Ecovyst, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Financial Instruments

Financial Instruments

12 Months Ended

Dec. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

18. Financial Instruments:

The Company uses (1) interest rate related derivative instruments to manage its exposure related to changes in interest rates on its variable-rate debt instruments (2) commodity derivatives to manage its exposure to commodity price fluctuations, and (3) foreign currency related derivative instruments to manage its foreign currency exposure to its net investments in certain foreign operations. The Company does not speculate using derivative instruments.

By using derivative financial instruments to hedge exposures to changes in interest rates, commodity prices and foreign currency, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is an asset, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is a liability, the Company owes the counterparty and, therefore, the Company is not exposed to the counterparty’s credit risk in those circumstances. The Company minimizes counterparty credit risk in derivative instruments by entering into transactions with high quality counterparties. The derivative instruments entered into by the Company do not contain credit-risk-related contingent features.

Market risk is the adverse effect on the value of a derivative instrument that results from a change in interest rates, currency exchange rates or commodity prices. The market risk associated with interest rate and commodity price contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

Use of Derivative Financial Instruments to Manage Commodity Price Risk. The Company is exposed to risks in energy costs due to fluctuations in energy prices, particularly natural gas. The Company has a hedging program in the United States which allows the Company to mitigate exposure to natural gas volatility with natural gas swap agreements. Fair value is determined based on estimated amounts that would be received or paid to terminate the contracts at the reporting date based on quoted market prices of comparable contracts. The respective current and non-current liabilities are recorded in accrued liabilities and other long-term liabilities and the respective current and non-current assets are recorded in prepaid and other current assets and other long-term assets, as applicable, in the Company’s consolidated balance sheet. As the derivatives are designated and qualify as cash-flow hedges, the gains or losses on the natural gas swaps are recorded in stockholders’ equity as a component of other comprehensive income (loss) (“OCI”), net of tax. Reclassifications of the gains and losses on natural gas hedges into earnings are included in production cost and subsequently charged to cost of goods sold in the consolidated statements of operations in the period in which the associated inventory is sold. As of December 31, 2018, the Company’s natural gas swaps had a remaining notional quantity of 3.9 million MMBTU to mitigate commodity price volatility through December 2021.

Use of Derivative Financial Instruments to Manage Interest Rate Risk. The Company is exposed to fluctuations in interest rates on its senior secured credit facilities. Changes in interest rates will not affect the market value of such debt but will affect the amount of the Company’s interest payments over the term of the loans. Likewise, an increase in interest rates could have a material impact on the Company’s cash flow. The Company hedges the interest rate fluctuations on debt obligations through interest rate cap agreements. The Company records these agreements at fair value as assets or liabilities in its consolidated balance sheet. As the derivatives are designated and qualify as cash flow hedges, the gains or losses on the interest rate cap agreements are recorded in stockholders’ equity as a component of OCI, net of tax. Reclassifications of the gains and losses on the interest rate cap agreements into earnings are recorded as part of interest expense in the consolidated statements of operations as the Company makes its interest payments on the hedged portion of its senior secured credit facilities. Fair value is determined based on estimated amounts that would be received or paid to terminate the contracts at the reporting date based on quoted market prices.

In July 2016, the Company entered into interest rate cap agreements, paying a premium of $1,551 to mitigate interest rate volatility from July 2016 through July 2020 by employing varying cap rates, ranging from 1.50% to 3.00% on $1,000,000 of notional variable-rate debt. The cap rate in effect at December 31, 2018 was 2.50%. In November 2018, the Company entered into additional interest rate cap agreements to mitigate interest rate volatility from July 2020 through July 2022, with a cap rate of 3.50% on $500,000 of notional variable-rate debt.

Use of Derivative Financial Instruments to Manage Foreign Currency Risk. The Company is exposed to risks related to its net investments in foreign operations due to fluctuations in foreign currency exchange rates, particularly between the United States dollar and the Euro. In connection with the February 2018 term loan refinancing (see Note 16 to these consolidated financial statements), the Company entered into multiple cross currency interest rate swap arrangements with an aggregate notional amount of €280,000 ($320,404 as of December 31, 2018) to hedge this exposure on the net investments of certain of its Euro-denominated subsidiaries. The Company records these swap agreements at fair value as assets or liabilities in its consolidated balance sheet. As the derivatives are designated and qualify as net investment hedges, changes in the fair value of the swaps attributable to changes in the spot exchange rates are recognized in cumulative translation adjustment (“CTA”) within OCI and are held there until the hedged net investments are sold or substantially liquidated. Changes in the fair value of the swaps attributable to the cross currency basis spread are excluded from the assessment of hedge effectiveness and are recorded in current period earnings. Upon such sale or liquidation, the amount recognized in CTA is reclassified to earnings and reported in the same line item as the gain or loss on the liquidation of the net investments.

The fair values of derivative instruments held as of December 31, 2018 and 2017 are shown below:



		December 31,
	Balance sheet location	2018		2017
Derivative assets:
Derivatives designated as cash flow hedges:
Natural gas swaps	Prepaid and other current assets	$	21	$	—
Interest rate caps	Prepaid and other current assets	1,358		44
Interest rate caps	Other long-term assets	546		999
		1,925		1,043
Derivatives designed as net investment hedges:
Cross currency swaps	Prepaid and other current assets	5,499		—
Cross currency swaps	Other long-term assets	13,344		—
		18,843		—
Total derivative assets		$	20,768	$	1,043

Derivative liabilities:
Derivatives designated as cash flow hedges:
Natural gas swaps	Accrued liabilities	$	36	$	318
Natural gas swaps	Other long-term liabilities	148		130
Interest rate caps	Other long-term liabilities	1,842		—
Total derivative liabilities		$	2,026	$	448

The following table shows the effect of the Company’s derivative instruments designated as hedges on accumulated other comprehensive income (loss) (“AOCI”) and the statements of operations for the years ended December 31, 2018, 2017 and 2016:



		Years ended December 31,
		2018						2017						2016
	Location of gain (loss) reclassified from AOCI into income	Amount of gain (loss) recognized in OCI on derivatives			Amount of gain (loss) reclassified from AOCI into income			Amount of gain (loss) recognized in OCI on derivatives			Amount of gain (loss) reclassified from AOCI into income			Amount of gain (loss) recognized in OCI on derivatives			Amount of gain (loss) reclassified from AOCI into income
Interest rate caps	Interest (expense) income	$	(981	)	$	(256	)	$	(4,760	)	$	(40	)	$	4,250		$	—
Natural gas swaps	Cost of goods sold	$	637		$	353		$	(1,300	)	$	(222	)	$	(802	)	$	(1,433	)
		$	(344	)	$	97		$	(6,060	)	$	(262	)	$	3,448		$	(1,433	)

The following table shows the effect of the Company’s cash flow hedge accounting on the consolidated statements of operations for the years ended December 31, 2018, 2017 and 2016:



	Location and amount of gain (loss) recognized in income on cash flow hedging relationships
	Years ended December 31,
	2018						2017						2016
	Cost of goods sold			Interest (expense) income			Cost of goods sold			Interest (expense) income			Cost of goods sold			Interest (expense) income
Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow hedges are recorded	$	(1,226,520	)	$	(113,723	)	$	(1,095,265	)	$	(179,044	)	$	(810,085	)	$	(140,315	)

The effects of cash flow hedging:
Gain (loss) on cash flow hedging relationships:
Interest contracts:
Amount of gain (loss) reclassified from AOCI into income	—			(256		)	—			(40		)	—			—
Commodity contracts:
Amount of gain (loss) reclassified from AOCI into income	353			—			(222		)	—			(1,433		)	—

The following table shows the effect of the Company’s net investment hedges on AOCI and the consolidated statements of operations for the years ended December 31, 2018, 2017 and 2016:



	Amount of gain (loss) recognized in OCI on derivative						Location of (gain) loss reclassified from AOCI into income	Amount of (gain) loss reclassified from AOCI into income						Location of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)	Amount of gain (loss) recognized in income on derivative (amount excluded from effectiveness testing)
	Years ended December 31,							Years ended December 31,							Years ended December 31,
	2018		2017		2016			2018		2017		2016			2018		2017		2016
Cross currency swaps	$	18,843	$	—	$	—	(Gain) loss on sale of subsidiary	$	—	$	—	$	—	Interest (expense) income	$	7,898	$	—	$	—

Amounts of unrealized losses in AOCI that are expected to be reclassified to the consolidated statement of operations over the next twelve months are $640 as of December 31, 2018.