Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We use derivative financial instruments to reduce certain types of financial risk. Firm price sales arrangements involve a risk of profit margin fluctuations particularly as raw material prices have been volatile. Firm price sales arrangements generally include certain annual purchasing commitments and consumption schedules agreed to by the customers at selling prices based on raw material prices at the time the arrangements are established. As discussed in Note 17 to the consolidated financial statements included in Part II, Item 8. "Financial Statements and Supplementary Data", in order to reduce the risk of fluctuating profit margins on these sales, we enter into commodity forward contracts to purchase certain critical raw materials necessary to produce the products sold under the firm price sales arrangements. If a customer fails to perform its obligations under the firm price sales arrangements, we may realize losses as a result of the related commodity forward contracts. As of June 30, 2021, we had approximately $11.7 million of net deferred losses related to commodity forward contracts to purchase certain raw materials. A large portion of this balance is related to commodity forward contracts to support firm price sales arrangements associated with many customers. However, approximately 42 percent of these net deferred losses relate to commodity forward contracts entered into to support sales under firm price sales arrangements with one customer in addition to credit already extended to this customer in connection with outstanding trade receivables. Our customers have historically performed under these arrangements and we believe that they will honor such obligations in the future.
We are actively involved in managing risks associated with energy resources. Risk containment strategies include interaction with primary and secondary energy suppliers as well as obtaining adequate insurance coverage to compensate us for potential business interruption related to lack of availability of energy resources. In addition, we have used forwards to fix the price of a portion of our anticipated future purchases of certain energy requirements to protect against the impact of significant increases in energy costs. We also use surcharge mechanisms to offset a portion of these charges where appropriate.
Fluctuations in foreign currency exchange rates could subject us to risk of losses on anticipated future cash flows from our international operations or customers. Foreign currency forward contracts are used to hedge certain foreign exchange risk.
We use interest rate swaps to achieve a level of floating rate debt relative to fixed rate debt where appropriate. Historically, we have entered into forward swap contracts to manage the risk of cash flow variability associated with fixed interest debt expected to be issued.
All hedging strategies are reviewed and approved by senior financial management before being implemented. Senior financial management has established policies regarding the use of derivative instruments that prohibit the use of speculative or leveraged derivatives.
Based on the current funding level, the allocation policy for our largest pension plan assets is to have approximately 60 percent in return seeking assets and 40 percent in liability matching assets. Return seeking assets include domestic and international equities and diversified loan funds. Liability matching assets include long duration bond funds. As the funding level of the plan improves in increments of 5 percent, assets will be shifted from return seeking to liability matching in increments of 4 percent as a de-risking strategy.
The status of our financial instruments as of June 30, 2021 is provided in Note 17 to the consolidated financial statements included in Item 8. "Financial Statements and Supplementary Data". Assuming on June 30, 2021, (a) an instantaneous 10 percent decrease in the price of raw materials and energy for which we have commodity forward contracts, and (b) a 10 percent strengthening of the U.S. dollar versus foreign currencies for which foreign exchange forward contracts existed, our results of operations would not have been materially affected in either scenario.
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements and Supplementary Data
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Page
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Consolidated Financial Statements:
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|
Management's Responsibilities for Financial Reporting
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Management's Report on Internal Control Over Financial Reporting
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Report of Independent Registered Public Accounting Firm
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Consolidated Statements of Operations for the Years Ended June 30, 2021, 2020 and 2019
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Consolidated Statements of Comprehensive (Loss) Income for the Years Ended June 30, 2021, 2020 and 2019
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Consolidated Statements of Cash Flows for the Years Ended June 30, 2021, 2020 and 2019
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Consolidated Balance Sheets as of June 30, 2021 and 2020
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Consolidated Statements of Changes in Equity for the Years Ended June 30, 2021, 2020 and 2019
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Notes to Consolidated Financial Statements
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Supplementary Data:
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Quarterly Financial Data (Unaudited)
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Schedule II. Valuation and Qualifying Accounts for the Years Ended June 30, 2021, 2020 and 2019
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Management's Responsibilities for Financial Reporting
Management prepared the financial statements included in this Annual Report on Form 10-K and is responsible for their integrity and objectivity. The statements were prepared in conformity with accounting principles generally accepted in the United States of America and, as such, include amounts based on management's best judgments and estimates. Financial information elsewhere in this Annual Report is consistent with that in the financial statements.
Carpenter maintains a system of internal controls, supported by a code of conduct, designed to provide reasonable assurance that assets are safeguarded and transactions are properly executed and recorded for the preparation of financial information. We believe Carpenter's system of internal controls provides this appropriate balance. The system of internal controls and compliance is continually monitored by Carpenter's internal audit staff.
The Audit/Finance Committee of the Board of Directors, composed of independent directors, meets regularly with management, Carpenter's internal auditors and our independent registered public accounting firm to consider audit results and to discuss significant internal control, auditing and financial reporting matters. Both the independent registered public accounting firm and internal auditors have unrestricted access to the Audit/Finance Committee.
Management's Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of Carpenter's internal control over financial reporting as of June 30, 2021. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).
Based on its assessment, management concluded that, as of June 30, 2021, Carpenter's internal control over financial reporting is effective based on those criteria.
The effectiveness of Carpenter's internal control over financial reporting as of June 30, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing herein.
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/s/ Tony R. Thene
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Tony R. Thene
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President and Chief Executive Officer
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/s/ Timothy Lain
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Timothy Lain
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Senior Vice President and Chief Financial Officer
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and
Stockholders of Carpenter Technology Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Carpenter Technology Corporation and its subsidiaries (the “Company”) as of June 30, 2021 and 2020, and the related consolidated statements of operations, of comprehensive (loss) income, of changes in equity and of cash flows for each of the three years in the period ended June 30, 2021, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in the year ended June 30, 2020.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill Impairment Assessment – Specialty Alloys Operations and Dynamet Reporting Units
As described in Notes 1 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was $241.4 million as of June 30, 2021 and the goodwill associated with the Specialty Alloys Operations (SAO) and Dynamet reporting units was $195.5 million and $31.9 million, respectively. Goodwill is annually tested for impairment as of June 30, or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. Potential impairment is identified by comparing the fair value of a reporting unit to its carrying value, including goodwill. The fair value is estimated using a weighting of discounted cash flows and market multiples valuation techniques for the SAO and Dynamet reporting units. The discounted cash flow technique requires the use of cash flow forecasts. The cash flow forecasts include significant judgments and assumptions related to revenue growth rates, which include perpetual growth rates, gross margin and weighted average cost of capital. The market multiples valuation technique includes significant judgment in the determination of the market multiples.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the SAO and Dynamet reporting units is a critical audit matter are the significant judgment by management when developing the fair value measurement of the SAO and Dynamet reporting units using the discounted cash flow and market multiples valuation techniques, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (i) the revenue growth rates, gross margin and weighted average cost of capital for the SAO reporting unit, and (ii) the revenue growth rates and gross margin for the Dynamet reporting unit. In addition, the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Company’s reporting units. These procedures also included, among others, (i) testing management’s process for developing the fair value estimates, (ii) evaluating the appropriateness of the discounted cash flow and market multiples valuation techniques; (iii) testing the completeness, accuracy and relevance of underlying data used in developing the estimates; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the revenue growth rates, gross margin and weighted average cost of capital for the SAO reporting unit and the revenue growth rates and gross margin for the Dynamet reporting unit. Evaluating management’s assumptions related to the revenue growth rates, gross margin and weighted average cost of capital involved evaluating whether the assumptions were reasonable considering (i) the current and past performance of the reporting units, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow and market multiple valuation techniques, and the weighted average cost of capital and market multiples assumptions.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
August 19, 2021
We have served as the Company's auditor since 1918.
CARPENTER TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended June 30, 2021, 2020 and 2019
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, except per share data)
|
|
2021
|
|
2020
|
|
2019
|
Net sales
|
|
$
|
1,475.6
|
|
|
$
|
2,181.1
|
|
|
$
|
2,380.2
|
|
Cost of sales
|
|
1,470.4
|
|
|
1,822.4
|
|
|
1,935.4
|
|
Cost of sales - inventory write-downs from restructuring
|
|
4.2
|
|
|
29.3
|
|
|
—
|
|
Gross profit
|
|
1.0
|
|
|
329.4
|
|
|
444.8
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
180.2
|
|
|
201.0
|
|
|
203.4
|
|
|
|
|
|
|
|
|
Restructuring and asset impairment charges
|
|
16.6
|
|
|
68.5
|
|
|
—
|
|
|
|
|
|
|
|
|
Goodwill impairment
|
|
52.8
|
|
|
34.6
|
|
|
—
|
|
Operating (loss) income
|
|
(248.6)
|
|
|
25.3
|
|
|
241.4
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
32.7
|
|
|
19.8
|
|
|
26.0
|
|
Debt extinguishment losses, net
|
|
8.2
|
|
|
—
|
|
|
—
|
|
Other expense (income), net
|
|
8.4
|
|
|
(0.6)
|
|
|
(0.6)
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes
|
|
(297.9)
|
|
|
6.1
|
|
|
216.0
|
|
Income tax (benefit) expense
|
|
(68.3)
|
|
|
4.6
|
|
|
49.0
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(229.6)
|
|
|
$
|
1.5
|
|
|
$
|
167.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(LOSS) EARNINGS PER COMMON SHARE:
|
|
|
|
|
|
|
Basic
|
|
$
|
(4.76)
|
|
|
$
|
0.02
|
|
|
$
|
3.46
|
|
Diluted
|
|
$
|
(4.76)
|
|
|
$
|
0.02
|
|
|
$
|
3.43
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
|
|
|
|
|
|
|
Basic
|
|
48.3
|
|
|
48.1
|
|
|
47.7
|
|
Diluted
|
|
48.3
|
|
|
48.2
|
|
|
48.1
|
|
See accompanying notes to consolidated financial statements.
CARPENTER TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
For the Years ended June 30, 2021, 2020 and 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Net (loss) income
|
|
$
|
(229.6)
|
|
|
$
|
1.5
|
|
|
$
|
167.0
|
|
Other comprehensive income (loss), net of tax
|
|
.6
|
|
|
|
|
Cumulative adjustment upon adoption of ASU 2017-12 reclassified to reinvested earnings
|
|
—
|
|
|
—
|
|
|
(1.0)
|
|
Pension and postretirement benefits (losses), net of tax of $(55.3), $13.2 and $23.2, respectively
|
|
175.2
|
|
|
(41.0)
|
|
|
(72.9)
|
|
Net gain (loss) on derivative instruments, net of tax of $(5.7), $(1.2) and $13.3, respectively
|
|
18.0
|
|
|
3.7
|
|
|
(37.6)
|
|
Marketable securities gain, net of tax of $0.0, $0.0 and $0.0, respectively
|
|
—
|
|
|
—
|
|
|
0.3
|
|
Foreign currency translation
|
|
12.5
|
|
|
(8.9)
|
|
|
(0.8)
|
|
Other comprehensive income (loss), net of tax
|
|
205.7
|
|
|
(46.2)
|
|
|
(112.0)
|
|
Comprehensive (loss) income, net of tax
|
|
$
|
(23.9)
|
|
|
$
|
(44.7)
|
|
|
$
|
55.0
|
|
See accompanying notes to consolidated financial statements.
CARPENTER TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended June 30, 2021, 2020 and 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(229.6)
|
|
|
$
|
1.5
|
|
|
$
|
167.0
|
|
Adjustments to reconcile net (loss) income to net cash provided from operating activities:
|
|
|
|
|
|
|
Depreciation and amortization
|
|
123.6
|
|
|
123.9
|
|
|
121.5
|
|
LIFO decrement
|
|
52.2
|
|
|
1.8
|
|
|
—
|
|
Goodwill impairment charge
|
|
52.8
|
|
|
34.6
|
|
|
—
|
|
Non-cash inventory write-downs from restructuring
|
|
4.2
|
|
|
29.3
|
|
|
—
|
|
Non-cash restructuring and asset impairment charges
|
|
16.2
|
|
|
56.4
|
|
|
—
|
|
|
|
|
|
|
|
|
Debt extinguishment losses, net
|
|
8.2
|
|
|
—
|
|
|
—
|
|
Deferred income taxes
|
|
(33.6)
|
|
|
(0.4)
|
|
|
16.5
|
|
Net pension expense
|
|
24.6
|
|
|
15.3
|
|
|
11.6
|
|
|
|
|
|
|
|
|
Share-based compensation expense
|
|
10.4
|
|
|
10.9
|
|
|
17.6
|
|
Net loss on disposal of property, plant, and equipment and assets held for sale
|
|
0.3
|
|
|
0.2
|
|
|
1.2
|
|
|
|
|
|
|
|
|
Gain on insurance recovery
|
|
—
|
|
|
—
|
|
|
(11.4)
|
|
Changes in working capital and other:
|
|
|
|
|
|
|
Accounts receivable
|
|
(14.9)
|
|
|
90.3
|
|
|
(5.3)
|
|
Inventories
|
|
238.5
|
|
|
29.5
|
|
|
(94.0)
|
|
Other current assets
|
|
(33.9)
|
|
|
(20.5)
|
|
|
6.8
|
|
Accounts payable
|
|
22.4
|
|
|
(109.9)
|
|
|
20.1
|
|
Accrued liabilities
|
|
33.8
|
|
|
(18.1)
|
|
|
(4.9)
|
|
Pension plan contributions
|
|
(19.9)
|
|
|
(6.5)
|
|
|
(5.5)
|
|
Other postretirement plan contributions
|
|
(2.7)
|
|
|
(3.5)
|
|
|
(3.1)
|
|
Other, net
|
|
(2.6)
|
|
|
(3.0)
|
|
|
(5.7)
|
|
Net cash provided from operating activities
|
|
250.0
|
|
|
231.8
|
|
|
232.4
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
Purchases of property, plant, equipment and software
|
|
(100.5)
|
|
|
(171.4)
|
|
|
(180.3)
|
|
Acquisition of business, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(79.0)
|
|
Proceeds from disposals of property, plant and equipment and assets held for sale
|
|
1.6
|
|
|
0.2
|
|
|
0.4
|
|
Proceeds from insurance recovery
|
|
—
|
|
|
—
|
|
|
11.4
|
|
Proceeds from divestiture of business
|
|
20.0
|
|
|
—
|
|
|
—
|
|
Proceeds from sales and maturities of marketable securities
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities
|
|
(78.9)
|
|
|
(171.2)
|
|
|
(244.6)
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
Credit agreement borrowings
|
|
—
|
|
|
351.1
|
|
|
163.9
|
|
Credit agreement repayments
|
|
—
|
|
|
(181.1)
|
|
|
(163.9)
|
|
Net change in short-term credit agreement borrowings
|
|
(170.0)
|
|
|
(19.7)
|
|
|
19.7
|
|
Proceeds from issuance of long-term debt, net of offering costs
|
|
395.5
|
|
|
—
|
|
|
—
|
|
Payments on long-term debt
|
|
(250.0)
|
|
|
—
|
|
|
—
|
|
Payments for debt extinguishment costs, net
|
|
(8.2)
|
|
|
—
|
|
|
—
|
|
Payments for debt issue costs
|
|
(2.5)
|
|
|
—
|
|
|
—
|
|
Dividends paid
|
|
(39.1)
|
|
|
(38.8)
|
|
|
(38.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from stock options exercised
|
|
0.5
|
|
|
4.3
|
|
|
3.9
|
|
|
|
|
|
|
|
|
Withholding tax payments on share-based compensation awards
|
|
(2.3)
|
|
|
(8.0)
|
|
|
(4.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used for) provided from financing activities
|
|
(76.1)
|
|
|
107.8
|
|
|
(19.4)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
(0.7)
|
|
|
(2.3)
|
|
|
2.4
|
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
94.3
|
|
|
166.1
|
|
|
(29.2)
|
|
Cash and cash equivalents at beginning of year
|
|
193.1
|
|
|
27.0
|
|
|
56.2
|
|
Cash and cash equivalents at end of year
|
|
$
|
287.4
|
|
|
$
|
193.1
|
|
|
$
|
27.0
|
|
See accompanying notes to consolidated financial statements.
CARPENTER TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
June 30, 2021 and 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions, except share data)
|
|
2021
|
|
2020
|
ASSETS
|
|
|
|
|
Current assets:
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
287.4
|
|
|
$
|
193.1
|
|
Accounts receivable, net of allowance for doubtful accounts of $6.5 million and $4.6 million at June 30, 2021 and 2020, respectively
|
|
308.7
|
|
|
292.3
|
|
Inventories
|
|
425.7
|
|
|
724.3
|
|
|
|
|
|
|
Other current assets
|
|
95.6
|
|
|
56.6
|
|
Total current assets
|
|
1,117.4
|
|
|
1,266.3
|
|
Property, plant and equipment, net
|
|
1,457.5
|
|
|
1,498.1
|
|
Goodwill
|
|
241.4
|
|
|
290.4
|
|
Other intangibles, net
|
|
43.1
|
|
|
52.1
|
|
Deferred income taxes
|
|
5.3
|
|
|
4.9
|
|
Other assets
|
|
106.5
|
|
|
115.4
|
|
Total assets
|
|
$
|
2,971.2
|
|
|
$
|
3,227.2
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
Current liabilities:
|
|
|
|
|
Short-term credit agreement borrowings
|
|
$
|
—
|
|
|
$
|
170.0
|
|
Accounts payable
|
|
142.4
|
|
|
124.2
|
|
Accrued liabilities
|
|
163.9
|
|
|
157.9
|
|
Total current liabilities
|
|
306.3
|
|
|
452.1
|
|
Long-term debt
|
|
694.5
|
|
|
551.8
|
|
Accrued pension liabilities
|
|
222.6
|
|
|
399.5
|
|
Accrued postretirement benefits
|
|
98.6
|
|
|
137.4
|
|
Deferred income taxes
|
|
156.9
|
|
|
130.2
|
|
Other liabilities
|
|
100.0
|
|
|
110.5
|
|
Total liabilities
|
|
1,578.9
|
|
|
1,781.5
|
|
|
|
|
|
|
Contingencies and commitments (see Note 13)
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
|
|
|
|
|
Common stock — authorized 100,000,000 shares; issued 56,024,619 shares at June 30, 2021 and 56,012,748 shares at June 30, 2020; outstanding 48,040,676 shares at June 30, 2021 and 47,850,468 shares at June 30, 2020
|
|
280.1
|
|
|
280.1
|
|
Capital in excess of par value
|
|
322.6
|
|
|
321.4
|
|
Reinvested earnings
|
|
1,299.3
|
|
|
1,568.0
|
|
Common stock in treasury (7,983,943 shares and 8,162,280 shares at June 30, 2021 and 2020, respectively), at cost
|
|
(317.4)
|
|
|
(325.8)
|
|
Accumulated other comprehensive loss
|
|
(192.3)
|
|
|
(398.0)
|
|
Total stockholders' equity
|
|
1,392.3
|
|
|
1,445.7
|
|
Total liabilities and stockholders' equity
|
|
$
|
2,971.2
|
|
|
$
|
3,227.2
|
|
See accompanying notes to consolidated financial statements.
CARPENTER TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Years Ended June 30, 2021, 2020 and 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
($ in millions, except per share data)
|
|
Par
Value
of $5
|
|
Capital in
Excess of
Par Value
|
|
Reinvested
Earnings
|
|
Common
Stock in
Treasury
|
Accumulated Other Comprehensive (Loss) Income
|
Total Equity
|
|
|
|
|
Balances at June 30, 2018
|
|
$
|
278.6
|
|
|
$
|
310.0
|
|
|
$
|
1,475.9
|
|
|
$
|
(338.8)
|
|
|
$
|
(239.8)
|
|
|
$
|
1,485.9
|
|
|
|
Cumulative adjustment upon adoption of ASU 2017-12
|
|
|
|
|
|
1.0
|
|
|
|
|
(1.0)
|
|
|
—
|
|
|
|
Net income
|
|
|
|
|
|
167.0
|
|
|
|
|
|
|
167.0
|
|
|
|
Pension and postretirement benefits loss, net of tax
|
|
|
|
|
|
|
|
|
|
(72.9)
|
|
|
(72.9)
|
|
|
|
Marketable securities gain, net of tax
|
|
|
|
|
|
|
|
|
|
0.3
|
|
|
0.3
|
|
|
|
Net loss on derivative instruments, net of tax
|
|
|
|
|
|
|
|
|
|
(37.6)
|
|
|
(37.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
(0.8)
|
|
|
(0.8)
|
|
|
|
Cash dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common @ $0.80 per share
|
|
|
|
|
|
(38.6)
|
|
|
|
|
|
|
(38.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation plans
|
|
|
|
6.9
|
|
|
|
|
6.0
|
|
|
|
|
12.9
|
|
|
|
Stock options exercised
|
|
0.4
|
|
|
3.5
|
|
|
|
|
|
|
|
|
3.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at June 30, 2019
|
|
279.0
|
|
|
320.4
|
|
|
1,605.3
|
|
|
(332.8)
|
|
|
(351.8)
|
|
|
1,520.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
1.5
|
|
|
|
|
|
|
1.5
|
|
|
|
Pension and postretirement benefits loss, net of tax
|
|
|
|
|
|
|
|
|
|
(41.0)
|
|
|
(41.0)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain on derivative instruments, net of tax
|
|
|
|
|
|
|
|
|
|
3.7
|
|
|
3.7
|
|
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
(8.9)
|
|
|
(8.9)
|
|
|
|
Cash dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common @ $0.80 per share
|
|
|
|
|
|
(38.8)
|
|
|
|
|
|
|
(38.8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation plans
|
|
0.5
|
|
|
(2.7)
|
|
|
|
|
7.0
|
|
|
|
|
4.8
|
|
|
|
Stock options exercised
|
|
0.6
|
|
|
3.7
|
|
|
|
|
|
|
|
|
4.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at June 30, 2020
|
|
280.1
|
|
|
321.4
|
|
|
1,568.0
|
|
|
(325.8)
|
|
—
|
|
(398.0)
|
|
|
1,445.7
|
|
|
|
Net loss
|
|
|
|
|
|
(229.6)
|
|
|
|
|
|
|
(229.6)
|
|
|
|
Pension and postretirement benefits gain, net of tax
|
|
|
|
|
|
|
|
|
|
175.2
|
|
|
175.2
|
|
|
|
Net gain on derivative instruments, net of tax
|
|
|
|
|
|
|
|
|
|
18.0
|
|
|
18.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
12.5
|
|
|
12.5
|
|
|
|
Cash dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common @ $0.80 per share
|
|
|
|
|
|
(39.1)
|
|
|
|
|
|
|
(39.1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation plans
|
|
|
|
0.8
|
|
|
|
|
8.4
|
|
|
|
|
9.2
|
|
|
|
Stock options exercised
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
0.4
|
|
|
|
Balances at June 30, 2021
|
|
$
|
280.1
|
|
|
$
|
322.6
|
|
|
$
|
1,299.3
|
|
|
$
|
(317.4)
|
|
|
$
|
(192.3)
|
|
|
$
|
1,392.3
|
|
|
|
See accompanying notes to consolidated financial statements.
CARPENTER TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)
For the Years Ended June 30, 2021, 2020 and 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares
|
|
|
Issued
|
|
Treasury
|
|
Net Outstanding
|
Balances at June 30, 2018
|
|
55,712,229
|
|
|
(8,520,485)
|
|
|
47,191,744
|
|
|
|
|
|
|
|
|
Stock options exercised
|
|
96,514
|
|
|
—
|
|
|
96,514
|
|
Share-based compensation plans
|
|
—
|
|
|
182,105
|
|
|
182,105
|
|
Balances at June 30, 2019
|
|
55,808,743
|
|
|
(8,338,380)
|
|
|
47,470,363
|
|
Stock options exercised
|
|
117,049
|
|
|
—
|
|
|
117,049
|
|
Share-based compensation plans
|
|
86,956
|
|
|
176,100
|
|
|
263,056
|
|
Balances at June 30, 2020
|
|
56,012,748
|
|
|
(8,162,280)
|
|
|
47,850,468
|
|
|
|
|
|
|
|
|
Stock options exercised
|
|
11,871
|
|
|
—
|
|
|
11,871
|
|
Share-based compensation plans
|
|
—
|
|
|
178,337
|
|
|
178,337
|
|
Balances at June 30, 2021
|
|
56,024,619
|
|
|
(7,983,943)
|
|
|
48,040,676
|
|
See accompanying notes to consolidated financial statements.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Basis of Presentation
Certain amounts in the consolidated statements of operations, consolidated statements of cash flows and consolidated balance sheets as presented in Carpenter Technology’s Report on Form 10-K as of and for the year ended June 30, 2020 have been reclassified to conform to the current year presentation.
Basis of Consolidation
The consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. All significant intercompany accounts and transactions are eliminated.
Revenue Recognition
Revenue, net of related discounts, rebates, returns and allowances of $14.4 million, $25.8 million and $22.6 million for the years ended June 30, 2021, 2020 and 2019, respectively, is recognized when performance obligations are satisfied under the terms of a customer order or contract. This occurs when control of the goods and services has transferred to the customer, which is generally determined when title, ownership and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product, based on the applicable shipping terms, or when the service is performed. Shipping terms may vary for products shipped outside the United States depending on the mode of transportation, the country where the material is shipped and any agreements made with the customers.
Freight and Handling Fees and Costs
Freight and handling costs billed separately to customers are included as part of net sales, and freight and handling costs expensed are included as part of cost of sales on the consolidated statements of operations.
Research and Development
Research and development expenditures, which amounted to $19.7 million, $28.0 million and $23.3 million in fiscal years 2021, 2020 and 2019, respectively, are expensed as incurred and are generally reported in cost of sales in the consolidated statements of operations. The research and development expenditures consist principally of salaries and benefits, building costs, utilities and administrative expenses. Substantially all development costs are related to developing new products or designing significant improvements to existing products or processes.
Cash Equivalents
Cash equivalents consist of highly liquid instruments with original maturities of three months or less. Cash equivalents are stated at cost, which approximates market.
Accounts Receivable
Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables based on a review of outstanding amounts. Trade credit is extended based upon periodic evaluation of each customer's ability to perform its obligations. The Company determines accounts receivable allowances based on an aging of accounts and a review of specific accounts identified as collection risks. The Company does not require collateral to secure accounts receivable.
Inventories
Inventories are valued at the lower of cost or market for those inventories determined by the LIFO method. The Company values other inventory at the lower of cost or net realizable value, determined by the FIFO and average cost methods. As of June 30, 2021 and 2020, $107.5 million and $136.3 million of inventory, respectively, was accounted for using a method other than the LIFO method.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Property, Plant and Equipment and Depreciation
Fixed assets are stated at historical cost, with the exception of assets acquired through acquisitions, which are recorded at fair value, less accumulated depreciation. Depreciation for financial reporting purposes is computed by the straight-line method over the estimated useful lives of the assets. Upon disposal, assets and related depreciation are removed from the accounts and the differences between the net amounts and proceeds from disposal are generally included in cost of goods sold in the consolidated statements of operations.
Computer Software and Amortization
Computer software is included in property, plant and equipment, net on the consolidated balance sheets and is amortized for financial reporting purposes on a straight-line basis over the respective estimated useful lives ranging from 3 to 12 years.
Goodwill
Goodwill, net of accumulated impairment losses, representing the excess of the cost over the net tangible and identifiable intangible assets of acquired businesses, is stated at cost. Goodwill is not amortized but instead is tested annually for impairment as of June 30, or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. Such events or circumstances include a decline in general economic conditions, adverse changes in the industry and markets, poor financial performance affecting earnings and cash flows and a trend of negative or declining cash flows over multiple periods.
Potential impairment is identified by comparing the fair value of a reporting unit to its carrying value, including goodwill. The fair value is estimated using a discounted cash flow technique for the Additive reporting unit. The fair value is estimated using a weighting of discounted cash flows and the use of market multiples valuation techniques for the SAO reporting unit and remaining two PEP segment reporting units with goodwill.
The discounted cash flow technique requires the use of cash flow forecasts. The cash flow forecasts include significant judgments and assumptions related to revenue growth rates, which include perpetual growth rates, gross margin and weighted average cost of capital. The market multiples valuation technique includes significant judgment in the determination of the market multiples. If the carrying value of the reporting unit exceeds its fair value, any impairment loss is measured by the difference between the carrying value of the reporting unit and its fair value, not to exceed the carrying amount of goodwill.
Intangible assets
The costs of intangible assets, consisting principally of trademarks, trade names, non-compete arrangements, technology, patents and customer relationships are amortized on a straight-line basis over the estimated useful lives ranging from 5 to 30 years. The gross carrying amount and related accumulated amortization are removed from the accounts upon full amortization or impairment.
Impairment of Long-Lived Assets
Long-lived assets subject to amortization, including property, plant, equipment and intangible assets, are reviewed for impairment and written down to fair value whenever events or changes in circumstances indicate that the carrying value may not be recoverable through future undiscounted cash flows. The amount of the impairment loss is the excess of the carrying amount of the impaired assets over the fair value of the assets based upon discounted future cash flows.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Leases
Determination of whether a contract is or contains a lease at contract inception is based on the presence of identified assets and the right to obtain substantially all of the economic benefit from or to direct the use of such assets. When it is determined a lease exists, a ROU asset and corresponding lease liability are recorded on the consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term. Lease liabilities represent the obligation to make lease payments arising from the lease. On the lease commencement date, the Company measures and records a ROU asset and lease liability equal to the present value of the remaining lease payments, discounted using the rate implicit in the lease (or if that rate cannot be readily determined, an incremental borrowing rate). Lease terms include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease contracts with a term of 12 months or less are not recorded in the consolidated balance sheets. Fixed lease expense is recognized for operating leases on a straight-line basis over the lease term. Lease agreements with lease and non-lease components, are accounted for as a single lease component for all underlying asset classes. Accordingly, all costs associated with a lease contract are accounted for as lease costs. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. The variable lease payments are not presented as part of the ROU asset or lease liability.
Environmental Expenditures
Environmental expenditures that pertain to current operations or to future revenues are expensed or capitalized consistent with the Company's capitalization policy for property, plant and equipment. Expenditures that result from the remediation of an existing condition caused by past operations and that do not contribute to current or future revenues are expensed. Liabilities are recognized for remedial activities when the remediation is probable and the cost can be reasonably estimated. Most estimated liabilities are not discounted to present value due to the uncertainty as to the timing and duration of expected costs. For one former operating facility site, due to the routine nature of the expected costs, the liability for future costs is discounted to present value over 20 years assuming a discount rate of approximately 3 percent as of June 30, 2021 and 2020. The liabilities, net of present value discount, for this former operating site were $11.2 million and $11.2 million, as of June 30, 2021 and 2020, respectively.
Derivative Financial Instruments
All derivative financial instruments are recorded on the balance sheet at their fair value and changes in fair value are recorded each period in current earnings or other comprehensive income (loss). The Company enters into derivative financial instruments to hedge certain anticipated transactions, firm commitments or assets and liabilities denominated in foreign currencies. In addition, the Company, from time to time, utilizes interest rate swaps to convert fixed rate debt to floating rate debt.
Foreign Currency Translation
Assets and liabilities of international operations are translated into U.S. dollars at exchange rates in effect at year-end, and their income statements are translated at the average monthly exchange rates prevailing during the year. The resulting translation gains and losses are recorded each period as a component of accumulated other comprehensive income (loss) until the international entity is sold or liquidated. Gains and losses from transactions denominated in foreign currencies are reported in other expense (income), net in the consolidated statements of operations.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes
Deferred income taxes are recognized by applying enacted statutory tax rates, applicable to future years, to temporary differences between the tax basis and financial statement carrying values of the Company's assets and liabilities. Valuation allowances are recorded to reduce deferred tax assets to amounts that are more likely than not to be realized.
Significant judgments, estimates and assumptions are required in determining tax return reporting positions and in calculating provisions for income tax, which are based on interpretations of tax regulations and accounting pronouncements. Liabilities are established for uncertain tax positions when it is more likely than not that such positions, if challenged, would not be sustained upon review by taxing authorities. These liabilities are re-evaluated as tax regulations and facts and circumstances change, such as the closing of a tax audit or the expiration of the statute of limitations for a specific exposure.
(Loss) Earnings per Share
The Company calculates basic and diluted earnings per share using the two class method. Under the two class method, earnings are allocated to common stock and participating securities (restricted stock units that receive non-forfeitable dividends) according to their participation rights in dividends and undistributed earnings. The earnings available to each class of stock are divided by the weighted average number of shares for the period in each class. Diluted earnings per share assume the issuance of common stock for all potentially dilutive share equivalents outstanding.
Concentration of Credit Risk
Financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents, investments in marketable securities and trade receivables. Investment and cash management policies have been implemented that limit deposit concentrations and limit investments to investment grade securities. The risk with respect to trade receivables is mitigated by monitoring payment terms and periodic credit evaluations we perform on our customers, the short duration of our payment terms and by the diversification of our customer base. During fiscal year 2021, no single customer accounted for 10 percent or more of total net sales. During fiscal years 2020 and 2019, one customer, Howmet Aerospace Inc. (formerly Arconic Inc.), accounted for approximately 10 percent and 11 percent, respectively, of total net sales. For the years ended June 30, 2020 and 2019, 90 percent of sales to Howmet Aerospace Inc. were reported by the SAO segment and 10 percent were reported by the PEP segment, respectively. No single customer accounted for 10 percent or more of the accounts receivable outstanding at June 30, 2021 and 2020.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The global spread of the COVID-19 pandemic has created significant economic volatility, uncertainty and disruption. The extent to which the COVID-19 pandemic impacts our business, operations, financial results and financial position will depend on numerous evolving factors that the Company may not be able to accurately predict, including: the duration and scope of the pandemic; our efforts and efforts by governmental authorities to mitigate the COVID-19 pandemic, such as travel bans, shelter in place orders and business closures, and the related impact on resource allocations and manufacturing and supply chains; the impact of the pandemic on economic activity and actions taken in response; the effect on our customers' demand for our goods and services and our vendors ability to supply us with raw materials; the impact of providing a safe working environment to our employees, our ability to sell and provide our goods and services, which may be limited as a result of travel restrictions and people working from home; the ability of our customers to pay for our goods and services; and any closures of our offices and facilities and our customers' offices and facilities. Customers may also slow down decision-making, delay planned work or seek to terminate existing agreements.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company has assessed various accounting estimates and other matters, including those that require consideration of forecasted financial information, in context with the unknown future impacts of COVID-19 using information that is reasonably available to the Company at this time. As additional information becomes available, the future assessment of these estimates, including expectations at the time regarding the duration, scope and severity of the pandemic, as well as other factors, could materially adversely affect the consolidated financial statements in future reporting periods.
2. Restructuring Charges and Asset Impairment Charges
Fiscal Year 2021
During fiscal year 2021, restructuring and asset impairment charges were $16.6 million. Additional restructuring actions were executed within the Company's Additive business in the PEP segment. This included $14.2 million of non-cash pre-tax impairment charges related to $8.2 million of property, plant and equipment, $4.3 million associated with certain definite lived intangible assets, $1.3 million related to a lease right of use asset and $0.4 million of other non-cash charges. The Company also recognized $0.4 million for facility shut-down costs and various personnel-related costs for severance payments, medical coverage and related items.
The Company also recorded $2.0 million of non-cash pre-tax impairment charges as a result of the Amega West business exit primarily related to accounts receivable determined to be uncollectible.
Fiscal Year 2020
During fiscal year 2020, restructuring and asset impairment charges were $68.5 million. As a result of the prolonged weakness in oil and gas drilling and exploration activities and the impact this weakness had on certain reporting units in the PEP segment, the Company approved a plan to exit the Amega West oil and gas business. As a result, the Company recognized restructuring charges of $31.1 million. This included non-cash pre-tax impairment charges of $26.8 million on certain long-lived assets, of which $21.2 million related to property, plant and equipment and $5.6 million associated with certain definite lived intangible assets during the year ended June 30, 2020. The Company also recognized $4.3 million for facility shut-down costs and various personnel costs for severance payments, medical coverage and related items.
The Company recorded a pre-tax charge of $20.7 million during the year ended June 30, 2020 to reflect site closure costs for two domestic powder facilities in the PEP segment consisting of non-cash adjustments of property, plant and equipment and other assets.
During the year ended June 30, 2020, the Company implemented a restructuring plan aimed at reducing fixed costs by eliminating 20 percent of global salaried positions across all business segments. In connection with this restructuring plan and other cost saving actions, the Company recorded a pre-tax charge of $8.4 million during the year ended June 30, 2020 consisting primarily of various personnel-related costs for severance payments, medical coverage and related items. Of this charge, $0.9 million was recorded as non-cash forfeiture income related to share-based compensation in fiscal year 2020 and $3.5 million was paid from the Company's qualified pension plan in fiscal year 2021.
The Company recorded a pre-tax charge of $8.3 million during the year ended June 30, 2020 to reflect a non-cash write-down of software related to costs for an enterprise resource system that will not be implemented at a particular business unit.
There were no restructuring and asset impairment charges for fiscal year 2019.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The reserve balances and activity for restructuring charges at June 30, 2021 and 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
|
|
Reserve balance beginning of year
|
|
$
|
9.5
|
|
|
$
|
—
|
|
|
|
Restructuring charges excluding non-cash impairments
|
|
1.2
|
|
|
13.0
|
|
|
|
Cash payments
|
|
(9.3)
|
|
|
(3.5)
|
|
|
|
Reserve balance end of year
|
|
$
|
1.4
|
|
|
$
|
9.5
|
|
|
|
3. Recent Accounting Pronouncements
Recently Issued Accounting Pronouncements - Adopted
In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13 Financial Instruments - Credit Losses (Topic 326). This guidance added a new impairment model, known as the current expected credit loss model ("CECL"), which is based on expected losses rather than incurred losses that were recognized under the Allowance for Loan and Lease Losses accounting standard. Under this model, an entity is required to recognize an allowance equivalent to its estimate of expected credit losses. The CECL model applies to most debt instruments, trade receivables, lease receivables, financial guarantee contracts and other loan commitments. This model does not have a minimum threshold for recognition of impairment losses and requires the measurement of expected credit losses on assets that have a low risk of loss. This guidance will need to be considered in future assessments of credit losses. The adoption of ASU 2016-13 did not materially impact the consolidated financial statements.
In August 2018, the FASB issued ASU 2018-14 Reference Rate Reform (Subtopic 715-20). The amendments in ASU 2018-14 remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures and add disclosure requirements identified as relevant. Amendments that effect the Company's disclosure include the following: (i) elimination of presenting the amounts in accumulated other comprehensive income expected to be recognized (i.e., amortization of net actuarial losses and prior service costs) as non-service components of net periodic benefit cost over the next fiscal year; (ii) for postretirement health care benefits, elimination of the effects of a one-percentage point change in assumed health care cost trend rates on the (a) aggregate of the service and interest cost components of net periodic benefit cost and (b) benefit obligation. These amendments are effective for fiscal years ending after December 15, 2020 and early adoption is permitted. The adoption of ASU 2018-14 did not materially impact the consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848). The guidance in ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform, if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The adoption of ASU 2020-04 did not materially impact the consolidated financial statements.
In February 2016, the FASB issued Accounting Standards Update ASU 2016-02 Leases (Topic 842) which replaced the prior guidance in ASC 840, Leases. The standard improves transparency and comparability among companies by recognizing lease assets and lease liabilities on the balance sheet and by disclosing key information about leasing arrangements. ASU 2016-02 is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2018, with early adoption permitted. The Company adopted the provisions of ASU 2016-02 in the first quarter of fiscal year 2020 using the modified retrospective transition method, which did not require the Company to adjust comparative periods. Operating leases are included in other assets, accrued liabilities (current) and other liabilities (long-term) on the consolidated balance sheets. The Company's ROU assets and lease liabilities are recognized on the lease commencement date in an amount that represents the present value of future lease payments. Upon adoption of the new lease guidance, the Company recorded a ROU asset and lease liability on the consolidated balance sheet for several types of operating leases, including land and buildings, equipment (e.g. trucks and forklifts), vehicles and computer equipment. The adoption of the standard had no impact on the Consolidated Statements of Income or the Consolidated Statements of Cash Flows. There was no cumulative effect of adopting the standard at the date of initial application in reinvested earnings.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company elected the package of practical expedients included in this guidance, which allowed it to not reassess: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and, (iii) the initial direct costs for existing leases. The Company has elected the practical expedient to not separate lease components from nonlease components for all asset classes. The Company recognizes lease expense in the consolidated statements of operations on a straight-line basis over the lease term. The Company also made a policy election to not recognize ROU assets and lease liabilities for short-term leases with an initial term of 12 months or less for all asset classes. Leases with the option to extend their term or terminate early are reflected in the lease term when it is reasonably certain that the Company will exercise such options. Since adopted, the Company has expanded the disclosure of operating leases included in Note 14.
In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income (loss) to reinvested earnings for standard tax effects resulting from the Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018 (Tax Cuts and Jobs Act). ASU 2018-02 is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2018, with early adoption permitted. The Company adopted the provisions of ASU 2018-02 in the first quarter of fiscal year 2020. The adoption of ASU 2018-02 did not materially impact the consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40) - Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement. ASU 2018-15 was effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2019, with early adoption permitted. The Company early adopted the provisions of ASU 2018-15 in the first quarter of fiscal year 2020 and elected the prospective adoption method. The adoption of ASU 2018-15 did not materially impact the consolidated financial statements.
Recently Issued Accounting Pronouncements - Pending Adoption
At this time there are no recently issued pronouncements, pending adoption, that would materially impact the Company.
4. Revenue
The Company recognizes revenue in accordance with Topic 606, Revenue from Contracts. The Company applies the five-step model in the FASB's guidance, which requires the Company to: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the Company satisfies a performance obligation.
The Company recognizes revenue when performance obligations under the terms of a customer purchase order or contract are satisfied. This occurs when control of the goods and services has transferred to the customer, which is generally determined when title, ownership and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product or the service is performed. Consignment transactions are arrangements where the Company transfers product to a customer location but retains ownership and control of such product until it is used by the customer. Revenue for consignment arrangements is recognized upon usage by the customer. Service revenue is recognized as the services are performed.
The customer purchase order or contract for goods transferred has a single performance obligation for which revenue is recognized at a point in time. The standard terms and conditions of a customer purchase order include general rights of return and product warranty provisions related to nonconforming product. Depending on the circumstances, the product is either replaced or a quality adjustment is issued. Such warranties do not represent a separate performance obligation.
Each customer purchase order or contract sets forth the transaction price for the products and services purchased under that arrangement. Some customer arrangements include variable consideration, such as volume rebates, which generally depend upon the Company's customers meeting specified performance criteria, such as a purchasing level over a period of time. The Company exercises judgment to estimate the most likely amount of variable consideration at each reporting date.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenue is measured as the amount of consideration the Company expects to receive in exchange for its product. The normal payment terms are 30 days. The Company has elected to use the practical expedient that permits a Company to not adjust for the effects of a significant financing component if it expects that at the contract inception, the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.
Amounts billed to customers for shipping and handling activities to fulfill the Company's promise to transfer the goods are included in revenues and costs incurred by the Company for the delivery of goods are classified as cost of sales in the consolidated statements of operations. Shipping terms may vary for products shipped outside the United States depending on the mode of transportation, the country where the material is shipped and any agreements made with the customers.
Contract liabilities are recognized when the Company has received consideration from a customer to transfer goods or services at a future point in time when the Company performs under the purchase order or contract. Contract liabilities were $8.6 million and $12.3 million at June 30, 2021 and 2020, respectively, and are included in accrued liabilities on the consolidated balance sheets.
The Company elected the practical expedient that permits the omission of disclosure for remaining performance obligations which are expected to be satisfied in one year or less.
Disaggregation of Revenue
The Company operates in two business segments, Specialty Alloys Operations and Performance Engineered Products. Revenue is disaggregated within these two business segments by diversified end-use markets and by geographical location. Comparative information of the Company's overall revenues by end-use markets and geography for years ended June 30, 2021, 2020 and 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End-Use Market Data
|
|
Years Ended June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Aerospace and Defense
|
|
$
|
710.9
|
|
|
$
|
1,313.7
|
|
|
$
|
1,327.9
|
|
Medical
|
|
143.5
|
|
|
197.0
|
|
|
205.0
|
|
Transportation
|
|
144.5
|
|
|
132.1
|
|
|
157.7
|
|
Energy
|
|
87.8
|
|
|
135.4
|
|
|
181.7
|
|
Industrial and Consumer
|
|
292.1
|
|
|
296.0
|
|
|
371.5
|
|
|
|
|
|
|
|
|
|
|
Distribution
|
|
96.8
|
|
|
106.9
|
|
|
136.4
|
|
Total net sales
|
|
$
|
1,475.6
|
|
|
$
|
2,181.1
|
|
|
$
|
2,380.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic Data
|
|
Years Ended June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
United States
|
|
$
|
926.6
|
|
|
$
|
1,393.4
|
|
|
$
|
1,606.7
|
|
Europe
|
|
242.7
|
|
|
387.4
|
|
|
387.2
|
|
Asia Pacific
|
|
194.4
|
|
|
237.5
|
|
|
196.3
|
|
Mexico
|
|
48.8
|
|
|
67.0
|
|
|
81.6
|
|
Canada
|
|
32.9
|
|
|
54.2
|
|
|
67.8
|
|
Other
|
|
30.2
|
|
|
41.6
|
|
|
40.6
|
|
Total net sales
|
|
$
|
1,475.6
|
|
|
$
|
2,181.1
|
|
|
$
|
2,380.2
|
|
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Acquisition and Divestiture
On September 30, 2020, the Company divested the Amega West business for a total sale price of $20.0 million. In connection with the divestiture, the Company received $17.6 million of cash in the quarter ended September 30, 2020 and the remaining $2.4 million of cash in the quarter ended December 31, 2020. The operations of the Amega West business were historically included in our PEP segment and the Energy end-use market. The Company does not have any significant continuing involvement in the operations of Amega West after the divestiture.
On October 22, 2018, the Company acquired all the outstanding shares of LPW Technology Ltd. ("LPW"), for a cash purchase price of $79.0 million, net of cash acquired. The acquisition combines LPW's metal powder lifecycle management technology and processes with the Company's technical expertise in producing highly engineered metal powders and additively manufactured components. The purchase price allocation was completed in the fourth quarter of fiscal year 2019 and resulted in the purchase price being allocated to: $2.1 million of accounts receivable, $4.5 million of inventory, $0.5 million of other current assets, $11.9 million of property, plant and equipment, $11.4 million of identifiable intangible assets, $59.0 million of goodwill, $4.4 million of accounts payable, $2.5 million of current liabilities and $3.5 million of other liabilities. The goodwill represented the benefits the Company expected to realize from LPW's metal powder lifecycle management technology and processes combined with the Company's technical expertise in producing highly engineered metal powders and additively manufactured components.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. (Loss) Earnings per Common Share
The Company calculates basic and diluted (loss) earnings per share using the two class method. Under the two class method, (loss) earnings are allocated to common stock and participating securities (non-vested restricted shares and units that receive non-forfeitable dividends) according to their participation rights in dividends and undistributed earnings. The (loss) earnings available to each class of stock are divided by the weighted average number of outstanding shares for the period in each class. Diluted (loss) earnings per share assumes the issuance of common stock for all potentially dilutive share equivalents outstanding. For the year ended June 30, 2021, the Company incurred a net loss and accordingly excluded all potentially dilutive securities from the determination of diluted loss per share as their impact was anti-dilutive.
The calculations of basic and diluted (loss) earnings per common share for the years ended June 30, 2021, 2020 and 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
(in millions, except per share data)
|
|
2021
|
|
2020
|
|
2019
|
Net (loss) income
|
|
$
|
(229.6)
|
|
|
$
|
1.5
|
|
|
$
|
167.0
|
|
Dividends allocated to participating securities
|
|
(0.4)
|
|
|
(0.4)
|
|
|
(1.9)
|
|
|
|
|
|
|
|
|
(Loss) earnings available for common shareholders used in calculation of basic (loss) earnings per share
|
|
$
|
(230.0)
|
|
|
$
|
1.1
|
|
|
$
|
165.1
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding, basic
|
|
48.3
|
|
|
48.1
|
|
|
47.7
|
|
|
|
|
|
|
|
|
Basic (loss) earnings per common share
|
|
$
|
(4.76)
|
|
|
$
|
0.02
|
|
|
$
|
3.46
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(229.6)
|
|
|
$
|
1.5
|
|
|
$
|
167.0
|
|
Dividends allocated to participating securities
|
|
(0.4)
|
|
|
(0.4)
|
|
|
(1.9)
|
|
|
|
|
|
|
|
|
(Loss) earnings available for common shareholders used in calculation of diluted (loss) earnings per share
|
|
$
|
(230.0)
|
|
|
$
|
1.1
|
|
|
$
|
165.1
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding, basic
|
|
48.3
|
|
|
48.1
|
|
|
47.7
|
|
Effect of shares issuable under share-based compensation plans
|
|
—
|
|
|
0.1
|
|
|
0.4
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding, diluted
|
|
48.3
|
|
|
48.2
|
|
|
48.1
|
|
|
|
|
|
|
|
|
Diluted (loss) earnings per common share
|
|
$
|
(4.76)
|
|
|
$
|
0.02
|
|
|
$
|
3.43
|
|
The following awards issued under share-based compensation plans were excluded from the calculations of diluted earnings per share above because their effects were anti-dilutive:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
(in millions)
|
|
2021
|
|
2020
|
|
2019
|
Stock options
|
|
—
|
|
|
1.3
|
|
|
0.7
|
|
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. Inventories
Inventories consisted of the following components at June 30, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
Raw materials and supplies
|
|
$
|
115.0
|
|
|
$
|
217.6
|
|
Work in process
|
|
206.2
|
|
|
312.3
|
|
Finished and purchased products
|
|
104.5
|
|
|
194.4
|
|
Total inventory
|
|
$
|
425.7
|
|
|
$
|
724.3
|
|
Inventories are valued at the lower of cost or market for those inventories determined by the LIFO method. The Company values other inventory at the lower of cost or net realizable value, determined by the FIFO and average cost methods. If the FIFO method of inventory had been used instead of the LIFO method, inventories would have been $238.8 million and $134.5 million higher as of June 30, 2021 and 2020, respectively. Current cost of LIFO-valued inventories was $557.0 million at June 30, 2021 and $722.5 million at June 30, 2020. The reductions in LIFO-valued inventories increased cost of sales by $52.2 million, increased net loss by $37.3 million and negatively impacted diluted loss per share by $0.77 during fiscal year 2021. The reductions in LIFO-valued inventories increased cost of sales by $1.8 million, decreased net income by $1.4 million and negatively impacted diluted earnings per share by $0.03 during fiscal year 2020. There was no impact to cost of sales, net income or earnings per share during fiscal year 2019 from reductions in LIFO-valued inventories.
In fiscal year 2021, the Company recorded $4.2 million of inventory impairments within the Additive reporting unit which is part of the PEP segment as a result of restructuring actions. During fiscal year 2020, the Company recorded a $29.3 million inventory adjustment related to certain reporting units in the PEP segment due to targeted cost reduction actions including exiting the oil and gas business and the closure of two domestic powder facilities.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. Property, Plant and Equipment, net
Property, plant and equipment, net consisted of the following components at June 30, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
Land
|
|
$
|
36.5
|
|
|
$
|
35.1
|
|
Buildings and building equipment
|
|
537.6
|
|
|
538.5
|
|
Machinery and equipment
|
|
2,234.6
|
|
|
2,226.4
|
|
Capitalized software
|
|
221.2
|
|
|
91.7
|
|
Construction in progress
|
|
120.0
|
|
|
235.9
|
|
Total at cost
|
|
3,149.9
|
|
|
3,127.6
|
|
Less: accumulated depreciation and amortization
|
|
1,692.4
|
|
|
1,629.5
|
|
Total property, plant, and equipment, net
|
|
$
|
1,457.5
|
|
|
$
|
1,498.1
|
|
The estimated useful lives of depreciable assets are as follows:
|
|
|
|
|
|
|
|
|
Asset Category
|
|
Useful Life
(in Years)
|
Buildings and building equipment
|
|
10 – 45
|
Machinery and equipment
|
|
3 – 30
|
Capitalized software
|
|
3 – 12
|
During fiscal year 2021, the Company placed into service a new enterprise resource planning system and began amortization of this system. The Company reclassified both the current and prior year capitalized software costs that were reported in the other assets line item on the consolidated balance sheet in the prior year financial statements to the property, plant and equipment, net line item in the current year financial statements. This reclassification is a result of these assets being of greater significance in relation to other assets and total assets in the current year and the Company believes presentation as property, plant and equipment, net is more meaningful to the user of the financial statements.
As a result of targeted cost reduction activities, as further described in Note 2, the Company executed restructuring activities within the Additive reporting unit in both fiscal years 2021 and 2020. As a result, the Company recorded an impairment charge related to property, plant and equipment of $8.2 million during fiscal year 2021. During fiscal year 2020 the Company approved a plan to exit the oil and gas business and closed two powder facilities in the PEP segment. As a result, the Company recorded an impairment charge related to property, plant and equipment of $31.4 million in fiscal year 2020.
Depreciation for the years ended June 30, 2021, 2020 and 2019 was $104.7 million, $111.0 million and $108.1 million, respectively. Amortization related to capitalized software amounted to $12.0 million, $5.3 million and $6.1 million for the years ended June 30, 2021, 2020 and 2019, respectively.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. Goodwill and Other Intangible Assets, Net
Goodwill
As of June 30, 2021, the Company has three reporting units with goodwill recorded. Goodwill associated with the SAO reporting unit as of June 30, 2021 was $195.5 million and represents approximately 81 percent of total goodwill as of June 30, 2021. The remaining goodwill is associated with the PEP segment, which includes two reporting units, Dynamet and Latrobe Distribution, with goodwill recorded as of June 30, 2021 of $31.9 million and $14.0 million, respectively.
The Company conducts goodwill impairment testing at least annually as of June 30, or more often if events, changes or circumstances indicate that the carrying amount may not be recoverable. In preparing the financial statements for the quarter ended December 31, 2020, the Company identified an impairment triggering event related to the Additive reporting unit within the PEP segment. This reporting unit has experienced slower than expected growth due to customers shifting their near-term focus away from this emerging area as a result of the continuing impacts of the COVID-19 pandemic. During the quarter ended December 31, 2020 the Company also made strategic decisions to reduce resources allocated to the Additive reporting unit to concentrate on the essential manufacturing business. In light of these decisions and current market conditions, the pace of growth in the future projections for the Company's Additive reporting unit were lowered.
The fair value for the Additive reporting unit was estimated using a discounted cash flow technique. The Company determined the goodwill associated with the Additive reporting unit was impaired and recorded an impairment charge of $52.8 million during the quarter ended December 31, 2020, which represented the entire balance of goodwill.
Goodwill associated with the SAO reporting unit is tested at the SAO segment level. The fair value is estimated using a weighting of discounted cash flows and the use of market multiples valuation techniques. As of June 30, 2021, the fair value of the SAO reporting unit exceeded the carrying value by approximately 26.3 percent. The discounted cash flows analysis for the SAO reporting unit includes assumptions related to our ability to increase volume, improve mix, expand product offerings and continue to implement opportunities to reduce costs over the next several years. For purposes of the discounted cash flow analysis for SAO's fair value, the Company used a weighted average cost capital of 9.0 percent and a terminal growth rate assumption of 3.0 percent. If the long-term growth rate of this reporting unit had been hypothetically reduced by 0.5 percent at June 30, 2021, the SAO reporting unit would have a fair value that exceeded the carrying value by approximately 22.0 percent.
All other goodwill is associated with the PEP segment, which includes two reporting units with goodwill recorded. The fair value is estimated using a weighting of discounted cash flows and the use of market multiples valuation techniques for the PEP segment reporting units. The fair values of the two remaining PEP segment reporting units exceeded their carrying values, in each case, by 45 percent or more. The Company continuously monitors for events and circumstances that could negatively impact the key assumptions in determining fair value of the reporting units. Given the evolving nature of and uncertainty driven by the COVID-19 pandemic, the Company will continue to evaluate the impact on the reporting units as adverse changes to these assumptions could result in future impairments.
Accumulated goodwill impairment losses of $134.6 million are related solely to the PEP segment. The changes in the carrying amount of goodwill by reportable segment for fiscal years 2021 and 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
June 30, 2019
|
|
Impairment
|
|
|
|
Other
|
|
June 30, 2020
|
|
|
Impairment
|
|
Other
|
|
June 30, 2021
|
Goodwill
|
|
$
|
373.6
|
|
|
$
|
—
|
|
|
|
|
$
|
(1.4)
|
|
|
$
|
372.2
|
|
|
|
$
|
—
|
|
|
$
|
3.8
|
|
|
$
|
376.0
|
|
Accumulated impairment losses
|
|
(47.2)
|
|
|
(34.6)
|
|
|
|
|
—
|
|
|
(81.8)
|
|
|
|
(52.8)
|
|
|
—
|
|
|
(134.6)
|
|
Total goodwill
|
|
$
|
326.4
|
|
|
$
|
(34.6)
|
|
|
|
|
$
|
(1.4)
|
|
|
$
|
290.4
|
|
|
|
$
|
(52.8)
|
|
|
$
|
3.8
|
|
|
$
|
241.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specialty Alloys Operations
|
|
$
|
195.5
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
$
|
195.5
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
195.5
|
|
Performance Engineered Products
|
|
130.9
|
|
|
(34.6)
|
|
|
|
|
(1.4)
|
|
|
94.9
|
|
|
|
(52.8)
|
|
|
3.8
|
|
|
45.9
|
|
Total goodwill
|
|
$
|
326.4
|
|
|
$
|
(34.6)
|
|
|
|
|
$
|
(1.4)
|
|
|
$
|
290.4
|
|
|
|
$
|
(52.8)
|
|
|
$
|
3.8
|
|
|
$
|
241.4
|
|
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Intangible Assets, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
June 30, 2020
|
($ in millions)
|
|
Useful Life
(in Years)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Impairment
|
|
Net Carrying
Amount
|
Trademarks and trade names
|
|
15 - 30
|
|
$
|
29.9
|
|
|
$
|
(24.3)
|
|
|
$
|
5.6
|
|
|
$
|
33.5
|
|
|
$
|
(25.4)
|
|
|
$
|
(1.5)
|
|
|
$
|
6.6
|
|
Customer relationships
|
|
10 - 15
|
|
70.8
|
|
|
(44.1)
|
|
|
26.7
|
|
|
76.9
|
|
|
(41.2)
|
|
|
(1.2)
|
|
|
34.5
|
|
Non-compete agreements
|
|
5
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(0.1)
|
|
|
(0.1)
|
|
|
—
|
|
Technology
|
|
10 - 15
|
|
3.6
|
|
|
(2.8)
|
|
|
0.8
|
|
|
7.3
|
|
|
(1.5)
|
|
|
(4.5)
|
|
|
1.3
|
|
Patents
|
|
14 - 20
|
|
11.4
|
|
|
(1.4)
|
|
|
10.0
|
|
|
11.4
|
|
|
(1.7)
|
|
|
—
|
|
|
9.7
|
|
Total
|
|
|
|
$
|
115.7
|
|
|
$
|
(72.6)
|
|
|
$
|
43.1
|
|
|
$
|
129.3
|
|
|
$
|
(69.9)
|
|
|
$
|
(7.3)
|
|
|
$
|
52.1
|
|
The Company recorded $6.9 million of amortization expense related to intangible assets during fiscal year 2021, $8.3 million during fiscal year 2020 and $7.3 million during fiscal year 2019. The estimated annual amortization expense related to intangible assets for each of the succeeding five fiscal years is $6.8 million in fiscal years 2022 and 2023, $6.6 million in fiscal year 2024 and $6.5 million in fiscal years 2025 and 2026.
During the year ended June 30, 2021, the Company impaired $4.3 million of net carrying amount related to technology and customer relationships within the Additive reporting unit. The impairment was the result of a restructuring plan to consolidate certain operations within the Additive business in the PEP segment. There was no remaining carrying value for these assets as of June 30, 2021.
As a result of targeted cost reduction activities, in fiscal year 2020 the Company approved a plan to exit the oil and gas business and closed two powder facilities in the PEP segment. As a result, the Company recorded an impairment charge of $7.3 million of net carrying amount related to definite lived intangible assets during fiscal year 2020. There was no remaining carrying value for these assets as of June 30, 2020.
10. Accrued Liabilities
Accrued liabilities consisted of the following as of June 30, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
Accrued compensation and benefits
|
|
$
|
81.4
|
|
|
$
|
50.4
|
|
Accrued interest expense
|
|
16.2
|
|
|
10.4
|
|
Accrued postretirement benefits
|
|
14.4
|
|
|
14.0
|
|
Current portion of lease liabilities
|
|
9.0
|
|
|
11.5
|
|
Contract liabilities
|
|
8.6
|
|
|
12.3
|
|
Derivative financial instruments
|
|
4.2
|
|
|
11.1
|
|
Accrued pension liabilities
|
|
3.5
|
|
|
20.2
|
|
Accrued income taxes
|
|
0.5
|
|
|
1.0
|
|
Other
|
|
26.1
|
|
|
27.0
|
|
Total accrued liabilities
|
|
$
|
163.9
|
|
|
$
|
157.9
|
|
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. Debt
On July 10, 2020, the Company completed its offering and sale of $400.0 million in aggregate principal amount of 6.375% Senior Notes due 2028 (the "Notes"). The Notes accrue interest at the rate of 6.375% per annum, with interest payable in cash semi-annually in arrears on each January 15th and July 15th, commencing January 15, 2021. The Notes will mature on July 15, 2028. The Notes are senior unsecured indebtedness of the Company, ranking equally in right of payment with all its existing and future senior unsecured indebtedness and senior to any future subordinated indebtedness. The Company utilized a portion of the net proceeds from the issuance of the Notes to repay in full $250.0 million in aggregate principal amount of its senior unsecured notes due July 2021. The Company used or intends to use the remaining net proceeds from the issuance of the Notes for general corporate purposes.
On March 26, 2021, the Company entered into a $300.0 million secured revolving credit facility ("the Credit Facility"). The Credit Facility amended and restated the Company's previous revolving credit facility, dated March 31, 2017, which had been set to expire in March 2022. The Credit Facility extends the maturity to March 31, 2024, subject to a springing maturity of November 30, 2022. If, by November 30, 2022, the Company's outstanding $300.0 million 4.45% Senior Notes due in March 2023 are not redeemed, repurchased or refinanced with indebtedness having a maturity date of October 1, 2024 or later, all indebtedness under the Credit Facility will be due. The Credit Facility contains a revolving credit commitment amount of $300.0 million, subject to the Company's right, from time to time, to request an increase of the commitment to $500.0 million in the aggregate; and provides for the issuance of letters of credit subject to a $40.0 million sub-limit. The Company has the right to terminate or reduce the commitments under the Credit Facility, and, subject to certain lender approvals, to join subsidiaries as subsidiary borrowers.
Interest on the borrowings under the Credit Facility accrue at variable rates, based upon a "Eurocurrency Rate" or a defined "Base Rate". Both are determined based upon the credit rating of the Company's senior unsecured long-term debt (the "Debt Rating"). The applicable margin to be added to Eurocurrency Rate ranges from 1.25% to 2.25% (2.00% as of June 30, 2021), and for Base Rate-determined loans, from 0.25% to 1.25% (1.00% as of June 30, 2021). The Company also pays a quarterly commitment fee ranging from 0.275% to 0.375% (0.35% as of June 30, 2021), determined based upon the Debt Rating, of the unused portion of the $300.0 million commitment under the Credit Facility. In addition, the Company must pay certain letter of credit fees, ranging from 1.25% to 2.25% (2.00% as of June 30, 2021), with respect to letters of credit issued under the Credit Facility. The Company has the right to voluntarily prepay and re-borrow loans and to terminate or reduce the commitments under the facility. As of June 30, 2021, the Company had $5.4 million of issued letters of credit under the Credit Facility and no short-term borrowings, with the balance of $294.6 million available to the Company. As of June 30, 2021, the borrowing rate for the Credit Facility was 2.10 percent.
The Company is subject to certain financial and restrictive covenants under the Credit Facility, which, among other things, require the maintenance of a minimum interest coverage ratio. The interest coverage ratio is defined in the Credit Facility as, for any period, the ratio of consolidated earnings before interest, taxes, depreciation and amortization and non-cash net pension expense ("EBITDA") to consolidated interest expense for such period. The interest coverage covenant is waived until the quarter ended March 31, 2022 at which time it will be 3.00 to 1.00 and then 3.50 to 1.00 thereafter. The Credit Facility also requires the Company to maintain a debt to capital ratio of less than 55 percent. The debt to capital ratio is defined in the Credit Facility as the ratio of consolidated indebtedness, as defined therein, to consolidated capitalization, as defined therein. During the period which the interest coverage covenant is waived, the Credit Facility requires that the Company maintain a minimum available liquidity of $150.0 million for certain periods, which is defined in the Credit Facility as aggregate amount of loans available to be drawn under the credit facility plus non-restricted cash and cash equivalents as defined therein. In addition, the Company is also subject to an asset coverage ratio minimum of 1.10 to 1.00. The asset coverage ratio is defined in the Credit Facility as eligible receivables and inventory, as defined therein, to outstanding loans and obligations, as defined therein. As of June 30, 2021, the Company was in compliance with all of the covenants of the Credit Facility.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Long-term debt outstanding at June 30, 2021 and 2020 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
|
|
|
|
|
Senior unsecured notes, 5.20% due July 2021 (face value of $250.0 million at June 30, 2020)
|
|
$
|
—
|
|
|
$
|
252.3
|
|
Senior unsecured notes, 4.45% due March 2023 (face value of $300.0 million at June 30, 2021 and 2020)
|
|
299.5
|
|
|
299.5
|
|
Senior unsecured notes, 6.375% due July 2028 (face value of $400.0 million at June 30, 2021)
|
|
395.0
|
|
|
—
|
|
Total
|
|
694.5
|
|
|
551.8
|
|
|
|
|
|
|
Less: amounts due within one year
|
|
—
|
|
|
—
|
|
Long-term debt, net of current portion
|
|
$
|
694.5
|
|
|
$
|
551.8
|
|
Aggregate maturities of long-term debt for the five fiscal years subsequent to June 30, 2021, are $0.0 million in 2022, $300.0 million in 2023, $0.0 million in 2024 and $0.0 million in 2025 and 2026.
For the years ended June 30, 2021, 2020 and 2019, interest costs totaled $40.8 million, $28.8 million and $31.1 million, respectively, of which $8.1 million, $9.0 million and $5.1 million, respectively, were capitalized as part of the cost of property, plant, equipment and software. Debt extinguishment losses, net for the fiscal year ended June 30, 2021 includes $10.5 million of debt prepayment costs on the Notes due July 2021 offset by gains of $2.3 million on related interest rate swaps that were terminated in connection with the prepayment. For the fiscal years ended June 30, 2020 and 2019, debt extinguishment losses, net totaled $0.0 million, respectively.
12. Pension and Other Postretirement Benefits
The Company provides several noncontributory defined benefit pension plans to certain employees. The plans provide defined benefits based on years of service and final average salary.
The Company also provides other postretirement benefit plans to certain of its employees. The postretirement benefit plans consist of health care and life insurance plans. Plan assets are maintained in a Voluntary Employee Benefit Association ("VEBA") Trust. During fiscal years 2021 and 2020, the Company funded benefit payments using assets in the VEBA Trust.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following provides a reconciliation of benefit obligations, plan assets and funded status of the plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
Other Postretirement Plans
|
($ in millions)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
|
Projected benefit obligation at beginning of year
|
|
$
|
1,343.1
|
|
|
$
|
1,339.3
|
|
|
$
|
264.2
|
|
|
$
|
255.8
|
|
Service cost
|
|
9.6
|
|
|
9.9
|
|
|
2.7
|
|
|
2.6
|
|
Interest cost
|
|
39.4
|
|
|
46.9
|
|
|
7.7
|
|
|
9.0
|
|
Benefits paid
|
|
(92.5)
|
|
|
(80.6)
|
|
|
(12.9)
|
|
|
(12.6)
|
|
Actuarial (gain) loss
|
|
(25.3)
|
|
|
71.1
|
|
|
(12.4)
|
|
|
9.4
|
|
Plan settlements
|
|
(48.8)
|
|
|
(47.1)
|
|
|
—
|
|
|
—
|
|
Special termination benefits
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation at end of year
|
|
1,225.5
|
|
|
1,343.1
|
|
|
249.3
|
|
|
264.2
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
|
923.4
|
|
|
964.7
|
|
|
112.8
|
|
|
119.0
|
|
Actual return
|
|
193.7
|
|
|
76.2
|
|
|
33.6
|
|
|
2.9
|
|
Benefits paid
|
|
(92.6)
|
|
|
(80.9)
|
|
|
(12.8)
|
|
|
(12.4)
|
|
Contributions
|
|
23.7
|
|
|
9.9
|
|
|
2.7
|
|
|
3.3
|
|
Plan settlements
|
|
(48.8)
|
|
|
(46.5)
|
|
|
—
|
|
|
—
|
|
Fair value of plan assets at end of year
|
|
999.4
|
|
|
923.4
|
|
|
136.3
|
|
|
112.8
|
|
Funded status of the plans
|
|
$
|
(226.1)
|
|
|
$
|
(419.7)
|
|
|
$
|
(113.0)
|
|
|
$
|
(151.4)
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued liabilities - current
|
|
(3.5)
|
|
|
(20.2)
|
|
|
(14.4)
|
|
|
(14.0)
|
|
Accrued pension liabilities - noncurrent
|
|
(222.6)
|
|
|
(399.5)
|
|
|
—
|
|
|
—
|
|
Accrued postretirement benefits - noncurrent
|
|
—
|
|
|
—
|
|
|
(98.6)
|
|
|
(137.4)
|
|
Funded status of the plans
|
|
$
|
(226.1)
|
|
|
$
|
(419.7)
|
|
|
$
|
(113.0)
|
|
|
$
|
(151.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
Other Postretirement Plans
|
($ in millions)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Amounts recognized in accumulated other comprehensive loss (income):
|
|
|
|
|
|
|
|
|
Net actuarial loss
|
|
$
|
298.0
|
|
|
$
|
487.2
|
|
|
$
|
10.3
|
|
|
$
|
53.3
|
|
Prior service cost (credit)
|
|
10.0
|
|
|
12.0
|
|
|
(10.1)
|
|
|
(14.0)
|
|
Total
|
|
$
|
308.0
|
|
|
$
|
499.2
|
|
|
$
|
0.2
|
|
|
$
|
39.3
|
|
Other changes in plan assets and benefit obligations recognized in other comprehensive loss consist of:
|
|
|
|
|
|
|
|
|
Net actuarial (gain) loss
|
|
$
|
(162.6)
|
|
|
$
|
56.9
|
|
|
$
|
(39.4)
|
|
|
$
|
13.5
|
|
Amortization of net loss
|
|
(15.3)
|
|
|
(15.5)
|
|
|
(3.6)
|
|
|
(2.5)
|
|
Amortization of prior service (cost) benefit
|
|
(2.1)
|
|
|
(2.1)
|
|
|
3.9
|
|
|
3.9
|
|
Settlement charge
|
|
(11.4)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total, before tax effect
|
|
$
|
(191.4)
|
|
|
$
|
39.3
|
|
|
$
|
(39.1)
|
|
|
$
|
14.9
|
|
Additional information:
|
|
|
|
|
|
|
|
|
Accumulated benefit obligation for all pension plans
|
|
$
|
1,217.6
|
|
|
$
|
1,335.2
|
|
|
N/A
|
|
N/A
|
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended June 30, 2021, actuarial gains in pension plans were significantly impacted by a mortality update of $13.1 million and a change in discount rate of $7.1 million and actuarial gains in other postretirement plans were significantly impacted by a mortality update of $6.8 million and a change in plan experience of $4.2 million. For the year ended June 30, 2020, net actuarial losses in pension plans were significantly impacted by losses from the change in discount rate of $91.6 million and by gains from a mortality update of $15.2 million and net actuarial losses in other postretirement plans were significantly impacted by losses from the change in discount rate of $16.6 million and by gains from a mortality update of $2.1 million.
The following is additional information related to plans with projected benefit obligations in excess of plan assets as of June 30, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
Other Postretirement Plans
|
($ in millions)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Projected benefit obligation
|
|
$
|
1,225.5
|
|
|
$
|
1,343.0
|
|
|
$
|
249.3
|
|
|
$
|
264.2
|
|
Fair value of plan assets
|
|
$
|
999.4
|
|
|
$
|
923.3
|
|
|
$
|
136.3
|
|
|
$
|
112.8
|
|
The following additional information is for plans with accumulated benefit obligations in excess of plan assets as of June 30, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
Other Postretirement Plans
|
($ in millions)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Accumulated benefit obligation
|
|
$
|
1,217.6
|
|
|
$
|
1,335.1
|
|
|
$
|
249.3
|
|
|
$
|
264.2
|
|
Fair value of plan assets
|
|
$
|
999.4
|
|
|
$
|
923.3
|
|
|
$
|
136.3
|
|
|
$
|
112.8
|
|
The components of the net periodic benefit cost related to the Company's pension and other postretirement benefits for the years ended June 30, 2021, 2020 and 2019 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
Other Postretirement Plans
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
|
2021
|
|
2020
|
|
2019
|
Service cost
|
|
$
|
9.6
|
|
|
$
|
9.9
|
|
|
$
|
9.2
|
|
|
$
|
2.7
|
|
|
$
|
2.6
|
|
|
$
|
2.3
|
|
Interest cost
|
|
39.4
|
|
|
46.9
|
|
|
53.0
|
|
|
7.7
|
|
|
9.0
|
|
|
10.1
|
|
Expected return on plan assets
|
|
(56.5)
|
|
|
(62.2)
|
|
|
(64.9)
|
|
|
(6.8)
|
|
|
(7.1)
|
|
|
(7.0)
|
|
Amortization of net loss
|
|
15.3
|
|
|
15.5
|
|
|
10.4
|
|
|
3.6
|
|
|
2.5
|
|
|
1.6
|
|
Amortization of prior service cost (benefit)
|
|
2.1
|
|
|
2.1
|
|
|
2.1
|
|
|
(3.9)
|
|
|
(3.9)
|
|
|
(5.2)
|
|
Settlement charge
|
|
11.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net periodic benefit costs
|
|
$
|
21.3
|
|
|
$
|
12.2
|
|
|
$
|
9.8
|
|
|
$
|
3.3
|
|
|
$
|
3.1
|
|
|
$
|
1.8
|
|
The service cost component of the Company's net pension expense, which represents the estimated cost of future pension liabilities earned associated with active employees, is included in the operating income of the business segments. The residual net pension expense, which is comprised of the expected return on plan assets, interest costs on the projected benefit obligations of the plans, and amortization of actuarial gains and losses and prior service costs and (benefits), is presented in "Other Expense (Income), Net". See Note 19 to our consolidated financial statements included in Item 8. "Financial Statements and Supplementary Data".
During fiscal year ended June 30, 2021, the Company evaluated the need for settlement accounting under ASC 715-30-35-82 based on the higher than normal lump-sum payments made during the current fiscal year in the Company's largest defined benefit plan. The Company determined that the lump-sum payments exceeded the threshold of service cost and interest cost components and settlement accounting was required. The Company recorded a settlement charge of $11.4 million in the year ended June 30, 2021 within other expense, net.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average assumptions used to determine benefit obligations at fiscal year end
|
|
Pension Plans
|
|
Other Postretirement Plans
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Discount rate
|
|
3.06
|
%
|
|
3.02
|
%
|
|
3.04
|
%
|
|
3.00
|
%
|
|
Rate of compensation increase
|
|
3.29
|
%
|
|
3.31
|
%
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average assumptions used to determine net periodic benefit cost for the fiscal year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
Other Postretirement Plans
|
|
2021
|
|
2020
|
|
2019
|
|
2021
|
|
2020
|
|
2019
|
Discount rate
|
|
3.12
|
%
|
|
3.61
|
%
|
|
4.32
|
%
|
|
2.99
|
%
|
|
3.60
|
%
|
|
4.32
|
%
|
Expected long-term rate of return on plan assets
|
|
6.21
|
%
|
|
6.68
|
%
|
|
6.88
|
%
|
|
6.25
|
%
|
|
6.25
|
%
|
|
6.25
|
%
|
Long-term rate of compensation increase
|
|
3.29
|
%
|
|
3.31
|
%
|
|
3.39
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
The following table shows the expected health care rate increase and the future rate and time at which it is expected to remain constant:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
2021
|
|
2020
|
Assumed health care cost trend rate
|
|
6.50
|
%
|
|
6.00
|
%
|
Rate to which the cost trend rate is assumed to decline and remain (the ultimate trend rate)
|
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
|
2027
|
|
2025
|
Amounts in other comprehensive loss (gain) that are expected to be recognized as components of net periodic benefit cost in the year ended June 30, 2022 are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
Pension Plans
|
|
Other Postretirement Plans
|
|
Total
|
Amortization of prior service cost (benefit)
|
|
$
|
2.1
|
|
|
$
|
(3.9)
|
|
|
$
|
(1.8)
|
|
Amortization of net actuarial loss
|
|
8.4
|
|
|
(0.8)
|
|
|
7.6
|
|
Amortization of accumulated other comprehensive loss (gain)
|
|
$
|
10.5
|
|
|
$
|
(4.7)
|
|
|
$
|
5.8
|
|
The Company's U.S. pension plans' weighted-average asset allocations at June 30, 2021 and 2020, by asset category are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
Equity securities
|
|
58.2
|
%
|
|
55.8
|
%
|
Fixed income securities
|
|
41.8
|
|
|
44.2
|
|
|
|
|
|
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
The Company's policy for developing a pension plan investment strategy includes the periodic development of an asset and liability study by an independent investment consultant. Management considers this study in establishing an asset allocation that is presented to and approved by the Company's Retirement Plan Committee.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Based on the current funding level, the allocation policy for the Company's largest pension plan assets is to have approximately 60 percent in return seeking assets and 40 percent in liability matching assets. Return seeking assets include domestic and international equities and diversified loan funds. Liability matching assets include long duration bond funds. As the funding level of the plan improves in increments of 5 percent, assets will be shifted from return seeking to liability matching in increments of 4 percent as a de-risking strategy. The assets related to the Company's other postretirement benefit plans were invested in approximately 84 percent U.S. equities and 16 percent short term investments as of June 30, 2021. Management establishes the expected long-term rate of return assumption by reviewing historical trends and analyzing the current and projected market conditions in relation to the plan's asset allocation and risk management objectives. In determining the expected long-term rate of return, the Company considered historical returns for individual asset classes and the impact of active portfolio management.
The fair values of the Company's pension plan assets as of June 30, 2021 and 2020, by asset category and by the levels of inputs used to determine fair value were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
|
Fair Value
Measurements Using
Input Type
|
|
|
|
|
($ in millions)
|
|
Level 1
|
|
Level 2
|
|
Net Asset Value
|
|
Total
|
Short-term investments
|
|
$
|
—
|
|
|
$
|
21.6
|
|
|
$
|
—
|
|
|
$
|
21.6
|
|
Domestic and international equities
|
|
156.3
|
|
|
—
|
|
|
—
|
|
|
156.3
|
|
Commingled funds
|
|
—
|
|
|
—
|
|
|
404.9
|
|
|
404.9
|
|
Limited partnerships
|
|
—
|
|
|
—
|
|
|
52.4
|
|
|
52.4
|
|
Government agency bonds
|
|
—
|
|
|
176.2
|
|
|
—
|
|
|
176.2
|
|
Corporate bonds
|
|
7.6
|
|
|
175.5
|
|
|
—
|
|
|
183.1
|
|
Mutual funds
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
Mortgage/asset backed securities and other
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
|
|
$
|
166.3
|
|
|
$
|
375.8
|
|
|
$
|
457.3
|
|
|
$
|
999.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
|
Fair Value
Measurements Using
Input Type
|
|
|
|
|
($ in millions)
|
|
Level 1
|
|
Level 2
|
|
Net Asset Value
|
|
Total
|
Short-term investments
|
|
$
|
—
|
|
|
$
|
6.6
|
|
|
$
|
—
|
|
|
$
|
6.6
|
|
Domestic and international equities
|
|
125.9
|
|
|
—
|
|
|
—
|
|
|
125.9
|
|
Commingled funds
|
|
—
|
|
|
—
|
|
|
378.8
|
|
|
378.8
|
|
Limited partnerships
|
|
—
|
|
|
—
|
|
|
45.6
|
|
|
45.6
|
|
Government agency bonds
|
|
7.5
|
|
|
179.9
|
|
|
—
|
|
|
187.4
|
|
Corporate bonds
|
|
—
|
|
|
176.1
|
|
|
—
|
|
|
176.1
|
|
Mutual funds
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
Mortgage/asset backed securities and other
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|
|
$
|
135.0
|
|
|
$
|
364.0
|
|
|
$
|
424.4
|
|
|
$
|
923.4
|
|
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair values of the Company's other postretirement benefit plans as of June 30, 2021 and 2020, by asset category and by the level of inputs used to determine fair value, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
|
Fair Value
Measurements Using
Input Type
|
|
|
|
|
($ in millions)
|
|
Level 1
|
|
Level 2
|
|
Net Asset Value
|
|
Total
|
Commingled fund
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
114.7
|
|
|
$
|
114.7
|
|
Short-term investments
|
|
—
|
|
|
21.6
|
|
|
—
|
|
|
21.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
21.6
|
|
|
$
|
114.7
|
|
|
$
|
136.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
|
Fair Value
Measurements Using
Input Type
|
|
|
|
|
($ in millions)
|
|
Level 1
|
|
Level 2
|
|
Net Asset Value
|
|
Total
|
Commingled fund
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85.5
|
|
|
$
|
85.5
|
|
Short-term investments
|
|
—
|
|
|
27.1
|
|
|
—
|
|
|
27.1
|
|
Government agency bonds
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
27.3
|
|
|
$
|
85.5
|
|
|
$
|
112.8
|
|
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Investments in domestic and international equities are generally valued at the closing price reported on the active market on which they are traded. Commingled funds, limited partnerships and mutual funds are valued based on the net asset value ("NAV") established for the fund at each valuation date. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of units/shares outstanding. Corporate and government agency bonds and other fixed income securities are valued using closing bid prices on an active market when possible, otherwise using evaluated bid prices.
Cash Flows — Employer Contributions
The Company made contributions to the qualified U.S. pension plans of $19.9 million, $6.5 million and $5.5 million during fiscal years 2021, 2020 and 2019, respectively. The Company currently expects to make no required cash pension contributions to the qualified defined benefit pension plans during fiscal year 2022. During the fiscal years ended June 30, 2021, 2020 and 2019, the Company made contributions of $3.8 million, $3.3 million and $3.2 million to other non-qualified pension plans, respectively.
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid. Pension benefits are currently paid from plan assets and other benefits are currently paid from both corporate assets and the VEBA trust.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
Pension
Benefits
|
|
Other
Benefits
|
2022
|
|
$
|
76.3
|
|
|
$
|
14.4
|
|
2023
|
|
$
|
74.9
|
|
|
$
|
14.8
|
|
2024
|
|
$
|
74.4
|
|
|
$
|
14.6
|
|
2025
|
|
$
|
73.8
|
|
|
$
|
14.4
|
|
2026
|
|
$
|
73.2
|
|
|
$
|
14.3
|
|
2027-2031
|
|
$
|
351.4
|
|
|
$
|
67.5
|
|
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Benefit Plans
Carpenter also maintains defined contribution retirement and savings plans for substantially all domestic employees. Company contributions to the plans were $19.2 million in fiscal year 2021, $25.3 million in fiscal year 2020 and $24.8 million in fiscal year 2019.
13. Contingencies and Commitments
Environmental
The Company is subject to various federal, state, local and international environmental laws and regulations relating to pollution, protection of public health and the environment, natural resource damages and occupational safety and health. Although compliance with these laws and regulations may affect the costs of the Company's operations, compliance costs to date have not been material. The Company has environmental remediation liabilities at some of its owned operating facilities and has been designated as a PRP with respect to certain third party Superfund waste-disposal sites and other third party-owned sites. Additionally, the Company has been notified that it may be a PRP with respect to other Superfund sites as to which no proceedings have been instituted against the Company. Neither the exact amount of remediation costs nor the final method of their allocation among all designated PRPs at these Superfund sites have been determined. Accordingly, at this time, we cannot reasonably estimate expected costs for such matters. The liability for future environmental remediation costs that can be reasonably estimated is evaluated by management on a quarterly basis. The Company accrues amounts for environmental remediation costs that represent management's best estimate of the probable and reasonably estimable future costs related to environmental remediation. For fiscal year 2021, the Company had no change to the liability for a company-owned former operating site. During fiscal year 2020 the Company decreased the liability for a company-owned former operating site by $0.1 million. For fiscal year 2019, the Company had no change to the liability for a company-owned former operating site. The liabilities recorded for environmental remediation costs at Superfund sites, other third party-owned sites and Carpenter-owned current or former operating facilities remaining at June 30, 2021 and 2020 were $16.0 million and $16.0 million, respectively.
Other
The Company is defending various routine claims and legal actions that are incidental to its business and common to its operations, including those pertaining to product claims, commercial disputes, patent infringement, employment actions, employee benefits, compliance with domestic and foreign laws and regulations, personal injury claims and tax issues. Like many other manufacturing companies in recent years, the Company, from time to time, has been named as a defendant in lawsuits alleging personal injury as a result of exposure to chemicals and substances in the workplace. The Company provides for costs relating to these matters when a loss is probable and the amount of the loss is reasonably estimable. The effect of the outcome of these matters on the Company's future results of operations and liquidity cannot be predicted because any such effect depends on future results of operations and the amount and timing (both as to recording future charges to operations and cash expenditures) of the resolution of such matters. While it is not feasible to determine the outcome of these matters, management believes that the total liability from these matters will not have a material effect on the Company's financial position, results of operations or cash flows over the long-term. However, there can be no assurance that an increase in the scope of pending matters or that any future lawsuits, claims, proceedings or investigations will not be material to the Company's financial position, results of operations or cash flows in a particular future quarter or year.
The Company has entered into purchase agreements primarily for various key raw materials at market related prices, all made in the normal course of business. The commitments include both fixed and variable price provisions. Raw material prices as of June 30, 2021 were used for commitments with variable pricing. The purchase commitments covered by these agreements aggregate to $250.3 million as of June 30, 2021. Of this amount $173.4 million relates to fiscal year 2022, $54.5 million to fiscal year 2023, $21.2 million to fiscal year 2024, $0.8 million to fiscal year 2025 and $0.4 million to fiscal year 2026.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. Leases
The Company records ROU assets and operating lease liabilities on the consolidated balance sheet for several types of operating leases, including land and buildings, equipment (e.g. trucks and forklifts), vehicles and computer equipment. On the lease commencement date, the Company measures and records a ROU asset and lease liability equal to the present value of the remaining lease payments, discounted using the rate implicit in the lease (or if that rate cannot be readily determined, the Company's incremental borrowing rate). Operating leases are included in other assets, accrued liabilities (current) and other liabilities (long-term) on the consolidated balance sheets.
The Company elected the practical expedient to not separate lease components from nonlease components for all asset classes. The Company recognizes lease expense in the consolidated statements of operations on a straight-line basis over the lease term. The Company elected to not recognize ROU assets and lease liabilities for short-term leases with an initial term of 12 months or less for all asset classes. Leases with the option to extend their term or terminate early are reflected in the lease term when it is reasonably certain that the Company will exercise such options. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. The variable lease payments are not presented as part of the ROU asset or lease liability. The leases have remaining terms of one to sixteen years.
Operating lease cost was $14.8 million, $14.8 million and $16.1 million for the fiscal years ended June 30, 2021, 2020 and 2019, respectively. The following table sets forth the components of the Company's lease cost for the twelve months ended June 30, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
Operating lease cost
|
|
$
|
12.4
|
|
|
$
|
14.4
|
|
Short-term lease cost
|
|
2.9
|
|
|
—
|
|
Variable lease cost
|
|
0.2
|
|
|
0.4
|
|
Sublease income
|
|
(0.7)
|
|
|
—
|
|
Total lease cost
|
|
$
|
14.8
|
|
|
$
|
14.8
|
|
|
|
|
|
|
Operating cash flow payments from operating leases
|
|
$
|
13.1
|
|
|
$
|
14.2
|
|
Non-cash ROU assets obtained in exchange for lease obligations
|
|
$
|
2.0
|
|
|
$
|
19.4
|
|
Weighted-average remaining lease term - operating leases
|
|
8.4 years
|
|
8.1 years
|
Weighted-average discount rate - operating leases
|
|
4.0
|
%
|
|
3.9
|
%
|
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table sets forth the Company's ROU assets and lease liabilities at June 30, 2021 and June 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
Operating lease assets:
|
|
|
|
|
Other assets
|
|
$
|
34.3
|
|
|
$
|
52.0
|
|
Operating lease liabilities:
|
|
|
|
|
Other accrued liabilities
|
|
$
|
9.0
|
|
|
$
|
11.5
|
|
Other liabilities
|
|
35.5
|
|
|
50.3
|
|
Total operating lease liabilities
|
|
$
|
44.5
|
|
|
$
|
61.8
|
|
Minimum lease payments for operating leases expiring subsequent to June 30, 2021 are as follows:
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
June 30,
2021
|
2022
|
|
$
|
10.2
|
|
2023
|
|
8.6
|
|
2024
|
|
6.4
|
|
2025
|
|
4.1
|
|
2026
|
|
3.4
|
|
Thereafter
|
|
20.5
|
|
Total future minimum lease payments
|
|
53.2
|
|
Less imputed interest
|
|
8.7
|
|
Total
|
|
$
|
44.5
|
|
15. Fair Value Measurements
The fair value hierarchy has three levels based on the inputs used to determine fair value. Level 1 refers to quoted prices in active markets for identical assets or liabilities. Level 2 refers to observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 refers to unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The following tables present the Company's assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
Fair Value Measurements
Using Input Type
|
($ in millions)
|
|
Level 2
|
|
Total
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
$
|
15.9
|
|
|
$
|
15.9
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
Derivative financial instruments
|
|
$
|
5.3
|
|
|
$
|
5.3
|
|
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
Fair Value Measurements
Using Input Type
|
($ in millions)
|
|
Level 2
|
|
Total
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
$
|
10.1
|
|
|
$
|
10.1
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
Derivative financial instruments
|
|
$
|
17.9
|
|
|
$
|
17.9
|
|
The Company's derivative financial instruments consist of commodity forward contracts, foreign currency forward contracts, interest rate swaps and forward interest rate swaps. These instruments are measured at fair value using the market method valuation technique. The inputs to this technique utilize information related to foreign exchange rates, commodity prices and interest rates published by third party leading financial news and data providers. This is observable data; however, the valuation of these instruments is not based on actual transactions for the same instruments and, as such, they are classified as Level 2. The Company's use of derivatives and hedging policies are more fully discussed in Note 17.
The Company has currently chosen not to elect the fair value option for any items that are not already required to be measured at fair value in accordance with accounting principles generally accepted in the United States of America.
The carrying amounts of other financial instruments not listed in the table below approximate fair value due to the short-term nature of these items. The carrying amounts and estimated fair values of the Company's financial instruments not recorded at fair value in the financial statements were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
June 30, 2020
|
($ in millions)
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
Long-term debt
|
|
$
|
694.5
|
|
|
$
|
754.7
|
|
|
$
|
551.8
|
|
|
$
|
551.1
|
|
Company-owned life insurance
|
|
$
|
24.6
|
|
|
$
|
24.6
|
|
|
$
|
18.9
|
|
|
$
|
18.9
|
|
The fair values of long-term debt as of June 30, 2021 and June 30, 2020 were determined by using current interest rates for debt with terms and maturities similar to the Company's existing debt arrangements and accordingly would be classified as Level 2 inputs in the fair value hierarchy.
The carrying amount of company-owned life insurance reflects cash surrender values based upon the market values of underlying securities, using Level 2 inputs, net of any outstanding policy loans. The carrying value associated with the cash surrender value of these policies is recorded in other assets in the accompanying consolidated balance sheets.
For purposes of performing Step 1 of goodwill impairment testing, the Company uses certain nonrecurring fair value measurements using significant unobservable inputs (Level 3). Fair value for purposes of the goodwill impairment test is based on a weighting of an income approach and a market approach. Under the income approach, fair value is determined based on a discounted cash flow technique that uses estimates of cash flows discounted to present value using rates commensurate with the risks associated with those cash flows. Under the market approach, a market-based value is derived by relating multiples for earnings and cash flow measures for a group of comparable public companies to the same measure for each reporting unit to estimate fair value. The assumptions used by the Company to determine fair value of the reporting units are similar to those that would be used by market participants performing valuations.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
16. Share-Based Compensation
The Company has two share-based compensation plans: Amended and Restated Stock-Based Incentive Compensation Plan for Officers and Key Employees (the "Omnibus Plan") and the Stock-Based Compensation Plan for Non-Employee Directors ("Director's Plan"). The Company recognizes compensation cost based on the fair value of the awards on the date of grant. The compensation cost is recognized over the requisite service period of the award, which is generally the shorter of the vesting period that the holder is required to provide service, or the period from the grant date to the date on which the employee is eligible to retire. Upon retirement, as defined in the Company's share-based compensation plans, outstanding awards are subject to certain accelerated vesting terms.
Awards granted under the share-based compensation plans are paid from shares held in treasury and newly issued shares. The total compensation cost that has been charged against income related to these share-based compensation plans was $10.4 million, $10.9 million and $17.6 million for the fiscal years ended June 30, 2021, 2020 and 2019, respectively.
Omnibus Plan
The Omnibus Plan provides that the Board of Directors or a designated committee may grant stock options, restricted stock and restricted stock units, and determine the terms and conditions of each grant. The Omnibus Plan provides the Chief Executive Officer with limited authority to grant awards. As of June 30, 2021, 3,283,626 shares were available for awards which may be granted under this plan.
Director's Plan
The Director's Plan provides for the granting of stock options and stock units to non-employee directors. As of June 30, 2021, 333,770 shares were available for awards which may be granted under this plan.
Stock Options (all plans)
Stock options granted under the plans above are granted with an exercise price equal to at least the fair market value of the Company's common stock on the date of grant. The options are typically exercisable after one to three years of service and expire no longer than ten years from the grant date.
The fair value of stock options awarded in fiscal years 2021, 2020 and 2019 was estimated on the date of each grant using a Black-Scholes option pricing model with the following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
|
|
2021
|
|
2020
|
|
2019
|
Expected volatility
|
|
50
|
%
|
|
39
|
%
|
|
36
|
%
|
Dividend yield
|
|
0.3
|
%
|
|
1.4
|
%
|
|
1.3
|
%
|
Risk-free interest rate
|
|
4.4
|
%
|
|
1.8
|
%
|
|
2.8
|
%
|
Expected term (in years)
|
|
5.0
|
|
5.0
|
|
5.0
|
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The assumptions are based on multiple factors, including historical exercise patterns of employees in relatively homogeneous groups with respect to exercise and post-vesting employment termination behaviors, expected future exercising patterns for these same homogeneous groups and the implied volatility of our stock price based on historical performance for the same expected term of the options granted. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of each grant.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Awards
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
($ in millions)
|
Outstanding at June 30, 2018
|
|
2,223,261
|
|
|
$
|
42.88
|
|
|
|
|
|
Granted
|
|
124,977
|
|
|
$
|
57.92
|
|
|
|
|
|
Exercised
|
|
(96,514)
|
|
|
$
|
39.93
|
|
|
|
|
|
Forfeited
|
|
(125,435)
|
|
|
$
|
40.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2019
|
|
2,126,289
|
|
|
$
|
44.06
|
|
|
|
|
|
Granted
|
|
167,926
|
|
|
$
|
44.75
|
|
|
|
|
|
Exercised
|
|
(117,049)
|
|
|
$
|
36.37
|
|
|
|
|
|
Forfeited
|
|
(27,017)
|
|
|
$
|
46.62
|
|
|
|
|
|
Expired
|
|
(608)
|
|
|
$
|
30.69
|
|
|
|
|
|
Outstanding at June 30, 2020
|
|
2,149,541
|
|
|
$
|
44.50
|
|
|
|
|
|
Granted
|
|
67,142
|
|
|
$
|
18.26
|
|
|
|
|
|
Exercised
|
|
(11,871)
|
|
|
$
|
38.68
|
|
|
|
|
|
Forfeited
|
|
(59,330)
|
|
|
$
|
44.91
|
|
|
|
|
|
Expired
|
|
(69,729)
|
|
|
$
|
50.64
|
|
|
|
|
|
Outstanding at June 30, 2021
|
|
2,075,753
|
|
|
$
|
43.47
|
|
|
4.7 years
|
|
$
|
2,713,698
|
|
|
|
|
|
|
|
|
|
|
Exercisable at June 30, 2021
|
|
1,909,305
|
|
|
$
|
44.15
|
|
|
4.4 years
|
|
$
|
1,239,260
|
|
Outstanding and Exercisable Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise Price
Range
|
|
Number Outstanding at June 30, 2021
|
|
Weighted
Average
Remaining
Contractual
Term (in Years)
|
|
Weighted
Average
Exercise
Price
|
|
Number Exercisable at June 30, 2021
|
|
Weighted
Average
Exercise
Price
|
$18.26 - $20.00
|
|
67,142
|
|
|
9.3
|
|
$
|
18.26
|
|
|
—
|
|
|
$
|
—
|
|
$20.01 - $30.00
|
|
—
|
|
|
0.0
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
$30.01 - $40.00
|
|
816,877
|
|
|
5.0
|
|
$
|
38.70
|
|
|
816,877
|
|
|
$
|
38.70
|
|
$40.01 - $50.00
|
|
582,038
|
|
|
5.2
|
|
$
|
42.77
|
|
|
505,731
|
|
|
$
|
42.57
|
|
$50.01 - $59.53
|
|
609,696
|
|
|
3.4
|
|
$
|
53.30
|
|
|
586,697
|
|
|
$
|
53.08
|
|
|
|
2,075,753
|
|
|
|
|
$
|
43.47
|
|
|
1,909,305
|
|
|
$
|
44.15
|
|
The weighted average grant date fair value of options awarded during fiscal years 2021, 2020 and 2019 was $5.39, $13.57 and $18.35, respectively. Share-based compensation charged against income related to stock options for the years ended June 30, 2021, 2020 and 2019 was $1.1 million, $2.1 million and $3.6 million, respectively. As of June 30, 2021, $0.3 million of compensation cost related to nonvested stock options will be recognized over a weighted average remaining life of 0.7 years.
Of the options outstanding at June 30, 2021, 1,801,449 relate to the Omnibus Plan and 274,304 relate to the Directors' Plan.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Restricted Stock Unit Awards (Omnibus Plan)
Restricted stock unit awards are granted to employees with performance and/or service conditions. Earned restricted stock unit awards receive non-forfeitable cash dividends during the restriction period. The fair value of the restricted stock unit awards is determined based on the close price of the Company's stock on the grant date.
Performance-based restricted stock unit awards are earned dependent upon how certain performance goals are achieved during a specified performance period according to the terms determined at the date of the grant. These shares typically vest upon approval of attainment of the specified performance goals. Compensation cost is determined and charged to expense beginning in the performance period through the vesting period.
Time-based restricted stock unit awards typically vest one to three years from the date of grant. Compensation cost related to time-based stock unit awards is recognized over the vesting period of the award.
Amounts charged to compensation expense for restricted stock unit awards were $6.6 million, $8.1 million and $9.8 million for the years ended June 30, 2021, 2020 and 2019, respectively. As of June 30, 2021, $5.4 million of compensation cost related to restricted stock unit awards remains to be recognized over a weighted average remaining life of 1.5 years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Awards
|
|
Weighted Average Grant Date Fair Value
|
Restricted Balance at June 30, 2018
|
|
572,028
|
|
|
$
|
41.54
|
|
Time-based granted
|
|
132,421
|
|
|
$
|
57.92
|
|
|
|
|
|
|
Vested
|
|
(175,554)
|
|
|
$
|
38.39
|
|
Forfeited
|
|
(54,560)
|
|
|
$
|
41.62
|
|
Restricted Balance at June 30, 2019
|
|
474,335
|
|
|
$
|
44.66
|
|
Time-based granted
|
|
191,755
|
|
|
$
|
44.19
|
|
|
|
|
|
|
Vested
|
|
(291,443)
|
|
|
$
|
42.26
|
|
Forfeited
|
|
(50,229)
|
|
|
$
|
46.08
|
|
Restricted Balance at June 30, 2020
|
|
324,418
|
|
|
$
|
45.99
|
|
Time-based granted
|
|
413,288
|
|
|
$
|
23.85
|
|
|
|
|
|
|
Vested
|
|
(180,565)
|
|
|
$
|
45.34
|
|
Forfeited
|
|
(60,816)
|
|
|
$
|
32.89
|
|
Restricted Balance at June 30, 2021
|
|
496,325
|
|
|
$
|
44.98
|
|
The Company granted performance-based awards in fiscal years 2021, 2020 and 2019 within the Omnibus Plan. The awards are granted at a target number of shares. These awards are earned dependent upon how certain performance goals are achieved during a specified performance period according to the terms determined at the date of the grant. The actual number of shares awarded may range from a minimum of 0 percent of the target shares to a maximum of 200 percent of the target shares. The fiscal year 2020 and 2019 awards were amended for a maximum attainment of 100 percent. Participants do not have any rights to dividends (or equivalents) during the performance period. These shares typically vest on the date of the attainment of the specified performance goals. Compensation cost is determined and charged to expense beginning in the performance period through the vesting period. In fiscal year 2021 expense of $1.6 million was recognized for these awards. In fiscal year 2020, a benefit of $1.4 million was recognized for these awards due to reversals for attainment based on performance. Compensation cost related to these awards granted in fiscal year 2019 was $1.4 million.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Total Stockholder Return Awards
The Company granted Total Stockholder Return ("TSR") awards in fiscal year 2018. The TSR awards are granted at a target number of shares. The TSR awards are earned based on the Company's total stockholder return compared to the total stockholder returns of the Russell RSCC Materials & Processing Growth Index at the end of a three-year period. The actual number of shares awarded may range from a minimum of 0 percent of the target shares to a maximum of 200 percent of the target shares. Participants do not have any rights to dividends (or equivalents) during the performance period. The fair value of the TSR awards was estimated using Monte Carlo valuation models. Compensation cost related to TSR awards recognized in fiscal years 2021, 2020 and 2019 was $0.0 million, $0.9 million and $1.7 million, respectively. These awards were fully vested in fiscal year 2020 and distributed in fiscal year 2021.
Director Stock Units
According to the provisions of the Director's Plan, on the date of each annual stockholders' meeting or on such other regularly scheduled date as the Board of Directors may determine from time to time in light of the Company's prevailing practices for the grant of equity awards to employees, each Director shall be granted, in place of cash compensation, a number of stock units determined by dividing 50 percent of the Director's annual retainer by the fair market value of the Company's common stock on that date. These stock units vest as to one-quarter of the units for every three months of service following the grant date and are fully vested on the first anniversary of the grant date. At the Director's election, the remaining 50 percent of the annual retainer and 100 percent of committee chair fees may be paid in stock units in lieu of cash. These units are immediately vested.
In addition to the grant of retainer stock units described above, each Director may be granted annually an additional award of stock units as the Board may determine by resolution. These stock units vest as to one-quarter of the units for every three months of service following the grant date and are fully vested on the first anniversary of the grant date.
Additional units are credited to each Director on a quarterly basis to reflect dividend equivalents on the Company's common stock.
In the case of separation from service due to death or disability, all stock units shall immediately vest.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Following a Director's separation from service, or such other elected distribution date or event, the number of stock units credited to the Director's account will be converted to an equivalent number of the Company's common stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
Outstanding at June 30, 2018
|
|
329,746
|
|
|
$
|
33.05
|
|
Granted
|
|
21,158
|
|
|
$
|
56.00
|
|
Distributed
|
|
(32,352)
|
|
|
$
|
39.01
|
|
Dividend equivalents
|
|
6,003
|
|
|
$
|
—
|
|
Outstanding at June 30, 2019
|
|
324,555
|
|
|
$
|
35.25
|
|
Granted
|
|
23,002
|
|
|
$
|
48.72
|
|
Distributed
|
|
(32,779)
|
|
|
$
|
33.03
|
|
Dividend equivalents
|
|
8,381
|
|
|
$
|
—
|
|
Outstanding at June 30, 2020
|
|
323,159
|
|
|
$
|
36.25
|
|
Granted
|
|
62,144
|
|
|
$
|
18.55
|
|
Distributed
|
|
(40,901)
|
|
|
$
|
38.63
|
|
Dividend equivalents
|
|
8,963
|
|
|
$
|
—
|
|
Outstanding at June 30, 2021
|
|
353,365
|
|
|
$
|
35.54
|
|
Compensation cost is determined using the grant date fair value and charged to expense over the vesting period of one year and amounted to $1.1 million, $1.2 million and $1.1 million for the years ended June 30, 2021, 2020 and 2019, respectively. As of June 30, 2021, $0.3 million of compensation cost related to director stock units remains to be recognized over a weighted average remaining life of 0.3 years.
17. Derivatives and Hedging Activities
The Company uses commodity forwards, interest rate swaps, forward interest rate swaps and foreign currency forwards to manage risks generally associated with commodity price, interest rate and foreign currency rate fluctuations. The following explains the various types of derivatives and includes a recap about the impact the derivative instruments had on the Company's financial position, results of operations and cash flows.
Cash Flow Hedging — Commodity forward contracts: The Company enters into commodity forward contracts to fix the price of a portion of anticipated future purchases of certain critical raw materials and energy to manage the risk of cash flow variability associated with volatile commodity prices. The commodity forward contracts have been designated as cash flow hedges. The qualifying hedge contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in accumulated other comprehensive income ("AOCI") to the extent effective, and reclassified to cost of sales in the period during which the hedged transaction affects earnings or it becomes probable that the forecasted transaction will not occur. As of June 30, 2021, the Company had forward contracts to purchase 6.8 million pounds of certain raw materials with settlement dates through December 2023.
Cash Flow Hedging — Forward interest rate swaps: Historically, the Company has entered into forward interest rate swap contracts to manage the risk of cash flow variability associated with fixed interest debt expected to be issued. The forward interest rate swaps were designated as cash flow hedges. The qualifying hedge contracts were marked-to-market at each reporting date and any unrealized gains or losses were included in AOCI to the extent effective and reclassified to interest expense in the period during which the hedged transaction affects earnings or it becomes probable that the forecasted transaction will not occur. For the years ended June 30, 2021, 2020 and 2019 net gains of $0.4 million, $0.3 million, $0.3 million, respectively, were recorded as a reduction to interest expense. These amounts represent the impact of previously terminated swaps which are being amortized over the remaining term of the underlying debt.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cash Flow Hedging — Foreign currency forward contracts: The Company uses foreign currency forward contracts to hedge a portion of anticipated future sales denominated in foreign currencies, principally the Euro and Pound Sterling, in order to offset the effect of changes in exchange rates. The qualifying hedge contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in AOCI to the extent effective and reclassified to net sales in the period during which the transaction affects earnings or it becomes probable that the forecasted transaction will not occur.
The Company also uses foreign currency forward contracts to protect certain short-term asset positions denominated in foreign currencies against the effect of changes in exchange rates. These positions do not qualify for hedge accounting and accordingly are marked-to-market at each reporting date through charges to other income and expense. As of June 30, 2021, the fair value of the outstanding foreign currency forwards not designated as hedging instruments and the charges to income for changes in fair value for these contracts were not material.
Fair Value Hedging — Interest rate swaps: The Company uses interest rate swaps to achieve a level of floating rate debt relative to fixed rate debt where appropriate. The Company has designated fixed to floating interest rate swaps as fair value hedges. Accordingly, the changes in the fair value of these instruments are immediately recorded in earnings. The mark-to-market values of both the fair value hedging instruments and the underlying debt obligations are recorded as equal and offsetting gains and losses in interest expense in the consolidated statements of operations. As of the quarter ended September 30, 2020, all interest rate swaps were terminated in connection with the prepayment of Notes due July 2021. As of June 30, 2021 and 2020, the total notional amount of floating interest rate contracts was $0.0 million and $150.0 million, respectively. For the years ended June 30, 2021, 2020 and 2019, net gains of $0.4 million were recorded as a reduction to interest expense, net gains of $1.4 million were recorded as a reduction to interest expense and net losses of $0.2 million were recorded as an increase to interest expense, respectively.
The fair value and location of outstanding derivative contracts recorded in the accompanying consolidated balance sheets were as follows as of June 30, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021
($ in millions)
|
|
Interest Rate Swaps
|
|
Foreign Currency Contracts
|
|
Commodity Contracts
|
|
Total Derivatives
|
Asset Derivatives:
|
|
|
|
|
|
|
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
Other current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.0
|
|
|
$
|
10.0
|
|
Other assets
|
|
—
|
|
|
—
|
|
|
5.9
|
|
|
5.9
|
|
Total asset derivatives
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.9
|
|
|
$
|
15.9
|
|
Liability Derivatives:
|
|
|
|
|
|
|
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
2.6
|
|
|
$
|
1.6
|
|
|
$
|
4.2
|
|
Other liabilities
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
1.1
|
|
Total liability derivatives
|
|
$
|
—
|
|
|
$
|
2.6
|
|
|
$
|
2.7
|
|
|
$
|
5.3
|
|
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
($ in millions)
|
|
Interest Rate Swaps
|
|
Foreign Currency Contracts
|
|
Commodity Contracts
|
|
Total Derivatives
|
Asset Derivatives:
|
|
|
|
|
|
|
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
Other current assets
|
|
$
|
1.2
|
|
|
$
|
0.2
|
|
|
$
|
2.2
|
|
|
$
|
3.6
|
|
Other assets
|
|
2.8
|
|
|
0.6
|
|
|
3.1
|
|
|
6.5
|
|
Total asset derivatives
|
|
$
|
4.0
|
|
|
$
|
0.8
|
|
|
$
|
5.3
|
|
|
$
|
10.1
|
|
Liability Derivatives:
|
|
|
|
|
|
|
|
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
Accrued liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.1
|
|
|
$
|
11.1
|
|
Other liabilities
|
|
—
|
|
|
—
|
|
|
6.8
|
|
|
6.8
|
|
Total liability derivatives
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17.9
|
|
|
$
|
17.9
|
|
Substantially all of the Company's derivative contracts are subject to master netting arrangements, or similar agreements with each counterparty, which provide for the option to settle contracts on a net basis when they settle on the same day and in the same currency. In addition, these arrangements provide for a net settlement of all contracts with a given counterparty in the event that the arrangement is terminated due to the occurrence of default or a termination event. The Company presents the outstanding derivative contracts on a net basis by counterparty in the consolidated balance sheets. If the Company had chosen to present the derivative contracts on a gross basis, the total asset derivatives would have been $17.9 million and total liability derivatives would have been $7.3 million as of June 30, 2021.
According to the provisions of the Company's derivative arrangements, in the event that the fair value of outstanding derivative positions with certain counterparties exceeds certain thresholds, the Company may be required to issue cash collateral to the counterparties. As of June 30, 2021 the Company had no cash collateral held by counterparties.
The Company is exposed to credit loss in the event of nonperformance by counterparties on its derivative instruments as well as credit or performance risk with respect to its customer commitments to perform. Although nonperformance is possible, the Company does not anticipate nonperformance by any of the parties. In addition, various master netting arrangements are in place with counterparties to facilitate settlements of gains and losses on these contracts.
Cash Flow Hedges
For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of AOCI and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings or it becomes probable the forecasted transactions will not occur. The following is a summary of the gains (losses) related to cash flow hedges recognized during the years ended June 30, 2021, 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Gain (Loss) Recognized in AOCI on Derivatives
Years Ended June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Derivatives in Cash Flow Hedging Relationship:
|
|
|
|
|
|
|
Commodity contracts
|
|
$
|
30.7
|
|
|
$
|
(16.9)
|
|
|
$
|
45.4
|
|
Foreign exchange contracts
|
|
—
|
|
|
(0.7)
|
|
|
(0.9)
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
30.7
|
|
|
$
|
(17.6)
|
|
|
$
|
44.5
|
|
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Gain Reclassified from AOCI into Income
Years Ended June 30,
|
($ in millions)
|
|
Location of Gain
Reclassified from AOCI
into Income
|
|
2021
|
|
2020
|
|
2019
|
Derivatives in Cash Flow Hedging Relationship:
|
|
|
|
|
|
|
|
|
Commodity contracts
|
|
Cost of sales
|
|
$
|
6.6
|
|
|
$
|
11.5
|
|
|
$
|
5.1
|
|
Foreign exchange contracts
|
|
Net sales
|
|
—
|
|
|
0.8
|
|
|
1.0
|
|
Forward interest rate swaps
|
|
Interest expense
|
|
0.4
|
|
|
0.4
|
|
|
0.4
|
|
Total
|
|
|
|
$
|
7.0
|
|
|
$
|
12.7
|
|
|
$
|
6.5
|
|
The following is a summary of total amounts presented in the consolidated statements of operations in which the effects of cash flow and fair value hedges are recorded during the years ended June 30, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
June 30, 2021
|
|
Year Ended
June 30, 2020
|
($ in millions)
|
|
Net Sales
|
|
Cost of Sales
|
|
Interest Expense*
|
|
Net Sales
|
|
Cost of Sales
|
|
Interest Expense
|
Total amounts presented in the consolidated statements of operations in which the effects of cash flow and fair value hedges are recorded
|
|
$
|
1,475.6
|
|
|
$
|
1,470.4
|
|
|
$
|
32.7
|
|
|
$
|
2,181.1
|
|
|
$
|
1,822.4
|
|
|
$
|
19.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on Derivatives in Cash Flow Hedging Relationship:
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of gain reclassified from AOCI to income
|
|
—
|
|
|
6.6
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
|
—
|
|
Foreign currency forward contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of gain reclassified from AOCI to income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of gain reclassified from AOCI to income
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
(Loss) Gain on Derivatives in Fair Value Hedging Relationship:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedged Item
|
|
—
|
|
|
—
|
|
|
(2.7)
|
|
|
—
|
|
|
—
|
|
|
(1.4)
|
|
Derivatives designated as hedging instruments
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
Total gain
|
|
$
|
—
|
|
|
$
|
6.6
|
|
|
$
|
0.4
|
|
|
$
|
0.8
|
|
|
$
|
11.5
|
|
|
$
|
0.4
|
|
*$2.3 million of gains related to the interest rate swap agreements were recorded as a decrease to debt extinguishment losses.
The Company estimates that $6.1 million of net derivative gains included in AOCI as of June 30, 2021 will be reclassified into earnings within the next twelve months. No significant cash flow hedges were discontinued during the year ended June 30, 2021.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2021, and June 30, 2020, the following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for fair value hedges of interest rate risk:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount of the hedged liabilities
|
|
Cumulative amount of fair value loss in the carrying amount of the hedged liabilities
|
|
|
June 30,
|
|
June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Line item in the consolidated balance sheets in which the hedged item is included:
|
|
|
|
|
|
|
|
|
Long-Term Debt
|
|
$
|
—
|
|
|
$
|
152.8
|
|
|
$
|
—
|
|
|
$
|
2.8
|
|
|
|
|
|
|
|
|
|
|
The changes in AOCI associated with derivative hedging activities during the years ended June 30, 2021, 2020 and 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Balance, beginning
|
|
$
|
(11.1)
|
|
|
$
|
(14.8)
|
|
|
$
|
23.8
|
|
Cumulative adjustment upon adoption of ASU 2017-12 reclassified to reinvested earnings
|
|
—
|
|
|
—
|
|
|
(1.0)
|
|
Current period changes in fair value, net of tax
|
|
23.3
|
|
|
13.3
|
|
|
(32.7)
|
|
Reclassification to earnings, net of tax
|
|
(5.3)
|
|
|
(9.6)
|
|
|
(4.9)
|
|
Balance, ending
|
|
$
|
6.9
|
|
|
$
|
(11.1)
|
|
|
$
|
(14.8)
|
|
18. Income Taxes
(Loss) income before income taxes for the Company's domestic and foreign operations was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Domestic
|
|
$
|
(252.5)
|
|
|
$
|
20.9
|
|
|
$
|
204.2
|
|
Foreign
|
|
(45.4)
|
|
|
(14.8)
|
|
|
11.8
|
|
(Loss) income before income taxes
|
|
$
|
(297.9)
|
|
|
$
|
6.1
|
|
|
$
|
216.0
|
|
The (benefit) expense for income taxes from continuing operations consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Current:
|
|
|
|
|
|
|
Federal
|
|
$
|
(37.3)
|
|
|
$
|
1.3
|
|
|
$
|
23.2
|
|
State
|
|
(0.6)
|
|
|
1.8
|
|
|
4.4
|
|
Foreign
|
|
3.2
|
|
|
1.9
|
|
|
4.9
|
|
Total current
|
|
(34.7)
|
|
|
5.0
|
|
|
32.5
|
|
Deferred:
|
|
|
|
|
|
|
Federal
|
|
(22.6)
|
|
|
(1.8)
|
|
|
13.1
|
|
State
|
|
(10.5)
|
|
|
0.3
|
|
|
3.6
|
|
Foreign
|
|
(0.5)
|
|
|
1.1
|
|
|
(0.2)
|
|
Total deferred
|
|
(33.6)
|
|
|
(0.4)
|
|
|
16.5
|
|
Total income tax (benefit) expense
|
|
$
|
(68.3)
|
|
|
$
|
4.6
|
|
|
$
|
49.0
|
|
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is a reconciliation of income taxes computed at the U.S. Federal income tax rate to the Company's effective income tax rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
(% of pre-tax (loss) income)
|
|
2021
|
|
2020
|
|
2019
|
Statutory federal income tax rate
|
|
21.0
|
%
|
|
21.0
|
%
|
|
21.0
|
%
|
State income taxes, net of federal tax benefit
|
|
2.9
|
|
|
2.1
|
|
|
3.0
|
|
Foreign tax rate differential
|
|
(0.4)
|
|
|
24.4
|
|
|
0.7
|
|
Federal tax rate differential loss carryback
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
Research and development tax credit
|
|
1.1
|
|
|
(63.2)
|
|
|
(1.1)
|
|
Adjustments of prior years' income taxes
|
|
(0.2)
|
|
|
45.5
|
|
|
(0.2)
|
|
Remeasurement of U.S. deferred taxes
|
|
—
|
|
|
—
|
|
|
0.1
|
|
Transition tax on foreign earnings
|
|
—
|
|
|
—
|
|
|
(0.1)
|
|
Non-deductible goodwill impairment
|
|
(3.3)
|
|
|
32.5
|
|
|
—
|
|
Non-taxable income
|
|
0.4
|
|
|
(1.2)
|
|
|
(0.1)
|
|
Non-deductible expenses
|
|
—
|
|
|
24.9
|
|
|
1.0
|
|
Share-based compensation
|
|
(0.5)
|
|
|
(2.3)
|
|
|
(0.5)
|
|
Changes in valuation allowances
|
|
(0.3)
|
|
|
(6.4)
|
|
|
0.2
|
|
Law changes
|
|
—
|
|
|
(1.3)
|
|
|
(0.7)
|
|
|
|
|
|
|
|
|
Other, net
|
|
(0.1)
|
|
|
(0.6)
|
|
|
(0.6)
|
|
Effective income tax rate
|
|
22.9
|
%
|
|
75.4
|
%
|
|
22.7
|
%
|
Deferred taxes are recorded for temporary differences between the carrying amounts of assets and liabilities and their tax bases. The significant components of deferred tax assets and liabilities that are recorded in the consolidated balance sheets are summarized in the table below. A valuation allowance is required when it is more likely than not that all or a portion of a deferred tax asset will not be realized. As of June 30, 2021, the Company had net operating loss carryforwards of $8.2 million, $1.7 million and $0.7 million in the United Kingdom, Singapore, and Sweden, respectively. These losses have an indefinite carryforward period. However, realization of these future tax benefits is expected to be limited to approximately $3.9 million in the United Kingdom, $0.0 million in Singapore and $0.0 million in Sweden. The Company also had state net operating loss carryforwards of $388.8 million expiring between fiscal years 2022 and 2041. A significant portion of the state net operating loss carryforwards are subject to an annual limitation that, under current law, is likely to limit future tax benefits to approximately $11.0 million. Realization is dependent on generating sufficient taxable income prior to expiration of the loss carryforwards. Although realization is not assured, management believes it is more likely that not that all of the deferred tax asset will be realized. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward periods are reduced.
Valuation allowances increased by $1.0 million during fiscal year 2021. The expiration of $2.6 million net operating losses for which no tax benefit was recognized, caused a reduction in the valuation allowance. This was offset by a $2.6 million increase in net operating losses incurred in certain tax jurisdictions for which no tax benefit was recognized. As a result of a law change in the United Kingdom which will increase the tax rate in future years, the United Kingdom valuation allowances were remeasured at the new rate causing an increase of $1.0 million.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
Deferred tax assets:
|
|
|
|
|
Pensions
|
|
$
|
51.5
|
|
|
$
|
96.7
|
|
Postretirement provisions
|
|
30.5
|
|
|
39.1
|
|
Net operating loss carryforwards
|
|
38.7
|
|
|
28.1
|
|
Tax credit carryforwards
|
|
26.0
|
|
|
0.6
|
|
Operating lease liability
|
|
8.9
|
|
|
14.7
|
|
Other
|
|
38.7
|
|
|
34.2
|
|
Gross deferred tax assets
|
|
194.3
|
|
|
213.4
|
|
Valuation allowances
|
|
(25.2)
|
|
|
(24.2)
|
|
Total deferred tax assets
|
|
169.1
|
|
|
189.2
|
|
Deferred tax liabilities:
|
|
|
|
|
Depreciation
|
|
(271.3)
|
|
|
(257.7)
|
|
Intangible assets
|
|
(6.1)
|
|
|
(5.2)
|
|
Inventories
|
|
(30.6)
|
|
|
(33.9)
|
|
Operating lease right-of-use asset
|
|
(6.6)
|
|
|
(12.6)
|
|
Other
|
|
(6.0)
|
|
|
(5.1)
|
|
Total deferred tax liabilities
|
|
(320.6)
|
|
|
(314.5)
|
|
Deferred tax liabilities, net
|
|
$
|
(151.5)
|
|
|
$
|
(125.3)
|
|
The Company does not have unrecognized tax benefits as of June 30, 2021, 2020 and 2019. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.
All years prior to fiscal year 2018 have been settled with the Internal Revenue Service and with most significant state, local and foreign tax jurisdictions.
Undistributed earnings of our foreign subsidiaries, totaling $56.4 million were considered permanently reinvested. If these earnings were to be repatriated, approximately $0.8 million of tax expense would be incurred.
19. Other Expense (Income), Net
Other expense (income), net consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Unrealized gains on company owned life insurance contracts and investments held in rabbi trusts
|
|
$
|
(7.6)
|
|
|
$
|
(0.1)
|
|
|
$
|
(0.8)
|
|
Interest income
|
|
—
|
|
|
(0.1)
|
|
|
(0.1)
|
|
|
|
|
|
|
|
|
Foreign exchange
|
|
3.7
|
|
|
(2.8)
|
|
|
0.4
|
|
Pension earnings, interest and deferrals
|
|
0.9
|
|
|
2.8
|
|
|
0.1
|
|
Pension settlement charge
|
|
11.4
|
|
|
—
|
|
|
—
|
|
Other
|
|
—
|
|
|
(0.4)
|
|
|
(0.2)
|
|
Total other expense (income), net
|
|
$
|
8.4
|
|
|
$
|
(0.6)
|
|
|
$
|
(0.6)
|
|
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
20. Segment Information, Geographic and Product Data
The Company has two reportable segments, Specialty Alloys Operations ("SAO") and Performance Engineered Products ("PEP").
The SAO segment is comprised of the Company's major premium alloy and stainless steel manufacturing operations. This includes operations performed at mills primarily in Reading and Latrobe, Pennsylvania and surrounding areas as well as South Carolina and Alabama. The combined assets of the SAO operations are being managed in an integrated manner to optimize efficiency and profitability across the total system.
The PEP segment is comprised of the Company's differentiated operations. This segment includes the Dynamet titanium business, the Carpenter Additive business and the Latrobe and Mexico distribution businesses. Effective July 1, 2020 the Company's Carpenter Powder Products business was merged into the Carpenter Additive business. The Amega West business was also part of the PEP segment however it was sold during the quarter ended September 30, 2020. The businesses in the PEP segment are managed with an entrepreneurial structure to promote flexibility and agility to quickly respond to market dynamics.
The Company's executive management evaluates the performance of these operating segments based on sales, operating income and cash flow generation. Segment operating profit excludes general corporate costs, which include executive and director compensation, and other corporate facilities and administrative expenses not allocated to the segments. Also excluded are items that management considers not representative of ongoing operations, such as loss on divestiture of business and other specifically identified income or expense items.
The service cost component of the Company's net pension expense, which represents the estimated cost of future pension liabilities earned associated with active employees, is included in the operating income of the business segments. The residual net pension expense, which is comprised of the expected return on plan assets, interest costs on the projected benefit obligations of the plans and amortization of actuarial gains and losses and prior service costs, is included under "Other expense (income), net."
On a consolidated basis, no single customer accounted for 10 percent or more of net sales for the fiscal year ended June 30, 2021. Howmet Aerospace Inc. (formerly Arconic Inc.), accounted for approximately 10 percent and 11 percent of net sales for the years ended June 30, 2020 and 2019, respectively. For the years ended June 30, 2020 and 2019, 90 percent of sales to Howmet Aerospace Inc. were reported by the SAO segment and 10 percent were reported by the PEP segment, respectively. No single customer accounted for 10 percent or more of the accounts receivable outstanding at June 30, 2021 and 2020.
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Data
|
|
Years Ended June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Net Sales:
|
|
|
|
|
|
|
Specialty Alloys Operations
|
|
$
|
1,262.2
|
|
|
$
|
1,831.6
|
|
|
$
|
1,967.3
|
|
Performance Engineered Products
|
|
259.8
|
|
|
401.1
|
|
|
479.8
|
|
Intersegment
|
|
(46.4)
|
|
|
(51.6)
|
|
|
(66.9)
|
|
Consolidated net sales
|
|
$
|
1,475.6
|
|
|
$
|
2,181.1
|
|
|
$
|
2,380.2
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Operating (Loss) Income:
|
|
|
|
|
|
|
Specialty Alloys Operations
|
|
$
|
(87.4)
|
|
|
$
|
239.0
|
|
|
$
|
282.2
|
|
Performance Engineered Products
|
|
(16.5)
|
|
|
(10.4)
|
|
|
30.0
|
|
Corporate costs (including restructuring and asset impairment charges)
|
|
(144.3)
|
|
|
(205.0)
|
|
|
(72.7)
|
|
Intersegment
|
|
(0.4)
|
|
|
1.7
|
|
|
1.9
|
|
Consolidated operating (loss) income
|
|
$
|
(248.6)
|
|
|
$
|
25.3
|
|
|
$
|
241.4
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Depreciation and Amortization:
|
|
|
|
|
|
|
Specialty Alloys Operations
|
|
$
|
99.7
|
|
|
$
|
93.5
|
|
|
$
|
95.2
|
|
Performance Engineered Products
|
|
18.3
|
|
|
24.8
|
|
|
22.2
|
|
Corporate
|
|
5.6
|
|
|
6.2
|
|
|
4.9
|
|
Intersegment
|
|
—
|
|
|
(0.6)
|
|
|
(0.8)
|
|
Consolidated depreciation and amortization
|
|
$
|
123.6
|
|
|
$
|
123.9
|
|
|
$
|
121.5
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Capital Expenditures:
|
|
|
|
|
|
|
Specialty Alloys Operations
|
|
$
|
69.4
|
|
|
$
|
99.3
|
|
|
$
|
92.7
|
|
Performance Engineered Products
|
|
6.0
|
|
|
17.2
|
|
|
51.7
|
|
Corporate
|
|
25.2
|
|
|
54.9
|
|
|
37.1
|
|
Intersegment
|
|
(0.1)
|
|
|
—
|
|
|
(1.2)
|
|
Consolidated capital expenditures
|
|
$
|
100.5
|
|
|
$
|
171.4
|
|
|
$
|
180.3
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
($ in millions)
|
|
|
|
2021
|
|
2020
|
Total Assets:
|
|
|
|
|
|
|
Specialty Alloys Operations
|
|
|
|
$
|
2,150.1
|
|
|
$
|
2,259.0
|
|
Performance Engineered Products
|
|
|
|
418.5
|
|
|
548.5
|
|
Corporate
|
|
|
|
402.2
|
|
|
428.9
|
|
Intersegment
|
|
|
|
0.4
|
|
|
(9.2)
|
|
Consolidated total assets
|
|
|
|
$
|
2,971.2
|
|
|
$
|
3,227.2
|
|
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic Data
|
|
Years Ended June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Net Sales: (a)
|
|
|
|
|
|
|
United States
|
|
$
|
926.6
|
|
|
$
|
1,393.4
|
|
|
$
|
1,606.7
|
|
Europe
|
|
242.7
|
|
|
387.4
|
|
|
387.2
|
|
Asia Pacific
|
|
194.4
|
|
|
237.5
|
|
|
196.3
|
|
Mexico
|
|
48.8
|
|
|
67.0
|
|
|
81.6
|
|
Canada
|
|
32.9
|
|
|
54.2
|
|
|
67.8
|
|
|
|
|
|
|
|
|
Other
|
|
30.2
|
|
|
41.6
|
|
|
40.6
|
|
Consolidated net sales
|
|
$
|
1,475.6
|
|
|
$
|
2,181.1
|
|
|
$
|
2,380.2
|
|
(a) Net sales were attributed to geographic region based on the location of the customer.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
Long-lived assets:
|
|
|
|
|
United States
|
|
$
|
1,439.2
|
|
|
$
|
1,329.3
|
|
Europe
|
|
16.3
|
|
|
16.4
|
|
Mexico
|
|
1.1
|
|
|
1.1
|
|
Asia Pacific
|
|
0.8
|
|
|
2.5
|
|
Canada
|
|
0.1
|
|
|
1.8
|
|
|
|
|
|
|
Consolidated long-lived assets
|
|
$
|
1,457.5
|
|
|
$
|
1,351.1
|
|
21. Reclassifications from Accumulated Other Comprehensive (Loss) Income
The changes in AOCI by component, net of tax, for the years ended June 30, 2021 and 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions) (a)
|
|
Cash flow hedging items
|
|
Pension and other postretirement benefit plan items
|
|
|
Foreign currency items
|
|
Total
|
Balance at June 30, 2020
|
|
$
|
(11.1)
|
|
|
$
|
(334.3)
|
|
|
|
$
|
(52.6)
|
|
|
$
|
(398.0)
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income before reclassifications
|
|
23.3
|
|
|
153.6
|
|
|
|
12.5
|
|
|
189.4
|
|
Amounts reclassified from AOCI (b)
|
|
(5.3)
|
|
|
21.6
|
|
|
|
—
|
|
|
16.3
|
|
|
|
|
|
|
|
|
|
|
|
Net current-period other comprehensive income
|
|
18.0
|
|
|
175.2
|
|
|
|
12.5
|
|
|
205.7
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2021
|
|
$
|
6.9
|
|
|
$
|
(159.1)
|
|
|
|
$
|
(40.1)
|
|
|
$
|
(192.3)
|
|
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions) (a)
|
|
Cash flow hedging items
|
|
Pension and other postretirement benefit plan items
|
|
|
|
Foreign currency items
|
|
Total
|
Balance at June 30, 2019
|
|
$
|
(14.8)
|
|
|
$
|
(293.3)
|
|
|
|
|
$
|
(43.7)
|
|
|
$
|
(351.8)
|
|
Other comprehensive income (loss) before reclassifications
|
|
13.3
|
|
|
(53.3)
|
|
|
|
|
(8.9)
|
|
|
(48.9)
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts reclassified from AOCI (b)
|
|
(9.6)
|
|
|
12.3
|
|
|
|
|
—
|
|
|
2.7
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current-period other comprehensive income (loss)
|
|
3.7
|
|
|
(41.0)
|
|
|
|
|
(8.9)
|
|
|
(46.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2020
|
|
$
|
(11.1)
|
|
|
$
|
(334.3)
|
|
|
|
|
$
|
(52.6)
|
|
|
$
|
(398.0)
|
|
(a) All amounts are net of tax. Amounts in parentheses indicate debits.
(b) See separate table below for further details.
The following is a summary of amounts reclassified from AOCI for the years ended June 30, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount Reclassified from AOCI
|
|
|
|
|
Years Ended June 30,
|
($ in millions) (a)
|
|
Location of
gain (loss)
|
|
2021
|
|
2020
|
Details about AOCI Components
|
|
|
|
|
|
|
Cash flow hedging items
|
|
|
|
|
|
|
Commodity contracts
|
|
Cost of sales
|
|
$
|
6.6
|
|
|
$
|
11.5
|
|
Foreign exchange contracts
|
|
Net sales
|
|
—
|
|
|
0.8
|
|
Forward interest rate swaps
|
|
Interest expense
|
|
0.4
|
|
|
0.4
|
|
|
|
Total before tax
|
|
7.0
|
|
|
12.7
|
|
|
|
Tax expense
|
|
(1.7)
|
|
|
(3.1)
|
|
|
|
Net of tax
|
|
$
|
5.3
|
|
|
$
|
9.6
|
|
Amortization of pension and other postretirement benefit plan items
|
|
|
|
|
|
|
Net actuarial loss
|
|
(b)
|
|
$
|
(18.9)
|
|
|
$
|
(18.0)
|
|
Prior service cost
|
|
(b)
|
|
1.8
|
|
|
1.8
|
|
Settlement charge
|
|
(b)
|
|
(11.4)
|
|
|
—
|
|
|
|
Total before tax
|
|
(28.5)
|
|
|
(16.2)
|
|
|
|
Tax benefit
|
|
6.9
|
|
|
3.9
|
|
|
|
Net of tax
|
|
$
|
(21.6)
|
|
|
$
|
(12.3)
|
|
(a) Amounts in parentheses indicate debits to income/loss.
(b) These AOCI components are included in the computation of net periodic benefit cost (see Note 12 for additional details).
CARPENTER TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
22. Supplemental Data
The following are additional required disclosures and other material items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
($ in millions)
|
|
2021
|
|
2020
|
|
2019
|
Cost Data:
|
|
|
|
|
|
|
Repairs and maintenance costs
|
|
$
|
68.9
|
|
|
$
|
117.4
|
|
|
$
|
120.4
|
|
Cash Flow Data:
|
|
|
|
|
|
|
Noncash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncash purchases of property, plant, equipment and software
|
|
$
|
7.3
|
|
|
$
|
11.6
|
|
|
$
|
16.1
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
Interest payments, net
|
|
$
|
28.2
|
|
|
$
|
27.0
|
|
|
$
|
27.6
|
|
Income tax payments, net
|
|
$
|
2.1
|
|
|
$
|
29.8
|
|
|
$
|
27.5
|
|
SUPPLEMENTARY DATA
Quarterly Financial Data (Unaudited)
Quarterly sales and earnings results are normally influenced by seasonal factors. Historically, the first two fiscal quarters (three months ending September 30 and December 31) are typically the lowest principally because of annual plant vacation and maintenance shutdowns by the Company and by many of its customers. However, the timing of major changes in the general economy or the markets for certain products can alter this pattern.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
Results of Operations
|
|
|
|
|
|
|
|
|
Fiscal Year 2021
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
353.3
|
|
|
$
|
348.8
|
|
|
$
|
351.9
|
|
|
$
|
421.6
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss)
|
|
$
|
3.5
|
|
|
$
|
6.0
|
|
|
$
|
12.8
|
|
|
$
|
(21.3)
|
|
|
|
|
|
|
|
|
|
|
Operating (loss)
|
|
$
|
(48.8)
|
|
|
$
|
(89.0)
|
|
|
$
|
(40.0)
|
|
|
$
|
(70.7)
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(47.1)
|
|
|
$
|
(84.9)
|
|
|
$
|
(40.5)
|
|
|
$
|
(57.1)
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2020
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
585.4
|
|
|
$
|
573.0
|
|
|
$
|
585.4
|
|
|
$
|
437.3
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss)
|
|
$
|
112.6
|
|
|
$
|
112.6
|
|
|
$
|
109.5
|
|
|
$
|
(5.3)
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
$
|
59.8
|
|
|
$
|
55.0
|
|
|
$
|
58.7
|
|
|
$
|
(148.2)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
41.2
|
|
|
$
|
38.8
|
|
|
$
|
39.9
|
|
|
$
|
(118.4)
|
|
During the quarter ended June 30, 2021, the Company recorded LIFO decrement charges of $52.2 million. During the quarters ended March 31, 2021 and June 30, 2021 the Company recorded inventory write-downs from restructuring of $2.6 million and $1.6 million, respectively. During the quarters ended September 30, 2020, March 31, 2021 and June 30, 2021 the Company recorded restructuring and asset impairment charges of $10.0 million, $5.0 million, and $1.5 million, respectively. During the quarter ended June 30, 2020, the Company recorded LIFO decrement charges of $1.8 million. During the quarter ended June 30, 2020 the Company recorded inventory write-downs from restructuring of $29.3 million. During the quarters ended December 31, 2019 and June 30, 2020, the Company recorded restructuring and asset impairment charges of $2.3 million and $66.2 million, respectively. See Note 2, Restructuring Charges and Asset Impairment Charges and Note 7, Inventories to Notes to Consolidated Financial Statements included in Item 8. "Financial Statements and Supplementary Data".
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(per share amount)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
(Loss) Earnings per common share
|
|
|
|
|
|
|
|
|
Fiscal Year 2021
|
|
|
|
|
|
|
|
|
Basic loss
|
|
$
|
(0.98)
|
|
|
$
|
(1.76)
|
|
|
$
|
(0.84)
|
|
|
$
|
(1.18)
|
|
|
|
|
|
|
|
|
|
|
Diluted loss
|
|
$
|
(0.98)
|
|
|
$
|
(1.76)
|
|
|
$
|
(0.84)
|
|
|
$
|
(1.18)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2020
|
|
|
|
|
|
|
|
|
Basic earnings (loss)
|
|
$
|
0.85
|
|
|
$
|
0.80
|
|
|
$
|
0.82
|
|
|
$
|
(2.46)
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss)
|
|
$
|
0.85
|
|
|
$
|
0.79
|
|
|
$
|
0.82
|
|
|
$
|
(2.46)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(shares in millions)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
Fiscal Year 2021
|
|
|
|
|
|
|
|
|
Basic
|
|
48.3
|
|
|
48.3
|
|
|
48.3
|
|
|
48.4
|
|
Diluted
|
|
48.3
|
|
|
48.3
|
|
|
48.3
|
|
|
48.4
|
|
Fiscal Year 2020
|
|
|
|
|
|
|
|
|
Basic
|
|
47.9
|
|
|
48.1
|
|
|
48.1
|
|
|
48.1
|
|
Diluted
|
|
48.3
|
|
|
48.5
|
|
|
48.3
|
|
|
48.1
|
|