by the Company for the years ended December 31, 2011 and 2010.  In November 2009 and December 2008, the Company received distributions of approximately $0.8 million and $0.2 million, respectively, which reflected 59.57% of the total amount of duties then available and distributed by Customs in connection with the anti-dumping order on certain activated carbon from China.

 

CDSOA distributions related to POR I imports were on hold while the POR I final results for certain exporters were under appeal.  All POR I appeals were subsequently resolved and Customs issued liquidation instructions in October 2011 for activated carbon entries affected by the appeal process involving POR I.  The Company received $1.8 million in December 2012 related to the CDSOA distributions of which $1.5 million was reflected within the Company’s consolidated statement of comprehensive income for the year ended December 31, 2012.

 

On May 31, 2013, Customs announced the preliminary amount of duties available (as of April 30, 2013) for distribution under the CDSOA for fiscal year 2013.  The preliminary amount identified for distribution related to certain activated carbon imported from China totaled approximately $0.1 million which should be distributed to eligible parties in December 2013.  The Company expects to receive 59.57% of the fiscal year 2013 distribution.  The Company does not anticipate any further material CDSOA distributions subsequent to the distribution expected to be made in December 2013.

 

Big Sandy Plant

 

By letter dated January 22, 2007, the Company received from the United States Environmental Protection Agency (EPA) Region 4 a report of a hazardous waste facility inspection performed by the EPA and the Kentucky Department of Environmental Protection (KYDEP) as part of a Multi Media Compliance Evaluation of the Company’s Big Sandy Plant in Catlettsburg, Kentucky that was conducted on September 20 and 21, 2005. Accompanying the report was a Notice of Violation (NOV) alleging multiple violations of the Federal Resource Conservation and Recovery Act (RCRA) and corresponding EPA and KYDEP hazardous waste regulations as well as the Clean Water Act (CWA).

 

The alleged violations mainly concern the hazardous waste spent activated carbon regeneration facility. The Company met with the EPA on April 17, 2007 to discuss the inspection report and alleged violations, and submitted written responses in May and June 2007. In August 2007, the EPA notified the Company that it believed there were still significant violations of RCRA and the CWA that were unresolved by the information provided in the Company’s responses, without specifying the particular violations. During a meeting with the EPA on December 10, 2007, the EPA indicated that the agency would not pursue certain other alleged violations. The Company has taken action to address and remediate a number of the alleged violations. The Company now believes, and the EPA has indicated, that the number of unresolved issues as to alleged continuing violations cited

 

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in the January 22, 2007 NOV has been reduced substantially. The EPA can take formal enforcement action to require the Company to remediate any or all of the unresolved alleged continuing violations, which could require the Company to incur substantial additional costs.  The EPA can also take formal enforcement action to impose substantial civil penalties with respect to violations cited in the NOV, including those which have been admitted or resolved.

 

By letter dated January 5, 2010, the EPA determined that certain residues resulting from the treatment of the carbon reactivation furnace off-gas are RCRA listed hazardous wastes and the material dredged from the onsite wastewater treatment lagoons were RCRA listed hazardous wastes and that they need to be managed in accordance with RCRA regulations. The Company believes that the cost to treat and/or dispose of the material dredged from the lagoons as hazardous waste could be substantial. However, by letter dated January 22, 2010, the Company received a determination from the KYDEP Division of Waste Management that the materials were not RCRA listed hazardous wastes when recycled, as had been the Company’s practice. The Company believes that pursuant to EPA regulations, KYDEP is the proper authority to make this determination. Thus, the Company believes that there is no basis for the position set forth in the EPA’s January 5, 2010 letter and the Company will vigorously defend any complaint on the matter.  By letter dated May 12, 2010 from the Department of Justice Environmental and Natural Resources Division (the “DOJ”), the Company was informed that the DOJ was prepared to take appropriate enforcement action against the Company for the NOV and other violations under the CWA. The Company met with the DOJ on July 9, 2010 and agreed to permit more comprehensive testing of the lagoons and to share data and analysis already obtained.  On July 19, 2010, the EPA sent the Company a formal information request with respect to such data and analysis, which was answered by the Company.  In September 2010, representatives of the EPA met with Company personnel for two days at the Big Sandy plant.  The visit included an inspection by the EPA and discussion regarding the plan for additional testing of the lagoons and material dredged from the lagoons.

 

The Company, EPA and DOJ have had ongoing meetings and discussions since the September 2010 inspection.  The Company has completed testing of some of the material dredged from the lagoons and of materials in one of the lagoons. The results of this testing have been provided to the EPA and the KYDEP.  The Company believes that the results are favorable.  On March 9, 2012 the KYDEP issued a determination that the material dredged from the lagoons that comes from that portion of the stockpile that has been tested; material currently in the lagoons; and future generated material, no longer contains a hazardous waste.  The determination further states that KYDEP will not regulate the material as a solid waste so long as the material is managed in accordance with certain agreed upon procedures.  On April 2, 2012 the EPA issued a similar determination with respect to the material dredged from the lagoons that comes from that portion of the stockpile that has been tested.

 

On April 11, 2012, the Company met with the EPA to attempt to negotiate a comprehensive settlement including the extent, if any, of additional testing that should be done on any of the remaining material; the long-term plans for the lagoons including possible process modifications and civil penalties. The EPA indicated that such a comprehensive resolution may be possible but that the agency still expects significant civil penalties with respect to the violations cited in the NOV as well as the alleged CWA violations.  The Company believes that the size of

 

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any civil penalties, if any, should be reduced since all the alleged violations, except those with respect to the characterization of the certain residues resulting from the treatment of the carbon reactivation furnace off-gas and the material dredged from the onsite wastewater treatment lagoons, have been resolved.  The Company believes that there should be no penalties associated with respect to the characterization of the residues resulting from the treatment of the carbon reactivation furnace off-gas and the material dredged from the onsite wastewater treatment lagoons as the Company believes that those materials are not RCRA listed hazardous waste as has been determined by the KYDEP and the testing has shown that the material is not hazardous.

 

The Company accrued $2.0 million as its estimate of potential loss related to civil penalties as of December 31, 2010. In the second quarter of 2012, the Company recorded a reduction of $0.2 million to this estimate.  Since April 2012, the Company and the EPA have continued to negotiate the issues. In November 2012 the parties met and agreed in principal to a total civil penalty of $1.6 million.  In July 2013 the EPA provided the Company with a draft consent decree.

 

The Company has completed negotiation of the consent decree and in September 2013 signed and delivered the consent decree to the EPA and DOJ.  On October 28, 2013, the fully signed consent decree was lodged with the Federal District Court in Kentucky.  As part of the proposed consent decree the Company will pay a civil penalty of $1.6 million but makes no admissions of any violations.  The Company will be required under the consent decree to conduct testing of the portion of the stockpiled material that has not previously been tested in accordance with a pre-approved work plan and will install two ground water monitoring wells at the Company’s permitted solid waste landfill where some lagoon solids had previously been disposed.  The Consent Decree provides that EPA and DOJ agree that such landfill is to be considered a non-hazardous facility and regulated by KYDEP.  Finally, the Company will not be required to close or retrofit any of the units discussed above as RCRA hazardous waste management units and may continue to use them in their current manner.  The Company will be subject to daily stipulated penalties for any failure to conduct the required testing of the previously untested stockpile or to install and sample the landfill wells in accordance with the EPA-approved protocols and schedules.

 

During the quarter ended September 30, 2013, the Company recorded a reduction of $0.2 million from its accrual for this matter to reflect the agreed upon civil penalty.  However, the Company has also recognized net costs of approximately $0.4 million related primarily to the required ongoing testing and sampling as previously mentioned.

 

Frontier Chemical Processing Royal Avenue Site

 

In June 2007, the Company received a Notice Letter from the New York State Department of Environmental Conservation (NYSDEC) stating that the NYSDEC had determined that the Company is a Potentially Responsible Party (PRP) at the Frontier Chemical Processing Royal Avenue Site in Niagara Falls, New York (the “Site”).  The Notice Letter requested that the Company and other PRP’s develop, implement and finance a remedial program for Operable Unit #1 at the Site.  Operable Unit #1 consists of overburden soils and overburden and upper bedrock groundwater.  The Company has joined a PRP group (the “PRP Group”) and has executed a Joint Defense Agreement with the group members.  The PRP Group has approximately $7.5 million in a trust account

 

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to fund remediation.  In August 2008, the Company and over 100 PRP’s entered into a Consent Order with the NYSDEC for additional site investigation directed toward characterization of the Site to better define the scope of the remedial project.  The Company contributed monies to the PRP Group to help fund the work required under the Consent Order.  The additional site investigation required under the Consent Order was initiated in 2008 and completed in the spring of 2009. A final report of the site investigation was submitted to the NYSDEC in October 2009 and revised in September 2010.  By letter dated October 10, 2010, the NYSDEC approved the report and terminated the Consent Order.  The PRP Group was issued a Significant Industrial User Permit by the Niagara Falls Water Board (NFWB) in November 2010.  The permit allows the shallow ground water flow from the Site to continue to be naturally captured by the adjacent sewer tunnels with subsequent treatment of the ground water at the Niagara Falls Wastewater Treatment Plant.

 

The PRP Group has now proposed and the NYSDEC has agreed to permit onsite thermal treatment of the contaminated soil to achieve the soil clean-up standards. In March 2013, the Company, along with over thirty other PRPs, entered into a consent decree with the NYSDEC pursuant to which the work plan for the remedial program was agreed upon.  The cleanup has begun and is expected to be completed in early 2014.  As of the end of September 2013, estimated remaining costs to complete the clean-up were approximately $6.4 million and the PRP Group had cash on hand to pay towards such costs of approximately $5.3 million.  There are additional potential funds also available to the PRP group.  The Company has not determined what portion of the costs associated with the remedial program it will be obligated to bear and the Company cannot predict with any certainty the outcome of this matter or range of potential loss.

 

Pearl River Plant

 

In August 2012, the Company’s Pearl River plant, located in Pearlington, Mississippi, was impacted by Hurricane Isaac.  The Company has both property and business interruption insurance coverage for this plant.  In January 2013, management filed a claim with its insurance carrier to recover damages for both property and business interruption related to this event.  In March 2013, the Company settled its insurance claim and received $0.4 million from its insurance carrier and recorded it as a deduction to cost of products sold (excluding depreciation) for the three months ended March 31, 2013.

 

Accelerated Share Repurchase

 

In November 2012, the Company’s Board of Directors authorized an accelerated share repurchase of Company common stock under a share repurchase program (the “Program”).  On November 20, 2012, the Company paid a purchase price of $50 million and initially received 3,276,002 shares upon inception of the Program. The actual number of shares that the Company repurchased under the Program was determined based on a discount to the arithmetic mean of the volume-weighted average prices (VWAP) of the Company’s common stock for each observation date over the course of applicable calculation period which ended on September 30, 2013.  The actual amount of shares to be repurchased was 340,334 shares less than the number of shares previously delivered, and as a result, the Company sold back that many shares to the counterparty in the form of a private placement of unregistered securities. The Company’s outstanding common shares used to calculate earnings per share were reduced by the number of repurchased shares pursuant to the Program as they are delivered to the Company, and

 

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the $50 million purchase price was recorded as a reduction in stockholders’ equity upon its payment.  The Company increased its diluted shares outstanding to reflect the 340,334 shares that were sold back in the form of the private placement.

 

Other

 

In addition to the matters described above, the Company is involved in various other legal proceedings, lawsuits and claims, including employment, product warranty and environmental matters of a nature considered normal to its business.  It is the Company’s policy to accrue for amounts related to these legal matters when it is probable that a liability has been incurred and the loss amount is reasonably estimable.  Management believes that the ultimate liabilities, if any, resulting from such lawsuits and claims will not materially affect the consolidated financial position or liquidity of the Company, but an adverse outcome could be material to the results of operations in a particular period in which a liability is recognized.

 

9.              Goodwill & Other Identifiable Intangible Assets

 

The Company has elected to perform the annual impairment test of its goodwill, as required, on December 31 of each year. For purposes of the test, the Company has identified reporting units, as defined within ASC 350, “Intangibles — Goodwill and Other,” at a regional level for the Activated Carbon and Service segment and at the technology level for the Equipment segment and has allocated goodwill to these reporting units accordingly. The goodwill associated with the Consumer segment is not material and has not been allocated below the segment level.

 

The changes in the carrying amounts of goodwill by segment for the nine months ended September 30, 2013 are as follows:

 

 

 

Activated

 

 

 

 

 

 

 

 

 

Carbon &

 

 

 

 

 

 

 

 

 

Service

 

Equipment

 

Consumer

 

 

 

 

 

Segment

 

Segment

 

Segment

 

Total

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2012

 

$

20,310

 

$

6,660

 

$

60

 

$

27,030

 

Restructuring (Note 1)

 

(419

)

 

 

(419

)

Foreign exchange

 

(9

)

(65

)

 

(74

)

 

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2013

 

$

19,882

 

$

6,595

 

$

60

 

$

26,537

 

 

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The following is a summary of the Company’s identifiable intangible assets as of September 30, 2013 and

 

December 31, 2012, respectively:

 

 

 

 

 

September 30, 2013

 

 

 

Weighted Average

 

Gross Carrying

 

Foreign

 

Accumulated

 

Net Carrying

 

 

 

Amortization Period

 

Amount

 

Exchange

 

Amortization

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized Intangible Assets:

 

 

 

 

 

 

 

 

 

 

 

Patents

 

20.0 Years

 

$

676

 

$

 

$

(581

)

$

95

 

Customer Relationships

 

15.9 Years

 

10,450

 

(218

)

(8,666

)

1,566

 

Product Certification

 

  5.4 Years

 

7,905

 

(18

)

(4,917

)

2,970

 

Unpatented Technology

 

18.4 Years

 

3,183

 

 

(2,390

)

793

 

Licenses

 

20.0 Years

 

964

 

7

 

(216

)

755

 

Total

 

12.9 Years

 

$

23,178

 

$

(229

)

$

(16,770

)

$

6,179

 

 

 

 

 

 

December 31, 2012

 

 

 

Weighted Average

 

Gross Carrying

 

Foreign

 

Accumulated

 

Net Carrying

 

 

 

Amortization Period

 

Amount

 

Exchange

 

Amortization

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized Intangible Assets:

 

 

 

 

 

 

 

 

 

 

 

Patents

 

20.0 Years

 

$

676

 

$

 

$

(548

)

$

128

 

Customer Relationships

 

15.9 Years

 

10,450

 

(223

)

(8,311

)

1,916

 

Product Certification

 

  5.4 Years

 

7,369

 

(3

)

(3,917

)

3,449

 

Unpatented Technology

 

18.4 Years

 

3,183

 

 

(2,191

)

992

 

Licenses

 

20.0 Years

 

964

 

119

 

(180

)

903

 

Total

 

13.1 Years

 

$

22,642

 

$

(107

)

$

(15,147

)

$

7,388

 

 

For the three and nine months ended September 30, 2013, the Company recognized $0.5 million and $1.6 million, respectively, of amortization expense related to intangible assets.  For the three and nine months ended September 30, 2012, the Company recognized $0.6 million and $1.5 million, respectively, of amortization expense related to intangible assets.  As of September 30, 2013, estimated future amortization expense of identifiable intangible assets is $0.5 million for the remaining three months of 2013. The Company estimates amortization expense to be recognized during the next five years as follows:

 

For the year ending December 31:

 

2014

 

$

2,032

 

2015

 

1,366

 

2016

 

1,136

 

2017

 

337

 

2018

 

139

 

 

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10.  Borrowing Arrangements

 

Short-Term Debt

 

 

 

September 30,

 

December 31,

 

 

 

2013

 

2012

 

Borrowings under Japanese Working Capital Loan

 

$

 

$

18,611

 

Borrowings under China Credit Facility

 

270

 

 

Borrowings under Japanese Term Loan

 

 

954

 

Total

 

$

270

 

$

19,565

 

 

Long-Term Debt

 

 

 

September 30,

 

December 31,

 

 

 

2013

 

2012

 

U.S. Credit Facility Borrowings

 

$

38,000

 

$

44,250

 

Borrowings under Japanese Term Loan

 

10,178

 

 

Belgian Loan Borrowings

 

162

 

158

 

Total

 

$

48,340

 

$

44,408

 

 

U.S. Credit Facility

 

The Company’s U.S. Credit Facility (Credit Facility), which expires on November 17, 2016, contains a revolving credit capacity of $125.0 million with a $30.0 million sublimit for the issuance of letters of credit.  So long as no event of default has occurred