Ferro Corp. 10-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment
No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2004
or
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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 1-584
FERRO CORPORATION
(Exact name of registrant as specified in its charter)
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Ohio
(State of Corporation)
1000 Lakeside Avenue
Cleveland, OH
(Address of principal executive offices)
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34-0217820
(IRS Employer Identification No.)
44114
(Zip Code) |
Registrant’s telephone number, including area code: 216-641-8580
Securities Registered Pursuant to section 12(b) of the Act:
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Name of each exchange on which registered |
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Common Stock, par value $1.00
Common Stock Purchase Rights
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New York Stock Exchange
New York Stock Exchange |
Securities Registered Pursuant to Section 12(g) of the Act:
9 1/8% Senior Notes due January 1, 2009
7 5/8% Debentures due May 1, 2013
7 3/8% Debentures due November 1, 2015
8% Debentures due June 15, 2025
7 1/8% Debentures due April 1, 2028
Series A ESOP Convertible Preferred Stock, without Par Value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. YES o NO þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. YES o NO þ
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 £ NO R
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained here, and will not be contained, to the best of registrant’s knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in
Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). YES o NO þ
The aggregate market value of Ferro Common Stock, par value $1.00, held by non-affiliates (based on
the closing sale price) as of June 30, 2004, was approximately $1,070,186,000.
On February 28, 2006 there were 42,508,340 shares of Ferro Common Stock, par value $1.00
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31,
2004, filed with the U.S. Securities and Exchange Commission on March 31, 2006 (“2004 Form 10-K”),
is hereby filed for the following purposes. This Amendment corrects certain errors contained in
Part I, Item 6 on pages 15-16 of the 2004 Form 10-K. This
Amendment also deletes the sentence in said Item 6 stating that the quarterly review information was not reviewed by the independent registered
public accounting firm, as that review has now been completed in accordance with standards
established by the Public Company Accounting Oversight Board. Except as described above, no other
changes have been made to the 2004 Form 10-K.
TABLE OF CONTENTS
The registrant hereby amends Item 6 of the 2004 Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission on March 31, 2006 as follows:
Item 6 – Selected Financial Data
The following table presents selected financial data for the last five years ended
December 31. Financial data for 2000 through 2003 have been restated. See further information
regarding restatement in Note 2 to the Company’s consolidated financial statements in Item 8.
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Restated |
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2004 |
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2003 (b)(c) |
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2002 (b) |
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2001 (b) |
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2000 (b) |
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(Dollars in millions, except per share data) |
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Net sales |
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$ |
1,843.7 |
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1,615.6 |
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1,528.5 |
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1,246.5 |
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1,173.0 |
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Income from continuing operations |
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$ |
27.8 |
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9.6 |
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33.2 |
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29.9 |
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69.3 |
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Diluted earnings per share from
continuing operations |
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$ |
0.62 |
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0.18 |
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0.80 |
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0.79 |
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1.82 |
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Cash dividends per share |
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$ |
0.58 |
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0.58 |
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0.58 |
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0.58 |
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0.58 |
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Total assets |
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$ |
1,773.4 |
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1,731.3 |
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1,603.6 |
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1,732.2 |
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1,126.8 |
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Long-term debt, including current portion |
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$ |
498.8 |
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525.3 |
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444.4 |
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831.4 |
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352.5 |
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Total debt(a) |
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$ |
510.6 |
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538.6 |
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562.1 |
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939.5 |
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530.6 |
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Total debt is comprised of long-term debt, including current portion, notes and
loans payable, borrowings under asset securitization and leveraged lease programs.
See further information in Item 7, Management’s Discussion and Analysis of Financial
Condition and Results of Operations, Liquidity and Capital Resources, for discussion
on the asset securitization and leveraged lease programs. |
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Reflects voluntary early adoption of EITF No. 04-06. |
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Selected financial date for 2003 has been restated. See Note 2 to the
consolidated financial statements included herein under Item 8. |
The Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and
Other Intangible Assets,” (FAS No. 142) for business combinations consummated after June 30, 2001,
as of July 1, 2001, and adopted FAS No. 142 in its entirety effective January 1, 2002. Accordingly,
all goodwill and other intangible assets having indefinite useful lives are not amortized but
instead are subject to impairment testing on at least an annual basis. Before the adoption of any
provisions of FAS No. 142, goodwill and intangible assets having indefinite useful lives were
amortized ratably over their estimated useful lives.
In September 2001, the Company acquired from OM Group, Inc. certain businesses previously
owned by dmc2 Degussa Metals Catalysts Cerdec AG (dmc2). See further
information regarding the transaction in Note 9 to the Company’s consolidated financial statements
included herein under Item 8.
On September 30, 2002, Ferro completed the sale of its Powder Coatings business unit. On June
30, 2003, the Company completed the sale of its Petroleum Additives business and its Specialty
Ceramics business. For all periods presented, the Powder Coatings, Petroleum Additives and
Specialty Ceramics businesses have been reported as discontinued operations. The divestiture of the
Powder Coatings, Petroleum Additives and Specialty Ceramics businesses are further discussed in
Note 11 to the Company’s consolidated financial statements included herein under Item 8.
Quarterly information is set forth below:
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Per Common Share |
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Net Sales |
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Cost of Sales |
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Net
Income |
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Basic Earnings |
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Diluted Earnings |
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(Dollars in millions, except per share data) |
2003 1* |
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$ |
397.6 |
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$ |
298.6 |
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$ |
5.9 |
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$ |
0.13 |
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$ |
0.13 |
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2* |
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414.2 |
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319.6 |
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5.0 |
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0.11 |
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0.11 |
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3* |
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397.6 |
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308.4 |
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(1.6 |
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(0.05 |
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(0.05 |
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4* |
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406.2 |
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315.8 |
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4.8 |
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0.10 |
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0.11 |
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Total* |
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$ |
1,615.6 |
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$ |
1,242.4 |
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$ |
14.1 |
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$ |
0.29 |
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$ |
0.29 |
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2004 1* |
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$ |
461.6 |
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$ |
359.9 |
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$ |
9.0 |
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$ |
0.20 |
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$ |
0.20 |
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482.6 |
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375.5 |
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11.8 |
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0.27 |
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0.27 |
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451.6 |
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358.9 |
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5.9 |
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0.13 |
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0.13 |
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447.9 |
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367.2 |
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(1.8 |
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(.05 |
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(.05 |
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Total |
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$ |
1,843.7 |
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$ |
1,461.5 |
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$ |
24.9 |
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$ |
0.55 |
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$ |
0.55 |
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The
impact of the restatement was reported in this Annual Report on Form 10-K for the
year ended December 31, 2004, and was reported in Quarterly Reports on Form 10-Q for the
quarterly periods ended June 30, 2004, and September 30, 2004.
SIGNATURE
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the
Registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the
undersigned, thereunto duly authorized.
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| Date: May 12, 2006 |
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FERRO CORPORATION |
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By:
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/s/ Thomas M. Gannon |
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Thomas M. Gannon |
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Vice President and Chief Financial Officer |
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(Principal Accounting
Officer) |
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