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FORM 10-Q
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TIMKENSTEEL CORPORATION
(Exact name of registrant as specified in its charter)
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Ohio
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46-4024951
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1835 Dueber Avenue SW, Canton, OH
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44706
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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o
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Accelerated filer
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Non-accelerated filer
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(Do not check if smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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Class
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Outstanding at April 15, 2018
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Common Shares, without par value
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44,529,226
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PAGE
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Item 4.
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Three Months Ended
March 31, |
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2018
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2017
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(Dollars in millions, except per share data)
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Net sales
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$380.8
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$309.4
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Cost of products sold
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359.7
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292.4
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Gross Profit
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21.1
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17.0
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Selling, general and administrative expenses
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24.7
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22.9
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Operating Loss
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(3.6
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)
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(5.9
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Interest expense
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4.6
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3.6
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Other income, net
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6.4
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4.5
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Loss Before Income Taxes
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(1.8
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(5.0
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Provision for income taxes
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0.1
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0.3
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Net Loss
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($1.9
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($5.3
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Per Share Data:
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Basic loss per share
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($0.04
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($0.12
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Diluted loss per share
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($0.04
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($0.12
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Dividends per share
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$—
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$—
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Three Months Ended March 31,
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2018
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2017
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(Dollars in millions)
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Net Loss
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($1.9
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($5.3
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Other comprehensive income, net of tax:
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Foreign currency translation adjustments
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0.8
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0.2
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Pension and postretirement liability adjustments
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0.1
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0.3
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Other comprehensive income, net of tax
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0.9
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0.5
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Comprehensive Loss, net of tax
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($1.0
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($4.8
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March 31,
2018 |
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December 31,
2017 |
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(Dollars in millions)
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ASSETS
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Current Assets
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Cash and cash equivalents
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$35.4
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$24.5
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Accounts receivable, net of allowances (2018 - $1.5 million; 2017 - $1.4 million)
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181.1
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149.8
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Inventories, net
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252.8
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224.0
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Deferred charges and prepaid expenses
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3.5
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3.9
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Other current assets
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7.6
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8.0
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Total Current Assets
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480.4
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410.2
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Property, Plant and Equipment, Net
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691.9
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706.7
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Other Assets
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Pension assets
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17.4
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14.6
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Intangible assets, net
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18.8
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19.9
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Other non-current assets
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5.9
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5.2
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Total Other Assets
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42.1
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39.7
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Total Assets
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$1,214.4
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$1,156.6
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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Current Liabilities
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Accounts payable, trade
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$171.0
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$135.3
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Salaries, wages and benefits
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29.1
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32.4
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Accrued pension and postretirement costs
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11.5
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11.5
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Other current liabilities
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19.4
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27.6
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Total Current Liabilities
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231.0
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206.8
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Non-Current Liabilities
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Convertible notes, net
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71.1
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70.1
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Other long-term debt
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130.0
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95.2
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Accrued pension and postretirement costs
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209.2
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210.8
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Deferred income taxes
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—
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0.3
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Other non-current liabilities
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11.1
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12.7
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Total Non-Current Liabilities
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421.4
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389.1
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Shareholders’ Equity
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Preferred shares, without par value; authorized 10.0 million shares; none issued
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—
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—
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Common shares, without par value; authorized 200.0 million shares;
issued 2018 and 2017- 45.7 million shares
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—
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—
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Additional paid-in capital
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842.6
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843.7
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Retained deficit
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(239.3
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(238.0
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Treasury shares - 2018 - 1.2 million; 2017 - 1.3 million
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(34.6
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(37.4
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Accumulated other comprehensive loss
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(6.7
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(7.6
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Total Shareholders’ Equity
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562.0
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560.7
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Total Liabilities and Shareholders’ Equity
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$1,214.4
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$1,156.6
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Three Months Ended
March 31, |
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2018
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2017
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(Dollars in millions)
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CASH PROVIDED (USED)
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Operating Activities
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Net loss
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($1.9
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($5.3
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Adjustments to reconcile net loss to net cash provided by operating activities:
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Depreciation and amortization
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18.5
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18.9
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Amortization of deferred financing fees and debt discount
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1.8
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1.2
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Deferred income taxes
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(0.3
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0.3
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Stock-based compensation expense
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2.2
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1.6
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Pension and postretirement expense (benefit), net
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(1.4
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0.8
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Pension and postretirement contributions and payments
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(2.5
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(1.6
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Changes in operating assets and liabilities:
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Accounts receivable, net
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(31.3
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(56.3
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Inventories, net
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(28.8
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(26.7
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Accounts payable, trade
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35.7
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39.4
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Other accrued expenses
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(13.2
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2.9
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Deferred charges and prepaid expenses
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0.4
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(0.3
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Other, net
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1.4
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(1.2
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Net Cash Used by Operating Activities
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(19.4
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(26.3
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Investing Activities
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Capital expenditures
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(2.2
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(2.7
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Net Cash Used by Investing Activities
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(2.2
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(2.7
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Financing Activities
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Proceeds from exercise of stock options
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0.1
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0.2
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Shares surrendered for employee taxes on stock compensation
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(0.7
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(1.2
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Revenue Refunding Bonds repayments
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(30.2
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—
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Credit Agreement repayments
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(65.0
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Amended Credit Agreement borrowings
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130.0
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25.0
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Debt issuance costs related to Amended Credit Agreement
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(1.7
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—
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Net Cash Provided by Financing Activities
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32.5
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24.0
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Increase (Decrease) In Cash and Cash Equivalents
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10.9
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(5.0
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Cash and cash equivalents at beginning of period
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24.5
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25.6
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Cash and Cash Equivalents at End of Period
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$35.4
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$20.6
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Standards Adopted
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Description
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2014-09, Revenue from Contracts with Customers
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The standard defines that a company will recognize revenue when it transfers control of goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This standard also requires additional disclosures about the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers.
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2017-01, Clarifying the Definition of a Business
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The standard clarifies the definition of a business when evaluating whether transactions should be accounted for as acquisitions, or disposals of assets or businesses.
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2017-09, Stock Compensation, Scope of Modification Accounting
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The standard provides guidance intended to reduce diversity in practice when accounting for a modification to the terms and conditions of a share-based payment award.
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Consolidated Balance Sheet caption
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As of
December 31, 2017
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ASU 2014-09 Adjustment
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As of
January 1, 2018
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Inventories, net
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$224.0
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($3.3
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)
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$220.7
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Other current liabilities
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$27.6
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($4.0
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)
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$23.6
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Retained deficit
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($238.0
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)
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$0.7
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($237.3
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)
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Standard Pending Adoption
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Description
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Effective Date
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Anticipated Impact
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ASU 2018-02, Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
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The standard permits entities to reclassify tax effects stranded in accumulated other comprehensive income as a result of tax reform to retained earnings.
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January 1, 2019
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The Company is currently evaluating the impact of the adoption of this ASU on its results of operations and financial condition.
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ASU 2018-01, Leases - Land Easement Practical Expedient for Transition to Topic 842
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The standard provides an optional transition practical expedient for land easements that allows an entity to continue applying its current accounting policy for certain land easements that exist or expire before the standard’s effective date.
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January 1, 2019
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The Company is currently evaluating the impact of the adoption of this ASU on its results of operations and financial condition.
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ASU 2017-11, Distinguishing Liabilities from Equity; Derivatives and Hedging
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The standard eliminates the requirement to consider “down round” features when determining whether certain equity-linked financial instruments or embedded features are indexed to an entity’s own stock.
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January 1, 2019
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The Company is currently evaluating the impact of the adoption of this ASU on its results of operations and financial condition.
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ASU 2016-13, Measurement of Credit Losses on Financial Instruments
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The standard changes how entities will measure credit losses for most financial assets, including trade and other receivables and replaces the current incurred loss approach with an expected loss model.
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January 1, 2020
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The Company is currently evaluating the impact of the adoption of this ASU on its results of operations and financial condition.
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ASU 2016-02, Leases
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The standard requires lessees to recognize lease liabilities and right-of-use assets on the balance sheet for operating leases, and requires additional quantitative and qualitative disclosures and must be adopted using a modified retrospective approach.
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January 1, 2019
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The Company is currently reviewing its lease contracts, related systems and internal controls as it continues to evaluate the impact of the adoption of this ASU on its results of operations and financial condition.
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March 31,
2018 |
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December 31,
2017 |
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Inventories:
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Manufacturing supplies
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$38.7
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$36.3
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Raw materials
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34.4
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31.9
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Work in process
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165.6
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137.8
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Finished products
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79.9
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82.9
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Gross inventory
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318.6
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288.9
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Allowance for surplus and obsolete inventory
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(7.4
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(7.8
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LIFO reserve
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(58.4
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(57.1
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Total Inventories, net
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$252.8
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$224.0
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March 31,
2018 |
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December 31,
2017 |
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Property, Plant and Equipment, net:
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Land
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$13.4
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$13.4
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Buildings and improvements
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422.8
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420.6
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Machinery and equipment
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1,399.2
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1,387.4
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Construction in progress
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17.1
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30.4
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Subtotal
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1,852.5
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1,851.8
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Less allowances for depreciation
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(1,160.6
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(1,145.1
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)
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Property, Plant and Equipment, net
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$691.9
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$706.7
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March 31, 2018
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December 31, 2017
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Gross Carrying Amount
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Accumulated Amortization
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Net Carrying Amount
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Gross Carrying Amount
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Accumulated Amortization
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Net Carrying Amount
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Intangible Assets Subject to Amortization:
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Customer relationships
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$6.3
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$4.3
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$2.0
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$6.3
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$4.1
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$2.2
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Technology use
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9.0
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6.0
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3.0
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9.0
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5.9
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3.1
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Capitalized software
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59.2
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45.4
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13.8
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59.1
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44.5
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14.6
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Total Intangible Assets
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|
$74.5
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$55.7
|
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$18.8
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$74.4
|
|
|
|
$54.5
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|
|
$19.9
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|
March 31, 2018
|
|
December 31, 2017
|
||||
|
|||||||
Principal
|
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$86.3
|
|
|
|
$86.3
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Less: Debt issuance costs, net of amortization
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(1.5
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)
|
|
(1.6
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)
|
||
Less: Debt discount, net of amortization
|
(13.7
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)
|
|
(14.6
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)
|
||
Convertible notes, net
|
|
$71.1
|
|
|
|
$70.1
|
|
|
Three Months Ended March 31,
|
|||||
|
2018
|
2017
|
||||
Contractual interest expense
|
|
$1.3
|
|
|
$1.3
|
|
Amortization of debt issuance costs
|
0.1
|
|
0.1
|
|
||
Amortization of debt discount
|
0.9
|
|
0.8
|
|
||
Total
|
|
$2.3
|
|
|
$2.2
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
|
|
||||||
Variable-rate State of Ohio Water Development Revenue Refunding Bonds, maturing on November 1, 2025 (1.58% as of December 31, 2017)
|
|
$—
|
|
|
|
$12.2
|
|
Variable-rate State of Ohio Air Quality Development Revenue Refunding Bonds, maturing on November 1, 2025 (1.60% as of December 31, 2017)
|
—
|
|
|
9.5
|
|
||
Variable-rate State of Ohio Pollution Control Revenue Refunding Bonds, maturing on June 1, 2033 (1.60% as of December 31, 2017)
|
—
|
|
|
8.5
|
|
||
Credit Agreement, due 2019 (LIBOR plus applicable spread)
|
—
|
|
|
65.0
|
|
||
Amended Credit Agreement, due 2023 (LIBOR plus applicable spread)
|
130.0
|
|
|
—
|
|
||
Total Other Long-Term Debt
|
|
$130.0
|
|
|
|
$95.2
|
|
|
Foreign Currency Translation Adjustments
|
|
Pension and Postretirement Liability Adjustments
|
|
Total
|
||||||
Balance at December 31, 2017
|
|
($5.9
|
)
|
|
|
($1.7
|
)
|
|
|
($7.6
|
)
|
Other comprehensive income before reclassifications, before income tax
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|||
Amounts reclassified from accumulated other comprehensive loss, before income tax
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net current period other comprehensive (loss) income, net of income taxes
|
0.8
|
|
|
0.1
|
|
|
0.9
|
|
|||
Balance as of March 31, 2018
|
|
($5.1
|
)
|
|
|
($1.6
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)
|
|
|
($6.7
|
)
|
|
Foreign Currency Translation Adjustments
|
|
Pension and Postretirement Liability Adjustments
|
|
Total
|
||||||
Balance at December 31, 2016
|
|
($7.0
|
)
|
|
|
($2.4
|
)
|
|
|
($9.4
|
)
|
Other comprehensive income before reclassifications, before income tax
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Amounts reclassified from accumulated other comprehensive loss, before income tax
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net current period other comprehensive income, net of income taxes
|
0.2
|
|
|
0.3
|
|
|
0.5
|
|
|||
Balance at March 31, 2017
|
|
($6.8
|
)
|
|
|
($2.1
|
)
|
|
|
($8.9
|
)
|
|
Total
|
|
Additional Paid-in Capital
|
|
Retained Deficit
|
|
Treasury Shares
|
|
Accumulated Other Comprehensive Loss
|
||||||||||
Balance at December 31, 2017
|
|
$560.7
|
|
|
|
$843.7
|
|
|
|
($238.0
|
)
|
|
|
($37.4
|
)
|
|
|
($7.6
|
)
|
Net loss
|
(1.9
|
)
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|||||
Pension and postretirement adjustment, net of tax
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Foreign currency translation adjustments
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
ASU 2014-09 adjustment
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation expense
|
2.2
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock option activity
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of treasury shares
|
—
|
|
|
(3.4
|
)
|
|
(0.1
|
)
|
|
3.5
|
|
|
—
|
|
|||||
Shares surrendered for taxes
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|||||
Balance at March 31, 2018
|
|
$562.0
|
|
|
|
$842.6
|
|
|
|
($239.3
|
)
|
|
|
($34.6
|
)
|
|
|
($6.7
|
)
|
|
Three Months Ended
March 31, 2018 |
|
Three Months Ended
March 31, 2017 |
||||||||||||
|
|||||||||||||||
Components of net periodic benefit cost:
|
Pension
|
|
Postretirement
|
|
Pension
|
|
Postretirement
|
||||||||
Service cost
|
|
$4.3
|
|
|
|
$0.4
|
|
|
|
$4.6
|
|
|
|
$0.4
|
|
Interest cost
|
11.4
|
|
|
1.9
|
|
|
12.2
|
|
|
2.1
|
|
||||
Expected return on plan assets
|
(18.4
|
)
|
|
(1.2
|
)
|
|
(17.5
|
)
|
|
(1.4
|
)
|
||||
Amortization of prior service cost
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.3
|
|
||||
Net Periodic Benefit Cost
|
|
($2.6
|
)
|
|
|
$1.2
|
|
|
|
($0.6
|
)
|
|
|
$1.4
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Numerator:
|
|
|
|
||||
Net loss for basic and diluted earnings per share
|
|
($1.9
|
)
|
|
|
($5.3
|
)
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Weighted average shares outstanding, basic
|
44.5
|
|
|
44.3
|
|
||
Weighted average shares outstanding, diluted
|
44.5
|
|
|
44.3
|
|
||
|
|
|
|
||||
Basic loss per share
|
|
($0.04
|
)
|
|
|
($0.12
|
)
|
Diluted loss per share
|
|
($0.04
|
)
|
|
|
($0.12
|
)
|
|
Three Months Ended March 31,
|
|||||
|
2018
|
2017
|
||||
Provision for incomes taxes
|
|
$0.1
|
|
|
$0.3
|
|
Effective tax rate
|
(5.6
|
)%
|
(6.0
|
)%
|
|
Three Months Ended March 31,
|
|||||
|
2018
|
2017
|
||||
Beginning balance, January 1
|
|
$0.5
|
|
|
$0.6
|
|
Expenses
|
0.4
|
|
—
|
|
||
Payments
|
—
|
|
—
|
|
||
Ending balance, March 31
|
|
$0.9
|
|
|
$0.6
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
$ Change
|
||||||
Cash interest paid
|
$0.9
|
|
$0.5
|
|
|
$0.4
|
|
||||
Accrued interest
|
1.9
|
|
|
1.9
|
|
|
—
|
|
|||
Amortization of convertible notes discount and deferred financing
|
1.8
|
|
|
1.2
|
|
|
0.6
|
|
|||
Total Interest Expense
|
|
$4.6
|
|
|
|
$3.6
|
|
|
|
$1.0
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Provision (benefit) for income taxes
|
|
$0.1
|
|
|
|
$0.3
|
|
|
|
($0.2
|
)
|
|
(66.7
|
)%
|
Effective tax rate
|
(5.6
|
)%
|
|
(6.0
|
)%
|
|
NM
|
|
|
—
|
bps
|
Current Assets
|
March 31,
2018 |
|
December 31,
2017 |
||||
Cash and cash equivalents
|
|
$35.4
|
|
|
|
$24.5
|
|
Accounts receivable, net
|
181.1
|
|
|
149.8
|
|
||
Inventories, net
|
252.8
|
|
|
224.0
|
|
||
Deferred charges and prepaid expenses
|
3.5
|
|
|
3.9
|
|
||
Other current assets
|
7.6
|
|
|
8.0
|
|
||
Total Current Assets
|
|
$480.4
|
|
|
|
$410.2
|
|
Property, Plant and Equipment
|
March 31,
2018 |
|
December 31,
2017 |
||||
Property, plant and equipment, net
|
|
$691.9
|
|
|
|
$706.7
|
|
Other Assets
|
March 31,
2018 |
|
December 31,
2017 |
||||
Pension assets
|
|
$17.4
|
|
|
|
$14.6
|
|
Intangible assets, net
|
18.8
|
|
|
19.9
|
|
||
Other non-current assets
|
5.9
|
|
|
5.2
|
|
||
Total Other Assets
|
|
$42.1
|
|
|
|
$39.7
|
|
Liabilities and Shareholders’ Equity
|
March 31,
2018 |
|
December 31,
2017 |
||||
Current liabilities
|
|
$231.0
|
|
|
|
$206.8
|
|
Convertible notes, net
|
71.1
|
|
|
70.1
|
|
||
Other long-term debt
|
130.0
|
|
|
95.2
|
|
||
Accrued pension and postretirement costs - long-term
|
209.2
|
|
|
210.8
|
|
||
Other non-current liabilities
|
11.1
|
|
|
12.7
|
|
||
Total shareholders’ equity
|
562.0
|
|
|
560.7
|
|
||
Total Liabilities and Shareholders’ Equity
|
|
$1,214.4
|
|
|
|
$1,156.6
|
|
|
March 31,
2018 |
December 31,
2017 |
||||
Cash and cash equivalents
|
|
$35.4
|
|
|
$24.5
|
|
|
|
|
||||
Maximum availability
|
|
$300.0
|
|
|
$265.0
|
|
Amount borrowed
|
130.0
|
|
65.0
|
|
||
Letter of credit obligations
|
2.6
|
|
2.6
|
|
||
Availability not borrowed
|
167.4
|
|
197.4
|
|
||
Availability block
|
—
|
|
33.1
|
|
||
Net availability
|
|
$167.4
|
|
|
$164.3
|
|
|
|
|
||||
Total liquidity
|
|
$202.8
|
|
|
$188.8
|
|
Cash Flows
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net cash used by operating activities
|
|
($19.4
|
)
|
|
|
($26.3
|
)
|
Net cash used by investing activities
|
(2.2
|
)
|
|
(2.7
|
)
|
||
Net cash provided by financing activities
|
32.5
|
|
|
24.0
|
|
||
Increase (Decrease) in Cash and Cash Equivalents
|
|
$10.9
|
|
|
|
($5.0
|
)
|
•
|
deterioration in world economic conditions, or in economic conditions in any of the geographic regions in which we conduct business, including additional adverse effects from global economic slowdown, terrorism or hostilities. This includes: political risks associated with the potential instability of governments and legal systems in countries in which we or our customers conduct business, and changes in currency valuations;
|
•
|
the effects of fluctuations in customer demand on sales, product mix and prices in the industries in which we operate. This includes: our ability to respond to rapid changes in customer demand; the effects of customer bankruptcies or liquidations; the impact of changes in industrial business cycles; and whether conditions of fair trade exist in the U.S. markets;
|
•
|
competitive factors, including changes in market penetration; increasing price competition by existing or new foreign and domestic competitors; the introduction of new products by existing and new competitors; and new technology that may impact the way our products are sold or distributed;
|
•
|
changes in operating costs, including the effect of changes in our manufacturing processes; changes in costs associated with varying levels of operations and manufacturing capacity; availability of raw materials and energy; our ability to mitigate the impact of fluctuations in raw materials and energy costs and the effectiveness of our surcharge mechanism; changes in the expected costs associated with product warranty claims; changes resulting from inventory management, cost reduction initiatives and different levels of customer demands; the effects of unplanned work stoppages; and changes in the cost of labor and benefits;
|
•
|
the success of our operating plans, announced programs, initiatives and capital investments (including the jumbo bloom vertical caster and advanced quench-and-temper facility); the ability to integrate acquired companies; the ability of acquired companies to achieve satisfactory operating results, including results being accretive to earnings; and our ability to maintain appropriate relations with unions that represent our associates in certain locations in order to avoid disruptions of business;
|
•
|
unanticipated litigation, claims or assessments, including claims or problems related to intellectual property, product liability or warranty, and environmental issues and taxes, among other matters;
|
•
|
the availability of financing and interest rates, which affect our cost of funds and/or ability to raise capital; our pension obligations and investment performance; and/or customer demand and the ability of customers to obtain financing to purchase our products or equipment that contain our products; and the amount of any dividend declared by our Board of Directors on our common shares;
|
•
|
The overall impact of mark-to-market accounting; and
|
•
|
Those items identified under the caption Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2017.
|
Exhibit Number
|
|
Exhibit Description
|
10.1
|
|
|
12.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
TIMKENSTEEL CORPORATION
|
|
|
|
|
|
|
Date:
|
April 26, 2018
|
/s/ Christopher J. Holding
|
|
|
Christopher J. Holding
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
Exhibit Number
|
|
Exhibit Description
|
10.1
|
|
|
12.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
•
|
Recognizing corporate, business unit and individual performance achievement.
|
•
|
Attracting, motivating and retaining superior talent.
|
•
|
Cash flow (including free cash flow)
|
•
|
Comparisons with various stock market indices
|
•
|
Continuous improvement
|
•
|
Cost of capital
|
•
|
Customer service
|
•
|
Debt reduction
|
•
|
Earnings growth (including earnings per share and earnings before interest and taxes)
|
•
|
Financial performance exceeding that of peer/competitor companies
|
•
|
Gross profits
|
•
|
Improvement of shareholder return
|
•
|
Inventory management
|
•
|
Net income
|
•
|
Productivity improvement
|
•
|
Profit after taxes
|
•
|
Quality
|
•
|
Recruitment and development of excellent employees with emphasis on diversity
|
•
|
Reduction of fixed costs
|
•
|
Return on assets
|
•
|
Return on equity
|
•
|
Return on invested capital (EBIT/BIC)
|
•
|
Sales from new products
|
•
|
Sales growth
|
•
|
Successful start-up of new facility
|
•
|
Successful acquisition/divestiture
|
•
|
Working capital
|
•
|
Economic profit
|
|
|
Year Ended December 31,
|
|||
|
Q1 2018
|
2017
|
2016
|
2015
|
2014
|
(Loss) income before income taxes
|
$(1.8)
|
$(42.3)
|
$(142.0)
|
$(71.7)
|
$68.7
|
Plus:
|
|
|
|
|
|
Fixed charges
|
6.0
|
16.1
|
13.4
|
5.5
|
8.9
|
Amortization of capitalized interest
|
0.4
|
1.8
|
1.9
|
1.7
|
0.7
|
Less:
|
|
|
|
|
|
Interest capitalized
|
0.1
|
0.6
|
0.7
|
1.0
|
6.9
|
Earnings (loss)
|
4.5
|
(25.0)
|
(127.4)
|
(65.5)
|
71.4
|
Interest (A)
|
5.4
|
13.8
|
10.6
|
3.9
|
7.1
|
Amortization of deferred financing costs
|
0.4
|
1.6
|
1.5
|
0.5
|
0.9
|
Interest portion of rental expense
|
0.2
|
0.7
|
1.3
|
1.1
|
0.9
|
Fixed Charges
|
$6.0
|
$16.1
|
$13.4
|
$5.5
|
$8.9
|
Ratio of Earnings to Fixed Charges
|
0.75
|
(B)
|
(B)
|
(B)
|
8.02
|
1.
|
I have reviewed this quarterly report on Form 10-Q of TimkenSteel Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant‘s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
April 26, 2018
|
/s/ Ward J. Timken, Jr.
|
|
|
Ward J. Timken, Jr.
Chairman, Chief Executive Officer and President
(Principal Executive Officer)
|
1.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
2.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
3.
|
The registrant‘s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
4.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
April 26, 2018
|
/s/ Christopher J. Holding
|
|
|
Christopher J. Holding
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
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Date:
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April 26, 2018
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/s/ Ward J. Timken, Jr.
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Ward J. Timken, Jr.
Chairman, Chief Executive Officer and President
(Principal Executive Officer)
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Date:
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April 26, 2018
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/s/ Christopher J. Holding
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Christopher J. Holding
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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