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| [February 06, 2013] |
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Ferro Announces Sale of Solar Pastes Assets to Heraeus, Projects Additional Cost Savings, Confirms 2012 Guidance, and Provides Initial Guidance for 2013
CLEVELAND --(Business Wire)--
Ferro Corporation ("The Company," NYSE: FOE) announced today that it has
sold assets related to its solar pastes business to Heraeus, a privately
owned global precious metals and technology company based in Hanau,
Germany. As announced on October 9, 2012, the Company had decided to
explore strategic options for the solar pastes business in an effort to
eliminate the negative impact from the business on earnings and cash
flow. The market for conductive pastes used in the manufacture of solar
cells has declined substantially since 2011 as the solar power panel
industry has struggled with overcapacity and falling prices. As a result
of the transaction, the Company will eliminate operating losses
associated with the solar business. Terms of the transaction were not
disclosed.
"The solar pastes transaction will advance our efforts to drive
shareholder value," said Peter T. Thomas, Interim President and Chief
Executive Officer. "It will eliminate approximately $17 million of
negative drag on operating earnings from the solar pastes business,
allowing higher returns on invested capital and freeing up capital for
investment in our core businesses. It also will eliminate a source of
volatility in our business, allowing management to drive more consistent
and predictable earnings. In addition, this transaction enables the
Company to reduce debt by approximately $11 million and precious metal
consignment arrangements by approximately $12 million."
Since assuming his current position with the Company on November 12,
2012, Mr. Thomas has accelerated and expanded initiatives to drive
efficiencies across the global enterprise. He commented, "We have
substantial restructuring experience, including in Europe, and we are
using that experience to create value for our shareholders. In addition
to the savings from the solar pastes divestiture, we expect our cost
savings initiatives to generate annual savings of $25 million to $30
million in 2013 and more than $50 million in 2014. Our focus on
operating efficiency will be relentless and we are planning even greater
cost savings in 2015." Total costs over the 2013-2014 period associated
with these initiatives are expected to be in excess of $50 million.
Restructuring actions at certain sites are subject to required
consultations with employee representatives and other local legal
requirements.
For the full year 2012, the Company confirms that it expects adjusted
earnings per diluted share of $0.07 to $0.12.
Ferro also announced today that adjusted earnings for 2013 are expected
to be in the range of $0.25 to $0.30 per diluted share. The earnings
improvement in 2013 is expected to be driven by a number of factors,
including cost savings from restructuring activities, growth in key
product lines, and savings associated with the Company's exit from the
solar pastes business.
William B. Lawrence, Acting Chairman of the Board, said, "In connection
with the leadership transition last November, the Board of Directors
charged management with moving aggressively to improve profitability and
enhance shareholder value. We noted then Peter Thomas's track record of
enhancing value through cost reductions and improved leverage on
existing assets. Today's announcement reflects both the commitment and
the ability of the current management team to take ation and generate
value for our shareholders. The Board and management team will remain
acutely focused on driving additional efficiencies in the business and
on rationalizing any underperforming assets."
J.P. Morgan acted as financial advisor to Ferro on the solar pastes
transaction.
Non-GAAP Measures
Adjusted earnings per share is equal to income (loss) before taxes,
restructuring and impairment charges, and other special charges,
adjusted for a normalized 36 percent tax rate, and divided by the
average number of diluted shares outstanding. The adjusted earnings
estimate for 2012 is inclusive of the operating results from the solar
pastes business, while the adjusted earnings estimate for 2013 excludes
results of the solar pastes business and the impact of the sale
transaction. Ferro believes this data provides investors with additional
useful information on the underlying operations of the business and
enables period-to-period comparability of financial performance.
About Ferro Corporation
Ferro Corporation (http://www.ferro.com)
is a leading global supplier of technology-based performance materials
for manufacturers. Ferro materials enhance the performance of products
in a variety of end markets, including building and construction,
automotive, appliances, electronics, household furnishings,
pharmaceuticals, and industrial products.
Headquartered in Mayfield Heights, Ohio, the Company has approximately
4,950 employees globally and reported 2011 sales of $2.2 billion.
Cautionary Note on Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking
statements" within the meaning of Federal securities laws. These
statements are subject to a variety of uncertainties, unknown risks and
other factors concerning the Company's operations and business
environment. Important factors that could cause actual results to differ
materially from those suggested by these forward-looking statements and
that could adversely affect the Company's future financial performance
include the following:
-
demand in the industries into which Ferro sells its products may be
unpredictable, cyclical or heavily influenced by consumer spending;
-
restrictive covenants in the Company's credit facilities could affect
its strategic initiatives and liquidity;
-
Ferro's ability to access capital markets, borrowings, or financial
transactions;
-
the effectiveness of the Company's efforts to improve operating
margins through sales growth, price increases, productivity gains, and
improved purchasing techniques;
-
Ferro's ability to successfully implement and/or administer its
restructuring programs and produce the desired results, including
projected savings;
-
implementation of new business processes and information systems;
-
the availability of reliable sources of energy and raw materials at a
reasonable cost;
-
currency conversion rates and economic, social, regulatory, and
political conditions around the world;
-
Ferro's presence in certain geographic regions, including Latin
America and Asia-Pacific, where it can be difficult to compete
lawfully;
-
increasingly aggressive domestic and foreign governmental regulations
on hazardous materials and regulations affecting health, safety and
the environment;
-
Ferro's ability to successfully introduce new products;
-
sale of products into highly regulated industries;
-
limited or no redundancy for certain of the Company's manufacturing
facilities and possible interruption of operations at those facilities;
-
Ferro's ability to complete future acquisitions or successfully
integrate future acquisitions;
-
the impact of the Company's performance on its ability to utilize
significant deferred tax assets;
-
competitive factors, including intense price competition;
-
Ferro's ability to protect its intellectual property or to
successfully resolve claims of infringement brought against the
Company;
-
the impact of operating hazards and investments made in order to meet
stringent environmental, health and safety regulations;
-
stringent labor and employment laws and relationships with the
Company's employees;
-
the impact of requirements to fund employee benefit costs, especially
post-retirement costs;
-
the impact of interruption, damage to, failure, or compromise of the
Company's information systems;
-
manufacture and sale of products into the pharmaceutical industry;
-
exposure to lawsuits in the normal course of business;
-
risks and uncertainties associated with intangible assets, including
the final amount of impairment and other charges described in this
press release;
-
Ferro's borrowing costs could be affected adversely by interest rate
increases;
-
liens on the Company's assets by its lenders affect its ability to
dispose of property and businesses;
-
Ferro may not pay dividends on its common stock in the foreseeable
future; and
-
other factors affecting the Company's business that are beyond its
control, including disasters, accidents, and governmental actions.
The risks and uncertainties identified above are not the only risks the
Company faces. Additional risks and uncertainties not presently known to
the Company or that it currently believes to be immaterial also may
adversely affect the Company. Should any known or unknown risks and
uncertainties develop into actual events, these developments could have
material adverse effects on Ferro's business, financial condition and
results of operations.
This release contains time-sensitive information that reflects
management's best analysis only as of the date of this release. The
Company does not undertake any obligation to publicly update or revise
any forward-looking statements to reflect future events, information or
circumstances that arise after the date of this release. Additional
information regarding these risks can be found in the Ferro Corporation
Annual Report on Form 10-K for the period ended December 31, 2011.

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