Item 7. Management’s Discussion and Analysis
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
We are 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 end markets, including semiconductor, industrial, aerospace and defense, automotive, energy, consumer electronics, and telecom and data center.
COVID-19 Update
In March 2020, the W orld Health O r ganization characterized a novel strain of the coronavirus, known as COVID-19, as a pandemic. The duration of the COVID-19 pandemic and the long-term impacts on the economy are uncertain and could impact the Company ’ s estima t es. Management continues to manage global macroeconomic impacts on supply chains, inflationary costs, and labor availability and costs, all of which impacted the Company throughout 2021.
HCS-Electronic Materials Acquisition
On September 19, 2021, the Company entered into a definitive agreement under which it has agreed to acquire HCS-Electronic Materials from H.C. Starck Group GmbH for a purchase price of approximately $ 395.9 million in cash, on a cash-free, debt-free basis, subject to a customary purchase price adjustment mechanism. Acquisition-related transaction and integration costs totaled $5.3 million in the third quarter of 2021. These costs are included in selling, general, and administrative expenses in the Consolidated Statement of Income. On November 1, 2021, the Company completed the acquisition. The Company financed the purchase price for the HCS-Electronic Materials acquisition with a new $300 million five-year term loan pursuant to a delayed draw term loan facility entered into during October 2021 and $103 million of borrowings under its amended revolving credit facility, which was also extended to expire five years in October 2026.
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RESULTS OF OPERATIONS
(Thousands except per share data) 2021 2020 2019
Net sales $ 1,510,644 $ 1,176,274 $ 1,185,424
Value-added sales 859,700 665,125 726,749
Gross margin 283,762 192,633 262,690
Gross margin as a % of Value-added sales 33 % 29 % 36 %
Selling, general, and administrative (SG&A) expense 163,777 133,963 147,164
SG&A expense as a % of Value-added sales 19 % 20 % 20 %
Research and development (R&D) expense 26,575 20,283 18,271
R&D expense as a % of Value-added sales 3 % 3 % 3 %
Goodwill impairment charges — 9,053 11,560
Asset impairment charges — 1,419 2,581
Restructuring expense (438) 11,237 785
Other — net 16,737 8,463 11,783
Operating profit 77,111 8,215 70,546
Other non-operating (income) expense — net (5,115) (3,939) 3,431
Interest expense — net 4,901 3,879 1,579
Income before income taxes 77,325 8,275 65,536
Income tax expense (benefit) 4,851 (7,187) 12,142
Net income 72,474 15,462 53,394
Diluted earnings per share 3.50 0.75 2.59
2021 Compared to 2020
Net sales of $1,510.6 million in 2021 increased $334.3 million from $1,176.3 million in 2020. Each segment recorded strong increases in sales when compared to the prior year, as sales in Performance Alloys and Composites grew 30%, sales in Advanced Materials grew 29% and sales in Precision Optics grew 19%. Strong market demand and our ability to capitalize on new business opportunities drove most of the increase. The change in precious metal and copper prices favorably impacted net sales during 2021 by $47.4 million. Sales in 2021 also included a full year of Optics Balzers sales and two months of HCS-Electronic Materials sales as compared to five and a half months of Optics Balzers sales in 2020.
Value-added sales is a non-GAAP financial measure that removes the impact of pass-through metal costs and allows for analysis without the distortion of the movement or volatility in metal prices and changes in mix due to customer-supplied material. Internally, we manage our business on this basis, and a reconciliation of net sales, the most directly comparable GAAP financial measure, to value-added sales is included herein. Value-added sales of $859.7 million in 2021 were up 29% compared to 2020. The increase was due to strong demand across all of our markets and our ability to capitalize on new business opportunities.
Gross margin was $283.8 million in 2021, a 47% increase from the $192.6 million gross margin recorded in 2020. Gross margin expressed as a percentage of value-added sales increased to 33% in 2021 from 29% in 2020. The increase was primarily driven by strong product demand across all of our manufacturing sites as core markets rebounded in 2021 and the Company's strong operating performance.
SG&A expense totaled $163.8 million in 2021 as compared to $134.0 million in 2020. The increase in SG&A expense for 2021 was primarily driven by the Optics Balzers and HCS-Electronic Materials additions, related transaction and integration costs from the HCS-Electronic Materials acquisition and higher variable compensation costs based on the strong 2021 operating performance. Expressed as a percentage of value-added sales, SG&A expense decreased 100 basis points in 2021 to 19% compared to 20% in 2020.
R&D expense consists primarily of direct personnel costs for pre-production evaluation and testing of new products, prototypes, and applications. R&D expense was $26.6 million in 2021, an increase of 31% compared to 2020. R&D costs as a percentage of value-added sales remained at 3%. The increase in R&D expense reflects the full-year impact of the Optics Balzers acquisition and the additional investment in new product and application development.
Goodwill and Asset impairment charges were $0 in 2021. Refer to Note N to the Consolidated Financial Statements for additional discussion regarding 2020.
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Restructuring expense consists primarily of cost reduction actions taken in order to improve the efficiency of our operations. We incurred no material restructuring costs in 2021. All 2021 activity was related to final resolution of 2020 accrual balances that were remaining from the restructuring actions taken in 2020 when we recorded $11.2 million of restructuring charges associated with the permanent closure of our Warren, Michigan and Fremont, California facilities in our Performance Alloys and Composites segment and the closure of our Large Area Coatings (LAC) business in our Precision Optics segment.
Refer to Note E to the Consolidated Financial Statements for additional discussion.
Other-net totaled expense of $16.7 million and $8.5 million in 2021 and 2020, respectively. The increase in Other-net was driven by an increase in acquisition amortization due to the acquisition of HCS-Electronic Materials in the fourth quarter of 2021 and a full year of amortization from the Optics Balzers acquisition plus $3.3 million foreign exchange hedge gain realized in 2020 that did not reoccur in 2021. Refer to Note F to the Consolidated Financial Statements for the major components within Other-net.
Other non-operating (income) expense-net includes components of pension and post-retirement expense other than service costs. Refer to Note P of the Consolidated Financial Statements for details of the components of net periodic benefit costs.
Interest expense - net was $4.9 million in 2021 and $3.9 million in 2020. The increase in interest expense in 2021 compared to 2020 is primarily due to borrowings under our new term loan facility and increased borrowings under the revolving credit facility during the fourth quarter of 2021 as a result of funding the HCS-Electronic Materials acquisition.
Income tax expense (benefit) for 2021 was $4.9 million of expense compared to $7.2 million of benefit in 2020. The effects of percentage depletion, foreign derived intangible income deduction, and the release of a valuation allowance in a foreign jurisdiction were the primary factors for the difference between the effective and statutory tax rates in 2021. Refer to Note H to the Consolidated Financial Statements for further details on income taxes.
See the Management Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2020 for a discussion of our results for 2020 compared to 2019.
Segment Disclosures
The Company has four reportable segments: Performance Alloys and Composites, Advanced Materials, Precision Optics, and Other. The Other reportable segment includes unallocated corporate costs.
Performance Alloys and Composites
(Thousands) 2021 2020 2019
Net sales $ 511,874 $ 394,195 $ 500,201
Value-added sales 440,432 345,335 428,084
Operating profit 67,908 13,597 73,815
2021 Compared to 2020
Net sales from the Performance Alloys and Composites segment of $511.9 million in 2021 increased 30% compared to 2020. The increase was due to higher sales into all major end markets, the largest of which were in the industrial, automotive, aerospace & defense and other end markets.
Value-added sales of $440.4 million in 2021 were 28% higher than value-added sales of $345.3 million in 2020. The increase in value-added sales was driven by the same factors driving the increase in net sales.
Performance Alloys and Composites generated operating profit of $67.9 million, or 15.4% of value-added sales, in 2021 as compared to $13.6 million, or 4% of value-added sales, in 2020. The increase in operating profit was primarily due to increased sales volume, and no mine development costs in 2021 compared to $12.9 million of mine development costs recorded in 2020. In addition, there were no restructuring charges in 2021 compared to $8.8 million that were recorded in 2020 related to the closure of our Warren, Michigan and Fremont, California facilities.
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Advanced Materials
(Thousands) 2021 2020 2019
Net sales $ 866,816 $ 670,867 $ 573,763
Value-added sales 289,119 220,516 217,313
Operating profit 35,330 22,120 25,124
2021 Compared to 2020
Net sales from the Advanced Materials segment of $866.8 million in 2021 were 29% higher than net sales of $670.9 million in 2020. The increase in net sales was due to higher sales volumes totaling $146.5 million, sales from HCS-Electronic Materials totaling $21.4 million and pass-through metal prices totaling $30 million.
Value-added sales of $289.1 million increased 31% compared to value-added sales of $220.5 million in 2020. Higher sales volumes into the semiconductor, industrial and energy markets accounted for $47.2 million and the HCS-Electronic Materials acquisition accounted for the remaining $21.4 million of the increase.
During the first quarter of 2021, we added ruthenium, iridium, rhodium, rhenium, and osmium to our definition of value-added sales as the costs of these materials are treated as pass-through and the business use and price volatility of these materials has increased in recent periods. Prior period value-added sales amounts have been recast to reflect this change.
Advanced Materials generated operating profit of $35.3 million in 2021, compared to $22.1 million in 2020. Increased operating profit in 2021, compared to 2020, was the result of strong demand across all of our product lines and improved product mix.
Precision Optics
(Thousands) 2021 2020 2019
Net sales $ 131,954 $ 111,212 $ 111,460
Value-added sales 131,815 101,878 87,310
Operating (loss) profit 14,185 (4,382) (3,550)
2021 Compared to 2020
Net sales from the Precision Optics segment were $132.0 million in 2021, an increase compared to net sales of $111.2 million in 2020. The increase was due to the full year impact of the Optics Balzers acquisition offset in part by the closure of our LAC business on December 31, 2020.
Value-added sales of $131.8 million in 2021 increased 29% compared to value-added sales of $101.9 million in 2020. The increase was driven by the full year impact of the Optics Balzers acquisition, which was partially offset by the closure of our LAC business on December 31, 2020.
The Precision Optics segment generated operating profit of $14.2 million in 2021 compared to an operating loss of $4.3 million in 2020. The operating profit was driven by the full year impact of the Optics Balzers acquisition. The 2020 operating loss includes impairment charges of $10.5 million and restructuring charges of $2.1 million primarily related to the closure of our LAC business.
Other
(Thousands) 2021 2020 2019
Net sales $ — $ — $ —
Value-added sales (1,666) (2,604) (5,958)
Operating loss (40,312) (23,120) (24,843)
2021 Compared to 2020
The Other reportable segment in total includes unallocated corporate costs.
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Corporate costs of $40.3 million in 2021 increased $17.2 million as compared to $23.1 million in 2020. Corporate costs were 5% of total Company value-added sales in 2021 compared to 3% in 2020. The increase in corporate costs in 2021 compared to 2020 was primarily due to the transaction costs related to the HCS-Electronic Materials acquisition and higher variable compensation expense related to strong 2021 operating performance.
Value-Added Sales - Reconciliation of Non-GAAP Financial Measure
A reconciliation of net sales to value-added sales, a non-GAAP financial measure, for each reportable segment and for the Company in total for 2021, 2020, and 2019 is as follows:
(Thousands) 2021 2020 2019
Net sales
Performance Alloys and Composites $ 511,874 $ 394,195 $ 500,201
Advanced Materials 866,816 670,867 573,763
Precision Optics 131,954 111,212 111,460
Other — — —
Total $ 1,510,644 $ 1,176,274 $ 1,185,424
Less: pass-through metal costs
Performance Alloys and Composites $ 71,442 $ 48,860 $ 72,117
Advanced Materials 577,697 450,351 356,450
Precision Optics 139 9,334 24,150
Other 1,666 2,604 5,958
Total $ 650,944 $ 511,149 $ 458,675
Value-added sales
Performance Alloys and Composites $ 440,432 $ 345,335 $ 428,084
Advanced Materials 289,119 220,516 217,313
Precision Optics 131,815 101,878 87,310
Other (1,666) (2,604) (5,958)
Total $ 859,700 $ 665,125 $ 726,749
During the first quarter of 2021, we added ruthenium, iridium, rhodium, rhenium, and osmium to our definition of value-added sales as the costs of these materials are treated as pass-through and the business use and price volatility of these materials has increased in recent periods. Prior period value-added sales amounts have been recast to reflect this change.
The cost of gold, silver, platinum, palladium, copper, ruthenium, iridium, rhodium, rhenium, and osmium can be quite volatile. Our pricing policy is to directly pass the cost of these metals on to the customer in order to mitigate the impact of metal price volatility on our results from operations. Trends and comparisons of net sales are affected by movements in the market prices of these metals, but changes in net sales due to metal price movements may not have a proportionate impact on our profitability.
Internally, management reviews net sales on a value-added basis. Value-added sales is a non-GAAP financial measure that deducts the value of the pass-through metal costs from net sales. Value-added sales allow management to assess the impact of differences in net sales between periods, segments, or markets, and analyze the resulting margins and profitability without the distortion of movements in pass-through metal costs. The dollar amount of gross margin and operating profit is not affected by the value-added sales calculation. We sell other metals and materials that are not considered direct pass-throughs, and these costs are not deducted from net sales when calculating value-added sales.
Our net sales are also affected by changes in the use of customer-supplied metal. When we manufacture a precious metal product, the customer may purchase metal from us or may elect to provide its own metal, in which case we process the metal on a toll basis, and the metal value does not flow through net sales or cost of sales. In either case, we generally earn our margin based upon our fabrication efforts. The relationship of this margin to net sales can change depending upon whether or not the product was made from our metal or the customer’s metal. The use of value-added sales removes the potential distortion in the comparison of net sales caused by changes in the level of customer-supplied metal.
By presenting information on net sales and value-added sales, it is our intention to allow users of our financial statements to review our net sales with and without the impact of the pass-through metals.
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FINANCIAL POSITION
Cash Flow
A summary of cash flows provided by (used in) operating, investing, and financing activities is as follows:
(Thousands) 2021 2020 2019
Net cash provided by operating activities $ 90,241 $ 101,057 $ 99,222
Net cash (used in) investing activities
(494,269) (194,707) (26,484)
Net cash provided by (used in) financing activities
393,006 (7,091) (18,054)
Effects of exchange rate changes (394) 1,612 (322)
Net change in cash and cash equivalents $ (11,416) $ (99,129) $ 54,362
Net cash provided by operating activities totaled $90.2 million in 2021 versus $101.1 million in 2020. Decreased operating cash flow was due in part to the increase in A/R of $29.8 million to support higher sales in 2021 and a decrease in customer prepayments of $40.3 million was partially offset by $56.8 million of increased net income. Working capital requirements used cash of $33.7 million during 2021 compared to a use of $23.9 million in 2020. Cash flows used for inventory were $43.5 million in 2021, compared to using $1.3 million of cash in the prior year primarily in our Performance Alloys and Composites and Advanced Materials segments. Price movements of precious and base metals are passed through to customers. Therefore, while sudden movements in the price of metals can cause a temporary imbalance in our cash receipts and payments in either direction, once prices stabilize, our cash flow tends to stabilize as well. Cash flows generated from accounts payable and accrued expenses were $40.2 million compared to the prior-year use of cash of $21.9 million.
Net cash used in investing activities was $494.2 million in 2021 compared to $194.7 million in 2020 due to a $393 million payment, net of cash acquired, for the HCS-Electronic Materials acquisition. In addition, capital expenditures increased by $35.6 million in 2021, compared to 2020, due to investments in new equipment funded in part by customer prepayments. See Notes B and L to the Consolidated Financial Statements for additional discussion.
Net cash provided by (used in) financing activities increased $400.1 million from 2020 primarily due to net borrowings of $384.3 million, of which $84.3 million was from our revolving credit facility and $300 million from a new term loan, partially offset by the paydown of $2.1 million of long-term debt, most of which was assumed in the Optics Balzers acquisition.
Dividends per common share increased 4% to $0.475 per share in 2021. Total dividend payments to common shareholders were $9.7 million in 2021 and $9.3 million in 2020. In May 2021, the Board of Directors declared an increase in our quarterly dividend from $0.115 to $0.12 per share. We intend to pay a quarterly dividend on an ongoing basis, subject to a continuing strong capital structure and a determination that the dividend remains in the best interest of our shareholders.
Liquidity
We believe that cash flow from operations plus available borrowing capacity and our current cash balance are adequate to support operating requirements, capital expenditures, projected pension plan contributions, the current dividend and share repurchase programs, environmental remediation projects, and strategic acquisitions. At December 31, 2021, cash and cash equivalents held by our foreign operations totaled $12.5 million. We do not expect restrictions on repatriation of cash held outside of the United States to have a material effect on our overall liquidity, financial condition, or the results of operations for the foreseeable future.
A summary of key data relative to our liquidity, including the outstanding debt, cash balances, and available borrowing capacity, as of December 31, 2021 and December 31, 2020 is as follows:
December 31,
(Thousands) 2021 2020
Cash and cash equivalents $ 14,462 $ 25,878
Total outstanding debt 449,747 38,506
Net (debt) cash (435,285) (12,628)
Available borrowing capacity $ 176,419 $ 245,772
Net (debt) cash is a non-GAAP financial measure. We are providing this information because we believe it is more indicative of our overall financial position. It is also a measure our management uses to assess financing and other decisions. We believe that based on our typical cash flow generated from operations, we can support a higher leverage ratio in future periods.
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The available borrowing capacity in the table above represents the additional amounts that could be borrowed under our revolving credit facility and other secured lines existing as of the end of each year depicted. The applicable debt covenants have been taken into account when determining the available borrowing capacity, including the covenant that restricts borrowing capacity to a multiple of the twelve-month trailing earnings before interest, income taxes, depreciation and amortization, and other adjustments.
In 2021, we amended and restated the agreement governing our $375.0 million revolving credit facility (Credit Agreement) in connection with the HCS-Electronic Materials acquisition. A $300 million delayed draw term loan facility was added to the Credit Agreement and the maturity date of the Credit Agreement was extended from 2024 to 2026. Moreover, the Credit Agreement also provides for an uncommitted incremental facility whereby, under certain conditions, the Company may be able to borrow additional term loans in an aggregate amount not to exceed $150.0 million. The Credit Agreement provides the Company and its subsidiaries with additional capacity to enter into facilities for the consignment, borrowing, or leasing of precious metals and copper, and provides enhanced flexibility to finance acquisitions and other strategic initiatives. Borrowings under the Credit Agreement are secured by substantially all of the assets of the Company and its direct subsidiaries, with the exception of non-mining real property, precious metal, copper and certain other assets.
The Credit Agreement allows the Company to borrow money at a premium over LIBOR or prime rate and at varying maturities. The premium resets quarterly according to the terms and conditions stipulated in the agreement. The Credit Agreement includes restrictive covenants relating to restrictions on additional indebtedness, acquisitions, dividends, and stock repurchases. In addition, the Credit Agreement includes covenants that limit the Company to a maximum leverage ratio and a maximum interest coverage ratio. We were in compliance with all of our debt covenants as of December 31, 2021 and December 31, 2020. Cash on hand up to $25 million can benefit the covenants and may benefit the borrowing capacity under the Credit Agreement.
In November 2021, we completed the acquisition of HCS-Electronic Materials. The Company financed the purchase price for the HCS-Electronic Materials acquisition with a new $300 million five-year term loan pursuant to its delayed draw term loan facility under the Credit Agreement and $103 million of borrowings under of borrowings under its amended revolving credit facility. The interest rate for the term loan is based on LIBOR plus a tiered rate determined by the Company's quarterly leverage ratio.
Portions of our business utilize off-balance sheet consignment arrangements to finance metal requirements. Expansion of business volumes and/or higher metal prices can put pressure on the consignment line limitations from time to time. The precious metal consignment agreement, entered into in 2019 and maturing on August 27, 2022, was amended in 2021 to be consistent with the Credit Agreement. The available and unused capacity under the metal financing lines totaled approximately $69.8 million as of December 31, 2021, compared to $50.0 million as of December 31, 2020. The availability is determined by Board approved levels and actual line capacity. The Board approved a $100.0 million capacity increase in 2021 to better support customer demand.
In January 2014, our Board of Directors approved a plan to repurchase up to $50.0 million of our common stock. The timing of the share repurchases will depend on several factors, including market and business conditions, our cash flow, debt levels, and other investment opportunities. There is no minimum number of common shares required to be repurchased in a given year, and the repurchases may be discontinued at any time. We did not repurchase any shares in 2021. Since the approval of the repurchase plan, we have purchased 1,254,264 shares at a total cost of $41.7 million, or an average of $33.23 per share.
Material Future Cash Obligations
The following table summarizes our material future cash obligations as of December 31, 2021:
(Millions) 2022 2023 2024 2025 2026 There-
after Total
Debt (1)
15.4 15.4 30.4 30.4 362.6 0.5 454.5
Interest payments on debt (2)
6.3 6.0 5.5 4.9 3.6 — 26.3
Finance lease obligations (3)
3.6 2.4 1.5 1.3 1.3 19.0 29.1
Non-cancelable lease payments (4)
11.5 11.0 8.8 7.9 6.5 47.1 92.8
Other long-term liabilities (5)
0.5 2.4 0.3 0.5 0.6 2.4 6.7
Total $ 37.3 $ 37.2 $ 46.5 $ 45.0 $ 374.6 $ 69.0 $ 609.4
(1) Refer to Note O to the Consolidated Financial Statements.
(2) These amounts represent future interest payments related to our total debt, excluding any interest payments to be made on borrowings under our Credit Agreement.
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(3) Refer to Note M to the Consolidated Financial Statements.
(4) The non-cancelable lease payments represent payments under operating leases with initial lease terms in excess of one year as of December 31, 2021.
(5) Other long-term liabilities include environmental remediation costs. We have an active environmental compliance program. We estimate the probable cost of identified environmental remediation projects and establish reserves accordingly. The environmental remediation reserve balance was $4.8 million at December 31, 2021 and $5.5 million at December 31, 2020. Environmental projects tend to be long term, and the associated payments are typically made over a number of years. Refer to Note T to the Consolidated Financial Statements for further discussion.
Off-balance Sheet Obligations
We maintain the majority of the precious metals and copper we use in production on a consignment basis in order to reduce our exposure to metal price movements and to reduce our working capital investment. Refer to Item 7A “Quantitative and Qualitative Disclosures about Market Risk.” The notional value of off-balance sheet precious metals and copper was $480.2 million as of December 31, 2021 versus $400.0 million as of December 31, 2020. We were in compliance with all of the covenants contained in the consignment agreements as of December 31, 2021 and December 31, 2020. Refer to Note J for additional information.
ORE RESERVES
The following information concerning our mining properties has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K, which first became applicable to us for the year ended December 31, 2021. These requirements differ significantly from the previously applicable disclosure requirements of SEC Industry Guide 7. Among other differences, subpart 1300 of Regulation S-K requires us to disclose our mineral resources, in addition to our mineral reserves, as of the end of our most recently completed fiscal year.
As used in this Form 10-K, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with subpart 1300 of Regulation S-K. Under subpart 1300 of Regulation S-K, mineral resources may not be classified as “mineral reserves” unless the determination has been made by a qualified person that the mineral resources can be the basis of an economically viable project. You are specifically cautioned not to assume that any part or all of the mineral resources in these categories will ever be converted into mineral reserves, as defined by the SEC. We rely on estimates of our ore resources and recoverable reserves, which estimation is complex due to geological characteristics of the properties and the number of assumptions made.
You are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value. Inferred mineral resources are estimates based on limited geological evidence and sampling and have a too high of a degree of uncertainty as to their existence to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Estimates of inferred mineral resources may not be converted to a mineral reserve. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. A significant amount of additional work must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be the basis of an economically viable project, or that it will ever be upgraded to a higher category. Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted to mineral reserves.
The information that follows relating to the Spor Mountain Mine is derived, for the most part, from the TRS, which was prepared in compliance with Item 601(b)(96) and subpart 1300 of Regulation S-K. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein. Reference should be made to the full text of the TRS, which is filed as Exhibit 96 to this Form 10-K and is incorporated by reference herein.
Mineral Resources
A mineral resource is a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or
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continuity, that, with the assumed justifiable technical and economic conditions, is likely to, in whole or part, become economically extractable.
The term "measured mineral resource" is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling.
The term “indicated resources” means resources for which quantity and grade or quality can be estimated on the basis of adequate geological evidence and sampling.
The term “inferred resources” means resources for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling.
The following represents our indicated and inferred ore mineral resources, exclusive of mineral reserves, as of December 31, 2021:
Indicated Inferred
As of December 31, 2021
Tonnage (in thousands) 1,504 2,630
Grade (% beryllium) 0.128 % 0.345 %
Beryllium pounds (in millions) 38.38 18.12
As of December 31, 2020
Tonnage (in thousands) 1,504 2,630
Grade (% beryllium) 0.128 % 0.345 %
Beryllium pounds (in millions) 38.38 18.12
Mineral Reserves
A mineral reserve is an estimate of tonnage and grade, or quality, of indicated and measured mineral resources that, in the opinion of a qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or Indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.
Proven mineral reserves are the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource. Probable mineral reserves are the economically mineable part of an indicated and, in some cases, a measured mineral resource. All mineral reserves are classified as proven or probable and are supported by life-of-mine plans. All mineral reserve estimates were reviewed and validated by the Qualified Persons.
The following represents our ore mineral reserves:
Proven Probable Total
As of December 31, 2021
Tonnage (in thousands) 7,739 962 8,701
Grade (% beryllium) 0.245 % 0.258 % 0.246 %
Beryllium pounds (in millions) 37.92 4.97 42.89
As of December 31, 2020
Tonnage (in thousands) 7,797 962 8,759
Grade (% beryllium) 0.246 % 0.258 % 0.248 %
Beryllium pounds (in millions) 38.31 4.97 43.28
Internal Controls Disclosure
Under subpart 1305 of Regulation S-K, management has included information regarding the internal controls that the Company used in determining the mineral resource and reserve estimation efforts. There is no disclosure required regarding exploration procedures as the Company completed development drilling on all areas at the Spor Mountain Mine in 2000, and no future exploration is planned at this time. As it relates to estimating mineral resources and reserves, the Company incorporates the following items into the control process:
a. All samples are tested with a berylometer.
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b. The berylometer calibration procedures are verified through comparison with the beryllium production from the mill for the same ores.
c. The lab and field berylometers are calibrated on site each shift.
d. Materion follows industry standard procedures for calibrating its field and laboratory berylometers each shift that they are utilized.
e. Resource models are reconciled to production data regularly.
f. Materion has been producing ore at the Spor Mountain Mine for over 45 years and has mined and processed materials from a range of pits from the property. It is considered that Materion has adequate data to support its milling practices.
The Qualified Persons have assessed that the Company’s control procedures, including redundant testing at various operational points, the quality control and quality assurance measures, the calibration measures, the extensive cataloging of sample duplicates, and the reconciliation with recovered beryllium, are sufficient.
Based upon average production levels in recent years and our near-term production forecasts, proven reserves would last a minimum of seventy-five years. The table below details our production of beryllium at our Utah location.
(Thousands of Pounds of Beryllium) 2021 2020 2019
Domestic ore 386 367 358
Purchased ore — — 3
Unyielded total 386 367 361
Annual yield 91 % 90 % 90 %
Beryllium produced 353 334 324
% of mill capacity 55 % 52 % 50 %
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the inherent use of estimates and management’s judgment in establishing those estimates. The following policies are considered by management to be critical because adherence to these policies relies significantly upon our judgment.
Revenue Recognition
Net sales consist primarily of revenue from the sale of precious and non-precious specialty metals, beryllium and copper-based alloys, beryllium composites, and other products into numerous end markets. The Company requires an agreement with a customer that creates enforceable rights and performance obligations. We recognize revenue, in an amount that reflects the consideration to which the Company expects to be entitled, when we satisfy a performance obligation by transferring control of a product to the customer. The core principle of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 606 is supported by five steps which are outlined below with management's judgment in applying each.
1) Identify the contract with a customer
A contract with a customer exists when the Company enters into an enforceable contract with a customer that identifies each party’s rights regarding the products to be transferred or services to be rendered and the related payment terms, the contract has commercial substance, and the Company determines that collection of substantially all consideration for products that are transferred is probable based on the customer’s intent and ability to pay.
Management exercises judgment in its assessment that it is probable that the Company will collect substantially all of the payments attributed to products or services that will be transferred to our customers. We regularly review the creditworthiness of our customers considering such factors as the macroeconomic environment, current market conditions, geographic considerations, historical collection experience, a customer’s current credit standing, and the age of outstanding accounts receivable balances that may affect a customer’s ability to pay. If, after we have recognized revenue, the collectability of an account receivable becomes doubtful, we establish appropriate allowances and reserves against accounts receivable with respect to the previously recognized revenue that remains uncollected. Allowances and reserves against accounts receivable are maintained for estimated probable losses and are sufficient enough to ensure that accounts receivable are stated at amounts that are considered collectible.
If management forms a judgment that a particular customer’s financial condition has deteriorated but decides to deliver products or services to the customer, we will defer recognizing revenue relating to products sold to that customer until it is probable that we will collect substantially all of the consideration to which we are entitled, which typically coincides with the collection of cash.
2) Identify the performance obligations in the contract
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Performance obligations promised in a contract are identified based on the products that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the product is separately identifiable from other promises in the contract.
Certain of the Company’s contracts with customers may contain multiple performance obligations. As a result, management utilizes judgment to determine the appropriate accounting, including whether multiple promised products or services in a contract should be accounted for separately or as a group, how the consideration should be allocated among the performance obligations, and when to recognize revenue upon satisfaction of the performance obligations.
3) Determine the transaction price
The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products or services to the customer. The vast majority of our contracts contain fixed consideration terms. However, the Company also has contracts with customers that include variable consideration. Volume discounts and rebates are offered as an incentive to encourage additional purchases and customer loyalty. Volume discounts and rebates typically require a customer to purchase a specified quantity of products, after which the price of additional products decreases. These contracts include variable consideration because the total amount to be paid by the customer is not known at contract inception and is affected by the quantity of products ultimately purchased. As a result, management applies judgment to estimate the volume discounts based on experience with similar contracts, customers, and current sales forecasts. Also, the Company has contracts, primarily relating to its precious metal products, where the transaction price includes variable consideration at contract inception because it is calculated based on a commodity index at a specified date. Management exercises judgment to determine the minimum amount to be included in the transaction price. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.
4) Allocate the transaction price to performance obligations in the contract
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on the relative standalone selling price. The Company typically determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, management uses judgment to estimate the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.
5) Recognize revenue when or as the Company satisfies a performance obligation
Management applies the principle of control to determine whether the customer obtains control of a product as it is created and if revenue should be recognized over time. The vast majority of the Company's performance obligations are satisfied at a point in time when control of the product transfers to the customer. Control of the product is generally transferred to the customer when the Company has a present right to payment, the customer has legal title, the customer has physical possession, the customer has the significant risks and rewards of ownership, and the customer has accepted the product.
However, for certain contracts, particularly relating to the U.S. government and relating to specialized products with no alternative use, we generally recognize revenue over time as we procure the product because of continuous transfer of control to the customer. This continuous transfer of control to the customer is supported by a termination for convenience clause in the contract that allows the customer to unilaterally terminate the contract, pay the Company for costs incurred plus a reasonable profit, and take control of any work in process. We generally use the cost-to-cost measure of progress for these contracts because it best depicts the transfer of control to the customer which occurs as we incur costs on the related contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Therefore, revenue is recognized proportionally as costs are incurred for these contracts.
The Company recognizes revenue net of reserves for price adjustments, returns, and prompt payment discounts. Management generally estimates these amounts using the expected value method. The Company has sufficient historical experience with our customers that provides predictive value to support that the reserves recorded are appropriate.
Other considerations
We receive payment from customers equal to the invoice price for most of our sales transactions.
Returned products are generally not accepted unless the customer notifies the Company in writing, and we authorize the product return by the customer.
Unearned revenue is recorded cash consideration from customers in advance of the shipment of the goods, which is a liability on our Consolidated Balance Sheets. This contract liability is subsequently reversed and the revenue, cost of sales, and gross margin are recorded when the Company has transferred control of the product to the customer. The related inventory also
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remains on our balance sheet until the revenue recognition criteria are met. Advanced billings are typically made in association with products with long manufacturing times and/or products relating to contracts with the government. Billings in advance of the shipments allow us to collect cash earlier than billing at the time of the shipment and, therefore, the collected cash can be used to reduce our investment in working capital. Refer to Note D of the Consolidated Financial Statements for additional details on our contract balances.
Pensions
The annual net periodic expense and benefit obligations related to the Company's defined benefit plans are determined on an actuarial basis. This determination requires critical assumptions regarding the discount rate, long-term rate of return on plan assets, increases in compensation levels, and amortization periods for actuarial gains and losses. Assumptions are determined based on Company data and appropriate market indicators and are evaluated each year as of the plans' measurement date. Changes in the assumptions to reflect actual experience, as well as the amortization of actuarial gains and losses, could result in a material change in the annual net periodic expense and benefit obligations reported in the financial statements.
The Company uses a spot-rate approach to estimate the service and interest cost components of net periodic benefit cost for its defined benefit pension plans. The spot-rate approach applies separate discount rates (along the yield curve) for each projected benefit payment in the calculation.
Our pension plan investment strategies are governed by a policy adopted by the Board of Directors. A senior management team oversees a group of outside investment analysts and brokerage firms that implement these strategies. The future return on pension assets is dependent upon the plan’s asset allocation, which changes from time to time, and the performance of the underlying investments. As a result of our review of various factors, we used an expected rate of return on plan assets assumption of 5.25% at December 31, 2021 and 5.75% at December 31, 2020. This assumption is reflective of management’s view of the long-term returns in the marketplace, as well as changes in risk profiles and available investments. Should the assets earn an average return less than the expected return assumption over time, in all likelihood the future pension expense would increase.
The impact of a change in the discount rate or expected rate of return assumption on pension expense can vary from year to year depending upon the undiscounted liability level, the current discount rate, the asset balance, other changes to the plan, and other factors. A 0.25 percentage point decrease to the discount rate would increase the 2022 projected pension expense approximately $40 thousand. A 0.25 percentage point decrease in the expected rate of return assumption would increase the 2022 projected pension expense by approximately $0.4 million.
Refer to Note P of the Consolidated Financial Statements for additional details on our pension and other post-employment benefit plans.
Deferred Taxes
We record deferred tax assets and liabilities based upon the temporary difference between the financial reporting and tax basis of assets and liabilities. If it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is established. All available evidence, both positive and negative, is considered to determine whether a valuation allowance is needed. We review the expiration dates of certain deferred tax assets against projected income levels to determine if a valuation allowance is needed. Certain deferred tax assets do not have an expiration date. We also evaluate deferred tax assets for realizability due to cumulative operating losses by jurisdiction and record a valuation allowance as warranted. A valuation allowance may increase tax expense and reduce net income in the period it is recorded. If a valuation allowance is no longer required, it will reduce tax expense and increase net income in the period in which it is reversed.
We had valuation allowances of $5.0 million and $14.1 million associated with certain federal, state, and foreign deferred tax assets as of year-end 2021 and 2020, respectively, primarily for net operating loss and capital loss carryforwards.
Refer to Note H of the Consolidated Financial Statements for additional deferred tax details.
Precious Metal Physical Inventory Counts
We take and record the results of a physical inventory count of our precious metals on a quarterly basis. Our precious metal operations include a refinery that processes precious metal-containing scrap and other materials from our customers, as well as our own internally generated scrap. We also outsource portions of our refining requirements to other vendors, particularly for those materials with longer processing times. The precious metal content within these various refine streams may be in solutions, sludges, and other non-homogeneous forms and can vary over time based upon the input materials, yield rates, and other process parameters. The determination of the weight of the precious metal content within the refine streams as part of a physical inventory count requires the use of estimates and calculations based upon assays, assumed recovery percentages developed from actual historical data and other analyses, the total estimated volumes of solutions and other materials within the
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refinery, data from our refine vendors, and other factors. The resulting calculated weight of the precious metals in our refine operations may differ, in either direction, from what our records indicate that we should have on hand, which would then result in an adjustment to our pre-tax income in the period when the physical inventory was taken, and the related estimates were made.
Goodwill and Other Intangible Assets
We use the acquisition method of accounting to allocate costs of acquired businesses to the assets acquired and liabilities assumed based on their estimated fair values at the dates of acquisition. The excess costs of acquired businesses over the fair values of the assets acquired and liabilities assumed are recognized as goodwill. The valuations of the acquired assets and liabilities will impact the determination of future operating results. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, revenue growth rates, discount rates, customer attrition rates, royalty rates, asset lives, contributory asset charges, and market multiples, among other items. We determine the fair values of intangible assets acquired generally in consultation with third-party valuation advisors.
Intangible assets other than goodwill are recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed or exchanged, regardless of the Company’s intent to do so. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination and is reviewed annually for impairment or more frequently if impairment indicators arise. Finite-lived intangible assets are reviewed for impairment if facts and circumstances warrant. There were no indicators during interim periods that required the performance of an interim impairment assessment. The Company conducted its annual impairment assessment as of the first day of the fourth quarter.
Goodwill is assigned to the reporting unit, which is the operating segment level or one level below the operating segment. Goodwill within the Advanced Materials segment totaled $204.5 million as of December 31, 2021. Within the Precision Optics segment, goodwill totaled $88.3 million. The remaining $25.8 million is related to the Performance Alloys and Composites segment.
For the purpose of the annual goodwill impairment assessment, we have the option to perform a qualitative assessment (commonly referred to as "step zero") to determine whether further quantitative analysis for impairment of goodwill or indefinite-lived intangible assets is necessary. In performing step zero for our impairment test, we are required to make assumptions and judgments including, but not limited to, macroeconomic conditions as related to our business, current and future financial performance of our reporting units, industry and market considerations, and cost factors such as changes in raw materials, labor, or other costs. If the step zero analysis indicates that it is more likely than not that the fair value of a reporting unit is less than its respective carrying value including goodwill, then we would perform an additional quantitative analysis. The next step compares the fair value of the reporting unit to its carrying value, including goodwill. An impairment charge is recognized for the amount the carrying value of the reporting unit exceeds its fair value. At our October 2, 2021 annual assessment date, we opted to perform a “step zero” qualitative assessment for two of our reporting units, Performance Alloys and Composites and Advanced Materials. The results of the step zero indicated that no goodwill impairment existed.
The Company notes that reporting units with goodwill and indefinite-lived intangibles due to recent acquisitions are likely to have fair values to the proximity of the carrying value due to the shorter period of time for fair value from the recent acquisition to have changed. The Precision Optics reporting unit includes the 2020 goodwill of $70.6 million related to the Optics Balzers acquisition. As a result of the timing of the recent acquisition, the Company elected to assess the Precision Optics reporting unit goodwill balance by performing a quantitative impairment analysis.
The quantitative analysis compares estimated fair value of the reporting unit, using an income approach (a discounted cash flow model), as well as a market approach, with its carrying value. The income approach and market approach are weighted in arriving at fair value based on the relative merits of the methods used and the quantity and quality of collected data to arrive at the indicated fair value.
The income approach requires several assumptions including future sales growth, EBITDA margins and capital expenditures. The Company’s reporting units each provide their forecast of results for the next five years. These forecasts form the basis for the information used in the discounted cash flow model. The discounted cash flow model also requires the use of a discount rate and a terminal revenue growth rate (the revenue growth rate for the period beyond the five years forecast by the reporting units), as well as projections of future operating margins (for the period beyond the forecast five years). The Company used a discount rate in the mid-teens and a terminal growth rate of low single digits.
The market approach requires several assumptions including sales and EBITDA multiples for comparable companies that operate in the same markets as the reporting unit. During the fourth quarter of 2021, the Company considered sales multiples in the low single digits and EBITDA multiples in the range high single digits to low double digits.
Based on the October 2, 2021 quantitative assessment for the Precision Optics reporting unit, the fair value exceeded the carrying value by a sufficient amount to support no indicators of impairment.
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We also compared our market capitalization as of October 2, 2021 to the carrying value of our equity, noting no impairment indicators or triggering events.