Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 10-Q Quarterly Report HTML 1.38M
2: EX-31.1 Certification -- §302 - SOA'02 HTML 26K
3: EX-31.2 Certification -- §302 - SOA'02 HTML 26K
4: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
11: R1 Document and Entity Information HTML 74K
12: R2 Consolidated Balance Sheets HTML 131K
13: R3 Consolidated Balance Sheets (Parenthetical) HTML 39K
14: R4 Consolidated Statements of Income HTML 94K
15: R5 Consolidated Statements of Comprehensive Income HTML 78K
(Loss)
16: R6 Consolidated Statements of Cash Flows HTML 100K
17: R7 Statements of Changes in Consolidated Equity HTML 61K
18: R8 Accounting Policies HTML 31K
19: R9 Revenue from Contracts with Customers HTML 344K
20: R10 Inventories HTML 47K
21: R11 Property Plant And Equipment HTML 37K
22: R12 Goodwill Impairment HTML 27K
23: R13 Joint Ventures HTML 32K
24: R14 Supplemental Financial Statement Information - HTML 63K
(Notes)
25: R15 Debt HTML 61K
26: R16 Derivative Financial Instruments and Hedging HTML 117K
27: R17 Fair Value Of Financial Instruments HTML 67K
28: R18 Retirement Benefits HTML 83K
29: R19 Income Taxes HTML 26K
30: R20 Business Segments HTML 124K
31: R21 Restructuring HTML 31K
32: R22 Per Share Information HTML 82K
33: R23 Accumulated Other Comprehensive Income (Loss) HTML 340K
34: R24 Commitments and Contingencies HTML 30K
35: R25 Accounting Policies (Policies) HTML 53K
36: R26 Inventory (Policies) HTML 25K
37: R27 Derivative Instruments and Hedging Activities HTML 31K
(Policies)
38: R28 Commitment and Contingencies (Policies) HTML 25K
39: R29 Revenue from Contracts with Customers (Tables) HTML 343K
40: R30 Inventories (Tables) HTML 49K
41: R31 Property, Plant and Equipment (Tables) HTML 36K
42: R32 Supplemental Financial Statement Information - HTML 62K
(Tables)
43: R33 Debt (Tables) HTML 49K
44: R34 Derivative Financial Instruments and Hedging HTML 112K
(Tables)
45: R35 Fair Value of Financial Instruments (Tables) HTML 62K
46: R36 Retirement Benefits (Tables) HTML 80K
47: R37 Business Segments (Tables) HTML 117K
48: R38 Restructuring (Tables) HTML 30K
49: R39 Per Share Information (Tables) HTML 81K
50: R40 Accumulated Other Comprehensive Income (Loss) HTML 341K
(Tables)
51: R41 Accounting Policies (Accounting Pronouncements) HTML 47K
(Details)
52: R42 Revenue from Contracts with Customers - Narrative HTML 66K
(Details)
53: R43 Revenue from Contracts with Customers - HTML 153K
Disaggregation of Revenue (Details)
54: R44 Revenue from Contracts with Customers - Accounts HTML 31K
Receivable Reserve for Doubtful Accounts (Details)
55: R45 Revenue from Contracts with Customers - Contract HTML 74K
Assets and Liabilities (Details)
56: R46 Inventories (Details) HTML 47K
57: R47 Property, Plant and Equipment (Details) HTML 38K
58: R48 Goodwill Impairment - Narrative (Details) HTML 42K
59: R49 Joint Ventures (Details) HTML 94K
60: R50 Supplemental Financial Statement Information - HTML 42K
Schedule of Other Income, Net (Details)
61: R51 Supplemental Financial Statement Information - HTML 23K
Narrative (Details)
62: R52 Debt Schedule of Debt (Details) HTML 73K
63: R53 Debt - Revolving Credit Facility Narrative HTML 95K
(Details)
64: R54 Debt - Convertible Notes Narrative (Details) HTML 89K
65: R55 Derivative Financial Instruments and Hedging HTML 79K
(Details)
66: R56 Derivative Financial Instruments and Hedging HTML 48K
(Details2)
67: R57 Fair Value of Financial Instruments (Details) HTML 48K
68: R58 Retirement Benefits (Details1) HTML 47K
69: R59 Income Taxes - Narrative (Details) HTML 30K
70: R60 Business Segments (Details) HTML 78K
71: R61 Business Segments - Additional Information HTML 63K
(Details)
72: R62 Restructuring - Narrative (Details) HTML 35K
73: R63 Restructuring - Restructuring Reserve Roll Forward HTML 30K
(Details)
74: R64 Per Share Information (Details) HTML 64K
75: R65 Accumulated Other Comprehensive Income (Loss) HTML 86K
(Details)
76: R66 Accumulated Other Comprehensive Income (Loss) HTML 70K
(Details 2)
77: R67 Commitments and Contingencies (Details) HTML 40K
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(Exact name of registrant as specified in its charter)
iDelaware
i25-1792394
(State
or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
i1000 Six PPG Place
iPittsburgh,
iPennsylvania
i15222-5479
(Address
of Principal Executive Offices)
(Zip Code)
(i412) i394-2800
(Registrant’s telephone number, including area code)
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
iCommon stock, par value $0.10
iATI
iNew
York Stock Exchange
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. iYes☒ No ☐
Indicate
by check mark whether the Registrant submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). iYes☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
iLarge
accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging
growth company
i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the
Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i☐ No ☒
Short-term
debt and current portion of long-term debt
i12.8
i11.5
Other
current liabilities
i216.0
i237.8
Total
Current Liabilities
i614.4
i849.2
Long-term
debt
i1,516.9
i1,387.4
Accrued
postretirement benefits
i303.9
i312.5
Pension
liabilities
i685.0
i731.5
Other
long-term liabilities
i206.9
i160.8
Total
Liabilities
i3,327.1
i3,441.4
Equity:
ATI
Stockholders’ Equity:
Preferred stock, par value $ii0.10/:
authorized-ii50,000,000/
shares; issued-iinone/
i—
i—
Common
stock, par value $ii0.10/: authorized-ii500,000,000/
shares; issued-i126,813,383 shares at June 30, 2020 and i126,695,171 shares at December
31, 2019; outstanding-i126,813,078 shares at June 30, 2020 and i126,085,348 shares at December
31, 2019
The
accompanying notes are an integral part of these statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
Note 1. iAccounting
Policies
iThe interim consolidated financial statements include the accounts of Allegheny Technologies Incorporated and its subsidiaries. Unless the context requires otherwise, “Allegheny Technologies”, “ATI” and “the Company” refer to Allegheny Technologies Incorporated and its subsidiaries.
These
unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles for complete financial statements. In management’s opinion, all adjustments (which include only normal recurring adjustments) considered necessary for a fair presentation have been included. Certain prior year amounts have been reclassified in order to conform with fiscal year 2020 presentation. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2019 Annual Report on Form 10-K. The results of operations
for these interim periods are not necessarily indicative of the operating results for any future period. The December 31, 2019 financial information has been derived from the Company’s audited consolidated financial statements.
Effective January 1, 2020, the Company began operating under iitwo/
revised business segments: High Performance Materials & Components (HPMC) and Advanced Alloys & Solutions (AA&S). HPMC is now comprised of the Specialty Materials and Forged Products businesses, as well as the ATI Europe distribution operations. The new AA&S segment combines the Specialty Alloys & Components (SAC) business, including the primary titanium operations in Richland, WA and Albany, OR, with ATI’s former Flat Rolled Products (FRP) business segment, which included the FRP business and the i60%-owned Shanghai STAL Precision Stainless Steel
Company Limited (STAL), as well as the Uniti LLC (Uniti) and Allegheny & Tsingshan Stainless (A&T Stainless) ii50/%-owned
joint ventures that are reported in AA&S segment results under the equity method of accounting. See Note 13, Business Segments, for further information. Financial results of aerospace-grade titanium plate products also transferred from HPMC to AA&S effective January 1, 2020. Prior period segment information has been restated to conform to this operating structure.
The Company’s collective bargaining agreements (CBAs) with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied & Industrial Service Workers International Union, AFL-CIO, CLC (USW) involving approximately i1,500
full-time represented employees located primarily within the AA&S segment operations expired on February 29, 2020. On March 25, 2020, the Company announced an agreement with the USW that extended the terms of the expired CBAs for one year, to February 28, 2021.
i
New
Accounting Pronouncements Adopted
In March 2020, the Financial Accounting Standards Board (FASB) issued new optional accounting guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. In response to concerns about structural risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The new accounting guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contracts,
hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The new accounting guidance applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments generally do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. Management is continuing to evaluate the issue, and presently does not expect a transition away from LIBOR, primarily involving ATI’s domestic credit facility and an interest rate swap contract,
to have any significant financial impact to ATI.
In December 2019, the FASB issued new guidance to simplify the accounting for income taxes. The areas for simplification in the guidance involve the removal of certain exceptions to the general principals in the current guidance, including intraperiod allocation and the calculation of income taxes in an interim period when a year to date loss exceeds the anticipated loss for the year. The new guidance also simplifies the accounting for income taxes in the area of franchise taxes. This new guidance is effective for the Company in fiscal year 2021, with early adoption permitted. This guidance was early adopted by the Company in fiscal year 2020 without significant impact to the consolidated
financial statements.
6
In August 2018, the FASB issued new disclosure guidance on fair value measurement. This new guidance modifies the disclosure requirements on fair value measurements, including removal and modifications of various current disclosures as well as some additional disclosure requirements for Level 3 fair value measurements. Some of these disclosure changes must be applied prospectively while others retrospectively depending on the requirement. This guidance was adopted by the Company in fiscal year 2020 without an impact on the Company’s
consolidated financial statements other than disclosures.
In June 2016, the FASB added a new impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. The CECL model applies to trade receivables, other receivables, contract assets and most debt instruments. The CECL model does not have a minimum threshold for recognition of impairment losses, and entities will need to measure expected credit losses on assets that have a low risk of loss. This guidance was adopted by the Company in fiscal year 2020 without significant impact to the consolidated financial statements.
The Company operates in itwo
business segments: High Performance Materials & Components (HPMC) and Advanced Alloys & Solutions (AA&S). Revenue is disaggregated within these itwo business segments by diversified global markets, primary geographical markets and diversified products. iComparative
information of the Company’s overall revenues (in millions) by global and geographical markets for the second quarters and six months ended June 30, 2020 and 2019 were as follows:
Comparative
information of the Company’s major high-value and standard products based on their percentages of sales is included in the following table. Hot-Rolling and Processing Facility (HRPF) conversion service sales in the AA&S segment are excluded from this presentation.
The
Company maintained a backlog of confirmed orders totaling $i1.51 billion and $i2.38 billion at June 30,
2020 and 2019, respectively. Due to the structure of the Company’s long-term agreements, approximately i70% of this backlog at June 30, 2020 represented booked orders with performance obligations that will be satisfied within the next 12 months. The backlog does not reflect any elements of variable consideration.
As of June 30, 2020 and December 31, 2019, accounts receivable with customers were $i488.1 million and $i558.7
million, respectively. The following represents the rollforward of accounts receivable - reserve for doubtful accounts and contract assets and liabilities for the six months ended June 30, 2020 and 2019:
i
(in
millions)
Accounts Receivable - Reserve for Doubtful Accounts
Amounts
in beginning balance reclassified to revenue
(i0.5)
(i0.5)
Current
year amounts reclassified to revenue
i—
i—
Other
i—
i—
Reclassification
to/from short-term
(i5.8)
i—
Balance
as of period end
$
i32.0
$
i7.3
/
9
Contract
costs for obtaining and fulfilling a contract were $i6.1 million and $i6.5 million
as of June 30, 2020 and December 31, 2019, respectively, and are reported in other long-term assets on the consolidated balance sheet. Contract cost amortization expense for the three and six months ended June 30, 2020 was $i0.4 million and $i0.7
million, respectively. Contract cost amortization expense for the three and six months ended June 30, 2019 was $i0.3 million and $i0.6
million, respectively.
iInventories
are stated at the lower of cost (last-in, first-out (LIFO), first-in, first-out (FIFO), and average cost methods) or market. Most of the Company’s inventory is valued utilizing the LIFO costing methodology. Inventory of the Company’s non-U.S. operations is valued using average cost or FIFO methods. Due to deflationary impacts primarily related to raw materials, the carrying value of the Company’s inventory as valued on LIFO exceeds current replacement cost, and based on a lower of cost or market value analysis, the Company maintains net realizable value (NRV) inventory valuation reserves to adjust carrying value of LIFO inventory
to current replacement cost. These NRV reserves were $i47.6 million at June 30, 2020 and $i33.6 million at December 31,
2019. iImpacts to cost of sales for changes in the LIFO costing methodology and associated NRV inventory reserves were as follows (in millions):
The
construction in progress portion of property, plant and equipment at June 30, 2020 was $i203.5 million.
Note 5. iGoodwill
Impairment
At June 30, 2020, the Company had $i236.4 million of goodwill on its consolidated balance sheet, all of which relates to
the HPMC segment. Goodwill decreased $i289.4
million at June 30, 2020 compared to December 31, 2019, due to a $i287.0 million interim impairment charge in the HPMC segment and $i2.4
million from the impact of foreign currency translation on goodwill denominated in functional currencies other than the U.S. dollar.
10
The Company performs its annual goodwill impairment evaluations in the fourth quarter of each year. During the second quarter of 2020, the Company performed an interim goodwill impairment analysis on the Forged Products reporting unit and its $i460.4
million goodwill balance based on assessed potential indicators of impairment, including recent disruptions to the global commercial aerospace market resulting from the COVID-19 pandemic, and the increasing uncertainty of near-term demand requirements of aero-engine and airframe markets based on government responses to the pandemic and ongoing interactions with customers. In the previous 2019 annual goodwill impairment evaluation, this reporting unit had a fair value that exceeded carrying value by approximately i30%. For the
2020 interim impairment analysis, fair value was determined by a quantitative assessment that used a discounted cash flow technique, which represents Level 3 unobservable information in the fair value hierarchy. As a result of the second quarter 2020 interim goodwill impairment evaluation, the Company determined that the fair value of the Forged Products reporting unit was below carrying value, including goodwill, by $i287.0 million. This was primarily due to changes in the timing and
amount of expected cash flows resulting from lower projected revenues, profitability and cash flows due to near-term reductions in commercial aerospace market demand. Consequently, during the second quarter of 2020, the Company recorded a $i287.0 million impairment charge for the partial impairment of the Forged Products reporting unit goodwill, most of which was assigned from the
Company’s 2011 Ladish acquisition that was not deductible for income tax purposes. This goodwill impairment charge was excluded from 2020 HPMC business segment results. Accumulated goodwill impairment losses as of June 30, 2020 and December 31, 2019 were $i528.0 million and $i241.0
million, respectively.
The $i236.4 million of goodwill remaining as of June 30, 2020 on the Company’s consolidated balance sheet is comprised of $i173.4
million at Forged Products and $i63.0 million at Specialty Materials. No indicators of impairment were observed in the second quarter 2020 associated with any other of the Company’s long-lived assets.
Note 6. iJoint
Ventures
The financial results of majority-owned joint ventures are consolidated into the Company’s operating results and financial position, with the minority ownership interest recognized in the consolidated statements of operations as net income attributable to noncontrolling interests, and as equity attributable to the noncontrolling interests within total stockholders’ equity. Investments in which the Company exercises significant influence, but which it does not control (generally a 20% to 50% ownership interest), are accounted for under the equity method of accounting.
Majority-Owned Joint Ventures
STAL:
The
Company has a i60% interest in the Chinese joint venture known as STAL. The remaining i40% interest in STAL is owned by China Baowu
Steel Group Corporation Limited, a state authorized investment company whose equity securities are publicly traded in the People’s Republic of China. STAL is part of ATI’s AA&S segment, and manufactures Precision Rolled Strip stainless products mainly for the electronics, communication equipment, computer and automotive markets located in Asia. Cash and cash equivalents held by STAL as of June 30, 2020 were $i34.9 million.
Next Gen
Alloys LLC:
The Company has a i51% interest in Next Gen Alloys LLC, a joint venture with GE Aviation for the development of a new meltless titanium alloy powder manufacturing technology. The titanium alloy powders are being developed for use in additive manufacturing applications, including 3D printing. Cash and cash equivalents held by this joint venture as of June 30, 2020 were $i4.2
million.
Equity Method Joint Ventures
A&T Stainless:
The Company has a i50% interest in A&T Stainless, a joint venture with an affiliate company of Tsingshan Group (Tsingshan) to produce 60-inch wide stainless sheet products for sale in North America. Tsingshan purchased its i50%
joint venture interest in A&T Stainless in 2018 for $i17.5 million, of which $i12.0 million has been received by ATI. The A&T
Stainless operations include the Company’s previously-idled direct roll and pickle (DRAP) facility in Midland, PA. ATI provides hot-rolling conversion services to A&T Stainless using the AA&S segment’s Hot-Rolling and Processing Facility. ATI accounts for the A&T Stainless joint venture under the equity method of accounting.
In late March 2018, ATI filed for an exclusion from the Section 232 tariffs on behalf of A&T Stainless, which imports semi-finished stainless slab products from Indonesia. In April 2019, the Company learned that this exclusion request was denied by the U.S. Department of Commerce. ATI filed new requests on behalf of A&T Stainless for exclusion from the Section 232 tariffs in October 2019. These
requests were denied by the U.S. Department of Commerce in the second quarter of 2020. A&T Stainless continues to be subject to the 25% tariff levied on its imports of semi-finished stainless slab products from Indonesia.
11
Results of A&T Stainless have been and will continue to be negatively impacted by these tariffs on imported stainless slab products.
On March 31, 2020, ATI announced that A&T Stainless would be idling the DRAP facility in 2020, in an orderly shut down process. Operations at the DRAP facility will continue through early in the third quarter of 2020. A&T Stainless recorded a $i4.8
million charge in the second quarter 2020 for contractual termination benefits as a result of the idling decision. ATI’s share of A&T Stainless results were losses of $i4.6 million and $i8.5
million for the three and six months ended June 30, 2020, respectively, and losses of $i4.0 million and $i7.3
million for the three and six months ended June 30, 2019, respectively, which is included within other income/expense, net, on the consolidated statements of operations. These equity method results are reported in the AA&S segment, with the exception of ATI’s $i2.4 million share of the charge for termination benefits.
During the fourth quarter of 2019, A&T Stainless recorded a $i14.2
million impairment charge on its long-lived assets, of which ATI recognized a $i7.1 million equity loss for its i50% share. In
addition, ATI recorded a $i4.3 million reserve during the fourth quarter of 2019 on its net receivables for working capital advances and administrative services from A&T Stainless. No additional impairment charge on the long-lived assets of A&T Stainless or additional reserve on ATI’s receivables from A&T Stainless, based on ATI’s share of the estimated fair value of the joint venture’s net assets, was considered necessary during the first six months of 2020.
As of June
30, 2020 and December 31, 2019, ATI had net receivables for working capital advances and administrative services, including the $i4.3 million reserve, from A&T Stainless of $i17.6
million and $i32.5 million, respectively. For the June 30, 2020 net receivables, $i2.0 million was reported in prepaid expenses and other current assets and $i15.6
million in other long-term assets on the consolidated balance sheet, while for December 31, 2019, $i8.3 million was reported in prepaid expenses and other current assets and $i24.2
million in other long-term assets. In addition, ATI evaluated the collectability of its remaining $i5.5 million receivable from Tsingshan, which is reported in other long-term assets on the consolidated balance sheet, and concluded that no impairment or loss in expected value exists at this time.
Uniti:
ATI has a ii50/%
interest in the industrial titanium joint venture known as Uniti, with the remaining i50% interest held by VSMPO, a Russian producer of titanium, aluminum, and specialty steel products. Uniti is accounted for under the equity method of accounting. ATI’s share of Uniti’s income was $i0.3
million and $i0.5 million for the three and six months ended June 30, 2020, respectively, and $i0.5
million and $i1.0 million for the three and six months ended June 30, 2019, respectively, which is included in the AA&S segment’s operating results, and within other income/expense, net on the consolidated statements of operations.
Note 7. iSupplemental
Financial Statement Information
i
Other income (expense), net for the three and six months ended June 30, 2020 and 2019 was as follows:
Gains
from disposal of property, plant and equipment, net
i—
i29.1
i2.5
i28.3
Net
equity loss on joint ventures (See Note 6)
(i1.9)
(i3.5)
(i5.6)
(i6.3)
Joint
venture restructuring charges (See Note 6)
(i2.4)
i—
(i2.4)
i—
Loss
from sale of businesses
i—
(ii7.7/)
i—
(i7.7)
Adjustment
to indemnification for conditional ARO costs
i4.3
i—
i4.3
i—
Other
i0.3
i—
i0.3
i—
Total
other income (expense), net
$
i0.5
$
i18.6
$
(i0.4)
$
i15.7
/
Gains
from disposal of property, plant and equipment, net for the six months ended June 30, 2020 include a $i2.5 million gain on the sale of certain oil and gas rights. Gains from disposal of property, plant and equipment, net for the three and six months ended June 30, 2019 include a $ii29.3/
million gain on the sale of certain oil and gas rights. These cash gains are reported as investing activities on the consolidated statements of cash flows for the six months ended June 30, 2020 and June 30, 2019, respectively, and are excluded from segment operating results.
12
In the second quarter of 2020, the Company finalized a settlement agreement for an indemnity claim concerning a conditional asset retirement obligation (ARO) with the buyer of a formerly-owned business and as a result, the
Company reduced ARO reserves by $i4.3 million.
The Company has an Asset Based Lending (ABL) Credit Facility, which is collateralized by the accounts receivable and inventory
of the Company’s domestic operations. The ABL facility, which matures in September 2024, includes a $i500 million revolving credit facility, a letter of credit sub-facility of up to $i200
million, and as of June 30, 2020, a $i200 million term loan (Term Loan). In June 2020, the Company exercised its right to borrow an additional $i100
million under the term loan portion of the ABL, with the same September 2024 maturity date. The Term Loan has an interest rate of i2.0% plus a LIBOR spread and can be prepaid in increments of $i25
million if certain minimum liquidity conditions are satisfied. In addition, the Company has the right to request an increase of up to $i200 million in the maximum amount available under the revolving credit facility for the duration of the ABL. The Company has a $i50
million floating-for-fixed interest rate swap which converts a portion of the Term Loan to a i4.21% fixed interest rate. The swap matures in June 2024.
The applicable interest rate for revolving credit borrowings under the ABL facility includes interest rate spreads based on available borrowing capacity that range between i1.25%
and i1.75% for LIBOR-based borrowings and between i0.25% and i0.75%
for base rate borrowings. The ABL facility contains a financial covenant whereby the Company must maintain a fixed charge coverage ratio of not less than i1.00:i1.00
after an event of default has occurred and is continuing or if the undrawn availability under the ABL revolving credit portion of the facility is less than the greater of (i) $i87.5 million, calculated as i12.5%
of the then applicable maximum advance amount under the revolving credit portion of the ABL and the outstanding Term Loan balance, or (ii) $i62.5 million. The Company was in compliance with the fixed charge coverage ratio covenant at June 30, 2020. Additionally, the
Company must demonstrate minimum liquidity, as calculated in accordance with the terms of the ABL facility, during the i90-day period immediately preceding the stated maturity date of the 4.75% Convertible Notes due 2022 and the 5.875% Notes due 2023.
As of June 30, 2020, there were ino
outstanding borrowings under the revolving portion of the ABL facility, and $i35.2 million was utilized to support the issuance of letters of credit. There were average revolving credit borrowings of $i58
million bearing an average annual interest rate of i2.2% under the ABL facility for the first six months of 2020. There were ino
average revolving credit borrowings for the first six months of 2019.
13
Convertible Notes
In June 2020, the Company issued and sold $i285.0 million aggregate principal amount
of i3.5% Convertible Senior Notes due 2025 (the 2025 Convertible Notes). The Company granted the underwriters a 13-day option to purchase up to an additional $i40.0
million aggregate principal amount of 2025 Convertible Notes on the same terms and conditions to cover over-allotments, if any. The underwriters exercised a portion of this option on June 30, 2020, and the Company completed the offering and sale of an additional $i6.4 million aggregate principal amount of 2025 Convertible Notes on July 2, 2020, subsequent to the end of the second quarter
2020. Interest on the 2025 Convertible Notes at the i3.5% cash coupon rate is payable semi-annually in arrears on each June 15 and December 15, commencing December 15, 2020.
The Company used a portion of the net proceeds from the offering of the 2025 Convertible Notes to repurchase $i203.2
million aggregate principal amount of its outstanding i4.75% Convertible Senior Notes due 2022 (the 2022 Convertible Notes), resulting in a $i21.5
million debt extinguishment charge, which included a $i19.1 million cash make-whole payment related to the early extinguishment of the 2022 Convertible Notes as required by the applicable indenture, and a $i2.4
million charge for deferred debt issue costs. The Company also used $i19.0 million of the net proceeds of the offering of the 2025 Convertible Notes to pay the cost of capped call transactions, described below, which was recorded as a reduction to additional paid-in-capital in stockholders’ equity on the consolidated balance sheet. The remainder of the net proceeds from the offering will be used for general corporate purposes.
The
Company does not have the right to redeem the 2025 Convertible Notes prior to June 15, 2023. On or after June 15, 2023 and prior to the 41st scheduled trading day immediately preceding the maturity date, the Company may redeem all or any portion of the 2025 Convertible Notes, at its option, at a redemption price equal to i100%
of the principal amount thereof, plus any accrued and unpaid interest if the last reported sale price of ATI’s common stock has been at least i130% of the conversion price then in effect for at least i20
trading days (whether or not consecutive) during any i30 consecutive trading day period (including the last trading day of such period) ending on the trading day immediately preceding the date on which ATI provides written notice of redemption.
The initial conversion rate for the 2025 Convertible Notes is 64.5745 shares of ATI common stock per $1,000 principal amount of the 2025 Convertible Notes, equivalent to an initial conversion price of approximately $i15.49
per share. Prior to the close of business on the business day immediately preceding March 15, 2025, the 2025 Convertible Notes will be convertible at the option of the holders of 2025 Convertible Notes only upon the satisfaction of specified conditions and during certain periods. Thereafter, until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2025 Convertible Notes will be convertible at the option of holders of 2025 Convertible Notes at any time regardless of these conditions. Conversions of the 2025 Convertible Notes may be settled in cash, shares of ATI’s common stock or a combination thereof, at ATI’s election.
As a result of this flexible settlement feature of the 2025 Convertible Notes, the embedded conversion option is required to be separately accounted for as a component of stockholders’
equity. The value of the embedded conversion option was determined to be $i50.3 million based on the estimated fair value of comparable senior unsecured debt without the conversion feature, using an income approach of expected present value. The equity component will be amortized as additional non-cash interest expense over the term of the 2025 Convertible Notes using the effective interest method, and is not remeasured as long as it continues to meet the conditions for equity classification. Offering
costs attributable to the debt component totaling $i7.3 million are being amortized to interest expense over the term of the 2025 Convertible Notes, and offering costs attributable to the equity component totaling $i1.6
million were netted within stockholders’ equity. As a result, $i48.7 million of the 2025 Convertible Notes was recorded in additional paid-in-capital in stockholders’ equity ($i50.3
million of the gross $i285.0 million, net of $i1.6 million of allocated offering costs). Including debt issue cost amortization, the 2025 Convertible Notes will have reported
interest expense at an i8.4% rate, higher than the i3.5% cash coupon rate.
Holders of the 2025 Convertible
Notes may require ATI to repurchase their 2025 Convertible Notes upon the occurrence of certain events that constitute a fundamental change under the indenture governing the 2025 Convertible Notes at a purchase price equal to i100% of the principal amount thereof, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In connection with certain corporate events or if ATI issues
a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2025 Convertible Notes in connection with such corporate event or during the relevant redemption period.
In connection with the pricing of the 2025 Convertible Notes, ATI entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates (collectively, the Counterparties). The capped call transactions are expected generally to reduce potential dilution to ATI’s common stock upon any conversion of the 2025 Convertible Notes and/or offset any cash payments ATI is required to make in excess of the principal amount of converted 2025 Convertible
14
Notes,
as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the capped call transactions initially is approximately $i19.76 per share, and is subject to adjustments under the terms of the capped call transactions. ATI entered into additional capped call transactions with the Counterparties related to the additional $i6.4
million aggregate principal amount of the 2025 Convertible Notes issued on July 2, 2020, subsequent to the end of the second quarter 2020.
Note 9. iDerivative Financial Instruments and Hedging
i
As
part of its risk management strategy, the Company, from time-to-time, utilizes derivative financial instruments to manage its exposure to changes in raw material prices, energy costs, foreign currencies, and interest rates. In accordance with applicable accounting standards, the Company accounts for most of these contracts as hedges.
The Company sometimes uses futures and swap contracts to manage exposure to changes in prices for forecasted purchases of raw materials, such as nickel, and
natural gas. Under these contracts, which are generally accounted for as cash flow hedges, the price of the item being hedged is fixed at the time that the contract is entered into, and the Company is obligated to make or receive a payment equal to the net change between this fixed price and the market price at the date the contract matures.
The majority of ATI’s products are sold utilizing raw material surcharges and index mechanisms. However, as of June 30, 2020, the
Company had entered into financial hedging arrangements, primarily at the request of its customers, related to firm orders, for an aggregate notional amount of approximately i5 million pounds of nickel with hedge dates through 2023. The aggregate notional amount hedged is less than i10%
of a single year’s estimated nickel raw material purchase requirements.
At June 30, 2020, the outstanding financial derivatives used to hedge the Company’s exposure to energy cost volatility included natural gas cost hedges. At June 30, 2020, the Company hedged approximately i100%
of the Company’s forecasted domestic requirements for natural gas for the remainder of 2020 and approximately i60% for 2021.
While the majority of the Company’s direct export sales are transacted in U.S. dollars, foreign currency exchange contracts
are used, from time-to-time, to limit transactional exposure to changes in currency exchange rates for those transactions denominated in a non-U.S. currency. The Company sometimes purchases foreign currency forward contracts that permit it to sell specified amounts of foreign currencies expected to be received from its export sales for pre-established U.S. dollar amounts at specified dates. The forward contracts are denominated in the same foreign currencies in which export sales are denominated. These contracts are designated as hedges of the variability in cash flows of a portion of the forecasted future export
sales transactions which otherwise would expose the Company to foreign currency risk, primarily euro. In addition, the Company may also hedge forecasted capital expenditures and designate cash balances held in foreign currencies as hedges of forecasted foreign currency transactions. At June 30, 2020, the Company had ino
significant outstanding foreign currency forward contracts.
The Company may enter into derivative interest rate contracts to maintain a reasonable balance between fixed- and floating-rate debt. The Company has a $i50
million floating-for-fixed interest rate swap which converts a portion of the Term Loan to a i4.21% fixed rate. The swap matures in June 2024. The Company designated the interest rate swap as a cash flow hedge of the Company’s exposure to the variability of the payment of interest on a portion of its Term Loan borrowings. The ineffectiveness at hedge inception, determined from the fair value
of the swap immediately prior to its July 2019 amendment, will be amortized to interest expense over the initial Term Loan swap maturity date of January 12, 2021.
There are no credit risk-related contingent features in the Company’s derivative contracts, and the contracts contained no provisions under which the Company has posted, or would be required to post, collateral. The counterparties to the Company’s derivative contracts
are substantial and creditworthy commercial banks that are recognized market makers. The Company controls its credit exposure by diversifying across multiple counterparties and by monitoring credit ratings and credit default swap spreads of its counterparties. The Company also enters into master netting agreements with counterparties when possible.
/
15
i
The
fair values of the Company’s derivative financial instruments are presented below, representing the gross amounts recognized which are not offset by counterparty or by type of item hedged. All fair values for these derivatives were measured using Level 2 information as defined by the accounting standard hierarchy, which includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs derived principally from or corroborated by observable market data.
Total
derivatives designated as hedging instruments
i8.0
i7.5
Total
liability derivatives
$
i8.0
$
i7.5
/
For
derivative financial instruments that are designated as cash flow hedges, the gain or loss on the derivative is reported as a component of other comprehensive income (OCI) and reclassified into earnings in the same period or periods during which the hedged item affects earnings. For derivative financial instruments that are designated as fair value hedges, changes in the fair value of these derivatives are recognized in current period results and are reported as changes within accrued liabilities and other on the consolidated statements of cash flows. There were no outstanding fair value hedges as of June 30, 2020. The Company did not use net investment hedges for the periods presented. The effects of derivative instruments in the tables below are presented net of related income taxes, excluding any impacts of changes to income
tax valuation allowances affecting results of operations or other comprehensive income, when applicable (see Note 16 for further explanation).
Assuming market prices remain constant with those at June 30, 2020, a pre-tax loss of $i3.1 million is expected to be recognized over the next 12 months.
i
Activity
with regard to derivatives designated as cash flow hedges for the three and six month periods ended June 30, 2020 and 2019 was as follows (in millions):
Amount of Gain (Loss) Recognized in OCI on Derivatives
Amount of Gain (Loss) Reclassified
from Accumulated OCI into Income (a)
(a)The
gains (losses) reclassified from accumulated OCI into income related to the derivatives, with the exception of the interest rate swap, are presented in cost of sales in the same period or periods in which the hedged item affects earnings. The gains (losses) reclassified from accumulated OCI into income on the interest rate swap are presented in interest expense in the same period as the interest expense on the Term Loan is recognized in earnings.
The disclosures of gains or losses presented above for nickel and other raw material contracts and foreign currency contracts do not take into account the anticipated underlying transactions. Since these derivative contracts
represent hedges, the net effect of any gain or loss on results of operations may be fully or partially offset.
Note 10. iFair Value of Financial Instruments
i
The
estimated fair value of financial instruments at June 30, 2020 was as follows:
Fair Value Measurements at Reporting Date Using
(In
millions)
Total Carrying Amount
Total Estimated Fair Value
Quoted Prices in Active Markets for Identical Assets (Level 1)
Significant Observable Inputs (Level 2)
Cash and cash equivalents
$
i539.1
$
i539.1
$
i539.1
$
i—
Derivative
financial instruments:
Assets
i1.5
i1.5
i—
i1.5
Liabilities
i8.0
i8.0
i—
i8.0
Debt
(a)
i1,596.1
i1,563.8
i1,336.9
i226.9
The
estimated fair value of financial instruments at December 31, 2019 was as follows:
Fair Value Measurements at Reporting Date Using
(In
millions)
Total Carrying Amount
Total Estimated Fair Value
Quoted Prices in Active Markets for Identical Assets (Level 1)
Significant Observable Inputs (Level 2)
Cash and cash equivalents
$
i490.8
$
i490.8
$
i490.8
$
i—
Derivative
financial instruments:
Assets
i5.6
i5.6
i—
i5.6
Liabilities
i7.5
i7.5
i—
i7.5
Debt
(a)
i1,411.2
i1,676.5
i1,552.8
i123.7
(a)The
total carrying amount for debt for both periods excludes debt issuance costs related to the recognized debt liability which is presented in the consolidated balance sheet as a direct reduction from the carrying amount of the debt liability. The June 30, 2020 debt carrying value includes $i50.3 million recorded in stockholders’ equity for a portion of the 2025 Convertible Notes due to the flexible settlement feature of the notes (see Note 8).
/
17
In
accordance with accounting standards, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards established three levels of a fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – 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 – 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 availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.
The
following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:
Cash and cash equivalents: Fair value was determined using Level 1 information.
Derivative financial instruments: Fair values for derivatives were measured using exchange-traded prices for the hedged items. The fair value was determined using Level 2 information, including consideration of counterparty risk and the Company’s credit risk.
Short-term and long-term debt: The fair values of the Company’s publicly traded debt were based on Level 1 information. The fair
values of the other short-term and long-term debt were determined using Level 2 information.
Note 11. iRetirement Benefits
iThe
Company has defined contribution retirement plans or defined benefit pension plans covering substantially all employees. Company contributions to defined contribution retirement plans are generally based on a percentage of eligible pay or based on hours worked. Benefits under the defined benefit pension plans are generally based on years of service and/or final average pay. The Company funds the U.S. pension plans in accordance with the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code (IRC). The Company also sponsors several postretirement plans covering certain collectively-bargained salaried and hourly employees. The plans provide health care and life insurance benefits for eligible retirees. In most retiree health care plans, Company contributions
towards premiums are capped based on the cost as of a certain date, thereby creating a defined contribution. All defined benefit pension and retiree health care plans are closed to new entrants.
i
For the three month periods ended June 30, 2020 and 2019, the components of pension and other postretirement benefit expense for the
Company’s defined benefit plans included the following (in millions):
For
the six month periods ended June 30, 2020 and 2019, the components of pension and other postretirement benefit expense for the Company’s defined benefit plans included the following (in millions):
The provision for income taxes for the second quarter and six months ended June 30, 2020 was $i92.6
million, or (i28.3)%, and $i103.4 million, or (i35.3)%,
respectively, of loss before taxes. In the second quarter 2020, ATI recorded a $i99.0 million deferred tax asset valuation allowance on its U.S. federal and state tax attributes. The Company entered into a three-year cumulative loss within the United States as of June 30, 2020, limiting the
Company’s ability to utilize future projections when analyzing the need for a valuation allowance therefore limiting sources of income as part of the analysis. The Company continues to be unable to make a reliable estimate of the annual effective tax rate, as significant changes in projected results for the Company’s domestic operations could produce a significant variation in its annual effective tax rate. The tax provision for the second quarter 2019 and the six months ended June 30, 2019 was $i5.8
million, or i6.9%, and $i6.6 million, or i6.5%,
respectively, of income before taxes, due to deferred tax asset valuation allowances in the United States.
The Company has analyzed the impacts of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) that was enacted on March 27, 2020 and has determined that the impact does not result in a material income tax expense or benefit. The Company continues to evaluate the overall changes between the deferred tax asset classifications of interest, pension and net operating losses resulting from the CARES Act.
Note
13. iBusiness Segments
Effective January 1, 2020, the Company began operating under iitwo/
revised business segments: High Performance Materials & Components (HPMC) and Advanced Alloys & Solutions (AA&S). HPMC is now comprised of the Specialty Materials and Forged Products businesses, as well as our ATI Europe distribution operations. The updated HPMC segment intensifies its primary focus on maximizing aero-engine materials and components growth, with more than i80% of its revenue derived from the aerospace and defense markets. The new AA&S segment combines our Specialty Alloys & Components (SAC) business, including the primary titanium operations in Richland,
WA and Albany, OR, with ATI’s former Flat Rolled Products (FRP) business segment, which included the FRP business, the i60%-owned STAL joint venture, and the Uniti and A&T Stainless ii50/%-owned
joint ventures that are reported in AA&S segment results under the equity method of accounting. AA&S is focused on delivering high-value flat products primarily to the energy, aerospace, and defense end-markets, which comprise over i50% of its revenue. AA&S was created to align melting technologies with hot-rolling capabilities to produce products with faster flow times and lower costs. Financial results of our aerospace-grade titanium plate products also transferred from HPMC to AA&S effective January 1, 2020. All segment
reporting information for 2020 and prior periods below reflect these two revised business segments.
19
The measure of segment operating profit, which is used to analyze the performance and results of the business segments, excludes all effects of LIFO inventory accounting and any related changes in net realizable value inventory reserves which offset the Company’s aggregate net debit LIFO valuation balance, income taxes, corporate expenses, net interest expense, closed operations and other expenses, charges for goodwill impairment (see Note 5), restructuring and other charges (see Note 14), debt extinguishment charges and non-operating gains
and losses. Management believes segment operating profit, as defined, provides an appropriate measure of controllable operating results at the business segment level. iFollowing is certain financial information with respect to the Company’s business segments for the periods indicated (in millions):
Corporate
expenses were lower for the second quarter and first six months of 2020 compared to 2019 primarily due to lower incentive compensation expense based on expected performance versus targeted metrics, and lower expenses resulting from cost reduction actions. Closed operations and other expenses were lower in the second quarter and first six months of 2020 compared to 2019, as the second quarter of 2020 benefited by $i4.3 million from settlements of contract
indemnity obligations, along with foreign currency gains and lower legal, environmental, and retirement benefit expense of closed operations, compared to the prior year period.
The $i2.5 million gain on asset sales, net for the six months ended June 30, 2020 consists of a gain on the sale of certain oil and gas rights (see Note 7). The $ii21.6/
million gain on asset sales, net for the three and six months ended June 30, 2019 consists of a $ii29.3/
million gain on the sale of certain oil and gas rights, partially offset by a $ii7.7/
million loss on the sale of two non-core forging facilities, located in Portland, IN and Lebanon, KY.
20
Note 14. iRestructuring
For
the second quarter and six months ended June 30, 2020, the Company recorded restructuring charges of $i16.7 million and $i24.7
million, respectively, which are presented as restructuring charges in the consolidated statements of operations. These charges were a result of workforce right-sizing actions to better match the Company’s cost structure to expected demand, primarily as a result of economic challenges created by the COVID-19 pandemic. For the second quarter of 2020, these charges are comprised of severance obligations for the elimination of approximately i550 positions
for both involuntary reductions and voluntary retirement incentive programs related to both salary and hourly employees in the HPMC segment. For the six months ended June 30, 2020, these charges also include severance obligations for the reduction of approximately i90 positions for a voluntary retirement incentive program completed in the first quarter of 2020 for eligible salaried employees, building on the previously announced restructuring program in the fourth quarter of 2019.
Reserves
for restructuring charges at June 30, 2020 consist of severance costs incurred in the fourth quarter 2019 and the first half of 2020, which are expected to be substantially paid by mid-2021. iRestructuring reserves activity is as follows:
Of this $i26.4
million restructuring reserve balance at June 30, 2020, $i25.6 million is recorded in other current liabilities and $i0.8 million is recorded in other long-term
liabilities on the consolidated balance sheet.
Note 15. iPer Share Information
i
The
following table sets forth the computation of basic and diluted income (loss) per common share:
Numerator
for basic (loss) income per common share –
Net (loss) income attributable to ATI
$
(i422.6)
$
i75.1
$
(i401.5)
$
i90.1
Effect
of dilutive securities:
4.75% Convertible Senior Notes due 2022
i—
i3.2
i—
i6.5
3.5%
Convertible Senior Notes due 2025
i—
i—
i—
i—
Numerator
for diluted (loss) income per common share –
Net (loss) income attributable to ATI after assumed conversions
$
(i422.6)
$
i78.3
$
(i401.5)
$
i96.6
Denominator:
Denominator
for basic net (loss) income per common share – weighted average shares
i126.6
i125.9
i126.4
i125.7
Effect
of dilutive securities:
Share-based compensation
i—
i0.6
i—
i0.6
4.75%
Convertible Senior Notes due 2022
i—
i19.9
i—
i19.9
3.5%
Convertible Senior Notes due 2025
i—
i—
i—
i—
Denominator
for diluted net (loss) income per common share – adjusted weighted average shares and assumed conversions
i126.6
i146.4
i126.4
i146.2
Basic
net (loss) income attributable to ATI per common share
$
(i3.34)
$
i0.60
$
(i3.18)
$
i0.72
Diluted
net (loss) income attributable to ATI per common share
$
(i3.34)
$
i0.54
$
(i3.18)
$
i0.66
/
Common
stock that would be issuable upon the assumed conversion of the 2022 Convertible Notes and the 2025 Convertible Notes and other option equivalents and contingently issuable shares are excluded from the computation of contingently issuable shares, and therefore, from the denominator for diluted earnings per share, if the effect of inclusion is anti-dilutive. There were
21
i20.5
million and i20.4 million anti-dilutive shares for the three and six month periods ended June 30, 2020, respectively. There were iino/
anti-dilutive shares for the three and six months periods ended June 30, 2019.
Note 16. iAccumulated Other Comprehensive Income (Loss)
i
The
changes in accumulated other comprehensive income (loss) (AOCI) by component, net of tax, for the three month period ended June 30, 2020 were as follows (in millions):
The
changes in accumulated other comprehensive income (loss) (AOCI) by component, net of tax, for the six month period ended June 30, 2020 were as follows (in millions):
(a)Amounts
were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 11).
(b)No amounts were reclassified to earnings.
(c)Amounts related to derivatives are included in cost of goods sold or interest expense in the period or periods the hedged item affects earnings (see Note 9).
(d)Represents the net change in deferred tax asset valuation allowances on changes in AOCI balances between the balance sheet dates.
/
22
The
changes in AOCI by component, net of tax, for the three month period ended June 30, 2019 were as follows (in millions):
(a)Amounts
were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 11).
(b)No amounts were reclassified to earnings.
(c)Amounts related to derivatives are included in cost of goods sold in the period or periods the hedged item affects earnings (see Note 9).
(d)Represents the net change in deferred tax asset valuation allowances on changes in AOCI balances between the balance sheet dates.
Other comprehensive income (loss) amounts (OCI) reported above by category are net of applicable income tax expense (benefit) for each year presented. Income tax expense (benefit) on OCI items is recorded as a change in a deferred tax asset or liability. Amounts recognized in OCI include the impact of
any deferred tax asset valuation allowances, when applicable. Foreign currency translation adjustments, including those pertaining to noncontrolling interests, are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries.
23
i
Reclassifications
out of AOCI for the three and six month periods ended June 30, 2020 and 2019 were as follows:
(a)Amounts are reported in nonoperating retirement benefit expense (see Note 11).
(b)Amounts related to derivatives, with the exception of the interest rate swap, are included in cost of goods sold in the period or periods the hedged item affects earnings. Amounts related to the interest rate swap are included in interest expense in the same period as the interest expense on the Term Loan is recognized in earnings (see Note 8).
(c)For
pretax items, positive amounts are income and negative amounts are expense in terms of the impact to net income. Tax effects are presented in conformity with ATI’s presentation in the consolidated statements of operations.
(d)These amounts exclude the impact of any deferred tax asset valuation allowances, when applicable.
/
Note 17. iCommitments
and Contingencies
The Company is subject to various domestic and international environmental laws and regulations that govern the discharge of pollutants and disposal of wastes, and which may require that it investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations. The Company could incur substantial cleanup costs, fines, and civil or criminal sanctions, third party property damage or personal injury claims as a result of violations or liabilities under these laws or noncompliance with environmental permits required at its facilities. The Company is currently involved in the investigation
and remediation of a number of its current and former sites, as well as third party sites.
iEnvironmental liabilities are recorded when the Company’s liability is probable and the costs are reasonably estimable. In many cases, however, the Company is not able to determine whether it is liable or, if liability is probable, to reasonably estimate the loss or range of loss. Estimates of the
Company’s liability remain subject to additional uncertainties, including the nature and extent of site contamination, available remediation alternatives, the extent of corrective actions that may be required, and the number, participation, and financial condition of other potentially responsible parties (PRPs). The Company adjusts its accruals to reflect new information as appropriate. Future adjustments could have a material adverse effect on the Company’s consolidated results of operations in a given period, but the Company cannot reliably predict the amounts of such future adjustments.
At June 30, 2020,
the Company’s reserves for environmental remediation obligations totaled approximately $i15 million, of which $i5
million was included in other current liabilities. The reserve includes estimated probable future costs of $i3 million for federal Superfund and comparable state-managed sites; $i10
million for formerly owned or operated sites for which the Company has remediation or indemnification obligations; $i1 million for owned or controlled sites at which Company operations have been discontinued; and $i1
million for sites utilized by the Company in its ongoing operations. The timing of expenditures depends on a number of factors that vary by site. The Company expects that it will expend present accruals over
24
many years and that remediation of all sites with which it has been identified will be completed within thirty years. The Company continues to evaluate whether it may be able to recover a portion of past and future costs for environmental liabilities from third parties and to pursue such recoveries
where appropriate.
Based on currently available information, it is reasonably possible that costs for recorded matters may exceed the Company’s recorded reserves by as much as $i16 million. Future investigation or remediation activities may result in the discovery of additional hazardous materials, potentially higher levels of contamination than discovered during prior investigation, and may impact costs of the success
or lack thereof in remedial solutions. Therefore, future developments, administrative actions or liabilities relating to environmental matters could have a material adverse effect on the Company’s consolidated financial condition or results of operations.
A number of other lawsuits, claims and proceedings have been or may be asserted against the Company relating to the conduct of its currently and formerly owned businesses, including those pertaining to product liability, environmental, health and safety matters and occupational disease (including as each relates to alleged asbestos exposure), as well as patent infringement, commercial, government contracting, construction, employment, employee and retiree benefits, taxes, environmental, and stockholder
and corporate governance matters. While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial condition or liquidity, although the resolution in any reporting period of one or more of these matters could have a material adverse effect on the Company’s consolidated results of operations for that period.
Allegheny Technologies Incorporated and its subsidiary, ATI Titanium LLC (“ATI Titanium”), are parties to a lawsuit
captioned US Magnesium, LLC v. ATI Titanium LLC (Case No. 2:17-cv-00923-DB) and filed in federal district court in Salt Lake City, UT, pertaining to a Supply and Operating Agreement between US Magnesium LLC (“USM”) and ATI Titanium entered into in 2006 (the “Supply Agreement”). In 2016, ATI Titanium notified USM that it would suspend performance under the Supply Agreement in reliance on certain terms and conditions included in the Supply Agreement. USM subsequently filed a claim challenging ATI Titanium’s right to suspend performance under the Supply Agreement, claiming that such suspension was a material breach of the Supply Agreement and seeking monetary damages, and ATI Titanium filed a counterclaim for breach of contract against USM. In 2018, USM obtained leave of the court to add Allegheny Technologies Incorporated as a separate party defendant, and ATI Titanium
filed a motion to dismiss the claim against Allegheny Technologies Incorporated, which the court denied on April 19, 2019. The case is proceeding through discovery, and while ATI intends to vigorously defend against and pursue these claims, it cannot predict their outcomes at this time.
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
ATI is a global manufacturer of technically advanced
specialty materials and complex components. Our largest markets are aerospace & defense, representing approximately 50% of total sales, led by products for jet engines. Additionally, we have a strong presence in the energy markets, including oil & gas, hydrocarbon and chemical processing, and electrical energy. In aggregate, these markets represent about 70% of our revenue. ATI is a market leader in manufacturing differentiated products that require our materials science capabilities and unique process technologies, including our new product development competence. Our capabilities range from cast/wrought and powder alloy development to final production of highly engineered finished components, including those used for next-generation jet engine forgings and 3D-printed aerospace products.
Effective January 1, 2020, we began operating under two
revised business segments: High Performance Materials & Components (HPMC) and Advanced Alloys & Solutions (AA&S). HPMC is now comprised of the Specialty Materials and Forged Products businesses, as well as the ATI Europe distribution operations. The new AA&S segment combines the Specialty Alloys & Components (SAC) business, including our primary titanium operations in Richland, WA and Albany, OR, with ATI’s former Flat Rolled Products (FRP) business segment, which included the FRP business, the 60%-owned Shanghai STAL Precision Stainless Steel Company Limited (STAL), and the Uniti LLC (Uniti) and Allegheny & Tsingshan Stainless (A&T Stainless) 50%-owned joint ventures that are reported in AA&S segment results under the equity method of accounting. Financial results of aerospace-grade titanium plate products also transferred from HPMC to AA&S effective January 1, 2020. All segment
reporting information for 2020 and prior periods presented below reflect these two revised business segments.
ATI reported second quarter 2020 sales of $770.3 million and a loss before tax of $327.3 million, compared to sales of $1.1 billion and income before tax of $84.3 million for the second quarter of 2019. Results in 2019 included $40 million of sales and minimal segment operating profit related to the divested titanium investment castings and industrial forgings businesses. Our gross profit for the second quarter of 2020 was $74.7 million, or 9.7% of sales, a $103.0 million decrease, and a 670 basis
25
point decrease, compared to the second quarter 2019, largely due to weakened market conditions resulting
from the COVID-19 pandemic.
Second quarter 2020 results included $327.6 million of pretax charges, all of which are excluded from segment results and consisted of the following:
•$287.0 million for impairment of a portion of goodwill at our Forged Products operations,
•$21.5 million for debt extinguishment on $203.2 million, or 71%, of the principal balance of the outstanding 4.75% Convertible Senior Notes due 2022 (the 2022 Convertible Notes),
•$16.7 million of restructuring charges for severance for hourly and salary employees, and
•$2.4 million of severance charges at our A&T Stainless joint venture.
The
goodwill impairment and restructuring charges are included in operating income (loss) on the consolidated statements of operations, which was an operating loss of $273.4 million for the second quarter 2020, compared to operating income of $110.0 million for the second quarter 2019.
Nonoperating items included a reduction in nonoperating retirement benefit expense of approximately $7 million in the second quarter 2020, compared to the prior year period. Second quarter 2019 other (nonoperating) income included $21.6 million in gains from non-core asset sales, consisting of a $29.3 million gain to monetize oil and gas rights, partially offset by a $7.7 million loss on the sale of our industrial forgings business. In the second quarter 2020, we recorded a $i99.0
million deferred tax asset valuation allowance on our U.S. federal and state tax attributes, due to a three-year cumulative loss position. Net loss attributable to ATI was $422.6 million, or ($3.34) per share, in the second quarter of 2020, compared to net income attributable to ATI of $75.1 million, or $0.54 per share, for the second quarter of 2019. Adjusted EBITDA was $57.6 million, or 7.5% of sales, for the second quarter 2020, and $149.1 million, or 13.8% of sales, for the prior year quarter. See the Financial Condition and Liquidity section of Management’s Discussion and Analysis for these non-GAAP definitions and calculations.
Second quarter results reflect the weakened market conditions resulting from the COVID-19 pandemic. We maintained our solid cash and liquidity positions during the second quarter 2020, and issued $285 million aggregate principal amount of new, five-year convertible debt
in June 2020 to partially retire our 2022 Convertible Notes while lowering cash interest costs and reducing future stockholder dilution. We also repaid the $300 million of revolving credit facility borrowings that were outstanding at the end of first quarter 2020, and exercised our option to draw another $100 million term loan within our asset based lending credit facility. These actions are further discussed in the Financial Condition and Liquidity section of Management’s Discussion and Analysis.
As discussed above, at the start of 2020, ATI realigned its business segments to streamline operations and unlock synergies, and proactively implemented workforce reduction initiatives in the fourth quarter 2019 and again in both the first and second quarters of 2020 to better match our cost structure to expected demand. To date, we have implemented plans to reduce company-wide employment levels by approximately
800 people, or about 10% of our total workforce. To help further mitigate the financial impact from reduced aerospace and consumer demand levels stemming from the COVID-19 pandemic, we also implemented additional cost reduction efforts in the second quarter 2020 including the temporary idling of operations to reduce costs and inventory, salary reductions to a substantial portion of our staff, reductions in 401(k) benefits for nearly all employees, furlough of non-essential positions, and significant reductions in capital expenditures and corporate expenses. Overall, ATI expects $140 million to $160 million of 2020 cost reductions. These actions provide a strong foundation to respond to the economic challenges created by the COVID-19 pandemic. We will continue to evaluate our demand levels and operating rates and may take additional actions as warranted.
Compared to the second quarter 2019, sales decreased
44% in the HPMC business segment and decreased 14% in the AA&S business segment. HPMC sales declined by 5% as a result of the titanium investment castings and industrial forgings businesses divested in 2019. Sales to the aerospace & defense markets, which represented 84% of second quarter 2020 HPMC sales, were 43% lower, primarily resulting from a 50% decrease in sales to the commercial aerospace market, partially offset by an increase in the government aerospace & defense markets. Divested businesses accounted for 4% of the HPMC aerospace & defense sales decline. Compared to the prior year period, lower AA&S sales were largely due to 20% declines in both the energy and commercial aerospace markets, as well lower sales to the automotive market.
Results for the first six months of 2020 were sales of $1.73 billion and loss before tax of $292.9 million, compared to sales of $2.09 billion
and income before tax of $101.4 million for the first six months of 2019. Our gross profit was $209.5 million,
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or 12.1% of sales, a $99.3 million decline compared to the first six months of 2019, reflecting COVID-19 impacts. The 2020 results include the $327.6 million of charges recorded in the second quarter 2020 discussed above as well as an $8.0 million restructuring charge recorded in the first quarter of 2020, which is excluded from segment results, for severance obligations for a voluntary retirement incentive program for eligible salaried employees.
Nonoperating items included a reduction in nonoperating retirement benefit expense of approximately $14 million for the first half 2020, compared to the
prior year period. Other (nonoperating) income for the first half 2019 included the second quarter 2019 gains on non-core asset sales discussed above. Results for the six months 2020 include the $i99.0 million deferred tax asset valuation allowance on our U.S. federal and state tax attributes recorded in the second quarter 2020. Net loss attributable to ATI was $401.5 million, or ($3.18) per share, in the first six months of 2020, compared to net income attributable to
ATI of $90.1 million, or $0.66 per share, for the first six months of 2019.
Compared to the first six months of 2019, sales decreased 30% in the HPMC business segment and 5% in the AA&S business segment. Sales to the aerospace & defense markets in the HPMC segment were 28% lower than the first six months of 2019, due to declines in the commercial aerospace market. AA&S sales reflect lower sales in both the energy and automotive markets.
ATI’s sales to the aerospace & defense markets decreased 36%, to $365.6 million in the second quarter 2020, compared to the second quarter 2019, with a 4% decline from divestitures. HPMC sales of next-generation jet engine products, which represented 41% of total second quarter 2020 HPMC jet engine product sales, decreased 64% compared to the second quarter 2019 with 4% of this decline from divestitures.
Comparative
information for our overall revenues (in millions) by end market, including divested businesses prior to sale, and their respective percentages of total revenues for the three and six month periods ended June 30, 2020 and 2019 were as follows:
*Includes
the oil & gas, hydrocarbon and chemical processing, and electrical energy markets.
For the second quarter 2020, international sales of $293 million, or 38% of total sales, decreased compared to $440 million, or 41% of total sales in the second quarter 2019. ATI’s international sales are mostly to the aerospace, energy, automotive and medical markets.
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Sales of our high-value products represented 83% and 84% of total sales, the majority of which were consumed by our aerospace & defense customers, for the three and six months ended June 30, 2020, respectively. Comparative information for our major high-value and standard products,
including divested business prior to sale, based on their percentages of revenues is as follows:
Segment operating profit for the second quarter 2020 was $27.3 million, or 3.5% of sales, compared to segment operating profit of $114.5 million, or 10.6% of sales, for the second quarter of 2019. For the first six months of 2020, segment operating profit was $108.5 million, or 6.3% of sales, compared to segment operating profit of $176.2 million, or 8.5% of sales,
for the first six months of 2019. Our measure of segment operating profit, which we use to analyze the performance and results of our business segments, excludes all effects of last in, first out (LIFO) inventory accounting and any related changes in net realizable value (NRV) inventory reserves, income taxes, corporate expenses, net interest expense, closed operations and other expenses, charges for goodwill impairment, restructuring and other charges, debt extinguishment charges and non-operating gains and losses. Results on our management basis of reporting were as follows (in millions):
Second quarter 2020 sales were $300.7 million, decreasing 44% compared to the second quarter 2019, with a 5% decline from business divestitures. Sales to the aerospace and defense markets, which were 84% of second quarter 2020 HPMC sales, were 43% lower, reflecting a 50% decrease in sales to the commercial aerospace market, partially offset by a 35% increase in government aerospace & defense sales. Aerospace & defense markets sales were 4% lower due to 2019 business divestitures. Sales of next-generation jet engine products, which represented 41% of total first second 2020 HPMC jet engine product sales, decreased 64% compared to the second quarter 2019 with 4% of this decline from divestitures.
Comparative information for our HPMC segment revenues (in millions)
by market, including divested businesses prior to sale, and their respective percentages of the segment’s overall revenues for the three month periods ended June 30, 2020 and 2019 is as follows:
*Includes
the oil & gas, hydrocarbon and chemical processing, and electrical energy markets.
International sales represented 45% of total segment sales for the second quarter 2020. Comparative information for the HPMC segment’s major product categories, including divested businesses prior to sale, based on their percentages of revenue for the three months ended June 30, 2020 and 2019, is as follows:
Segment operating profit in the second quarter 2020 decreased to $9.2 million, or 3.1% of total sales, compared to $78.4 million, or 14.7% of total sales, for the second quarter 2019. Lower overall demand and reduced asset utilization rates negatively impacted operating margins.
HPMC financial
results have significantly weakened in the second quarter 2020 due to demand disruptions in the aerospace & defense and energy markets as a result of the COVID-19 pandemic. Most production facilities operated at lower utilization rates, leading to cost inefficiencies, along with weaker profit margins due to intense market competition. These market conditions are presently expected to continue for at least the remainder of 2020.
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Sales for the first six months of 2020 were $721.0 million compared to $1.03 billion for the first six months of 2019. Declines were noted across most major markets, including a 32% decline in the commercial aerospace market, partially offset by a 19% increase in government aerospace & defense
market sales. Energy markets sales were 24% lower.
Comparative information for our HPMC segment revenues (in millions) by market, including divested businesses prior to sale, and their respective percentages of the segment’s overall revenues for the six month periods ended June 30, 2020 and 2019 is as follows:
*Includes
the oil & gas, hydrocarbon and chemical processing, and electrical energy markets.
International sales represented 45% of total segment sales for first six months of 2020. Comparative information for the HPMC segment’s major product categories, including divested businesses prior to sale, based on their percentages of revenue for the six months ended June 30, 2020 and 2019, is as follows:
Segment operating profit in the first six months of 2020 decreased to $66.3 million, or 9.2% of total sales, compared to $130.1 million, or 12.6% of total sales, for the first six months of 2019. Results
for 2020 reflect lower overall demand and reduced asset utilization rates which negatively impacted operating margins. The first six months of 2019 results were impacted by unexpected short-term operational headwinds, including disruption in third party nickel powder billet supply and steep and rapid drop in cobalt prices.
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Advanced Alloys & Solutions Segment
Second quarter 2020 sales were $469.6 million, decreasing 14% compared to the second quarter 2019, primarily due to 20% declines in both the commercial aerospace market and energy markets as well as a 30% decline in the automotive market, partially offset by higher sales in the government aerospace & defense
market and higher Hot-Rolling and Processing Facility (HRPF) conversion services billings. Sales of high-value products were 8% lower, largely due to an 18% decline in precision rolled strip products and a 6% decline in nickel-based alloys and specialty alloys.
Comparative information for our AA&S segment revenues (in millions) by market and their respective percentages of the segment’s overall revenues for the three month periods ended June 30, 2020 and 2019 is as follows:
*Includes
the oil & gas, hydrocarbon and chemical processing, and electrical energy markets.
International sales represented 34% of total segment sales for the second quarter 2020. Comparative information for the AA&S segment’s major product categories, based on their percentages of revenue for the three months ended June 30, 2020 and 2019, are presented in the following table. HRPF conversion service sales are excluded from this presentation.
Segment operating profit was $18.1 million, or 3.9% of sales, for the second quarter 2020, compared to $36.1 million, or 6.6% of sales, for the second quarter 2019. AA&S segment results for the second quarter 2020 compared to the prior year period reflects lower retirement benefit expense of approximately $5 million. Results at our Specialty Alloys
& Components business improved year-over-year primarily due to government aerospace & defense sales. Results in the second quarter 2020 and 2019 also include $2.2 million and $4.0 million, respectively, in losses from the A&T Stainless joint venture operations. On March 31, 2020, ATI announced that A&T Stainless would be idling ATI’s previously idled direct roll and pickle (DRAP) facility in Midland, PA in 2020, in an orderly shut down process, due to a lack of relief from Section 232 tariffs. Operations at the DRAP facility will continue through early in the third quarter of 2020. A $2.4 million charge for ATI’s portion of a severance charge recorded by the A&T Stainless joint venture in the second quarter 2020 was excluded from segment results.
AA&S financial results have significantly weakened in the second quarter 2020 due to demand disruptions
in the aerospace, energy and general industrial markets as a result of the COVID-19 pandemic. Lower utilization rates have resulted at most production facilities, leading to cost inefficiencies, along with weaker profit margins due to intense market competition. These market conditions are presently expected to continue for at least the remainder of 2020.
Sales for the first six months of 2020 were $1.00 billion compared to $1.06 billion for the first six month of 2019. The sales decline was primarily due to an 11% decline in the commercial aerospace market, a 9% decline in the energy markets and a 14% decline in the automotive market, partially offset by higher sales in the government aerospace & defense market and
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higher
HRPF conversion services billings. Sales of high-value products were 7% lower, largely due to a 13% decline in precision rolled strip products and a 12% decline in nickel-based alloys and specialty alloys.
Comparative information for our AA&S segment revenues (in millions) by market and their respective percentages of the segment’s overall revenues for the six month periods ended June 30, 2020 and 2019 is as follows:
*Includes
the oil & gas, hydrocarbon and chemical processing, and electrical energy markets.
International sales represented 31% of total segment sales for the first six months of 2020. Comparative information for the AA&S segment’s major product categories, based on their percentages of revenue for the six months ended June 30, 2020 and 2019, are presented in the following table. HRPF conversion service sales are excluded from this presentation.
Segment
operating profit was $42.2 million, or 4.2% of sales, for the first six months of 2020, compared to $46.1 million, or 4.4% of sales, for the first six months of 2019. AA&S segment results for the first half of 2020 compared to the prior year period reflects lower retirement benefit expense of approximately $10 million. Results at our Specialty Alloys & Components business improved year-over-year primarily due to government aerospace & defense sales. The first half of 2019 results also reflected unexpected short-term operational headwinds, including cost inefficiencies, particularly in our commodity stainless products business in the United States.
Corporate Items
There was no net effect on our results of operations for
changes in LIFO and NRV inventory reserves for the second quarter and six months of 2020 and the second quarter of 2019. The net effect of changes in LIFO and NRV inventory reserves for the six months of 2019 was expense of $0.1 million. For the second quarter and six months of 2020, LIFO inventory valuation reserve benefits of $2.0 million and $14.0 million, respectively, were offset by increases of the same magnitude in NRV inventory reserves, which are required to offset the Company’s aggregate net debit LIFO inventory balance that exceeds current inventory replacement cost. For the second quarter and six months of 2019, LIFO inventory valuation reserve charges of $4.0 million and $5.8 million, respectively, were offset by reductions of $4.0 million and $5.9 million, respectively, in NRV inventory reserves.
Corporate
expenses for the second quarter of 2020 were $7.7 million, compared to $18.0 million for the second quarter 2019. For the six months ended June 30, 2020, corporate expenses were $20.5 million, decreasing from $34.6 million for the six months ended June 30, 2019. This decrease was primarily due to lower incentive compensation expense based on expected performance versus targeted metrics, and lower expenses resulting from cost reduction actions.
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Closed operations and other income/expenses for the second quarter 2020 was income of $2.4 million, compared to expense of $7.9 million for the second quarter 2019. For the six months ended June
30, 2020, closed operations and other expenses decreased to $4.2 million, compared to $11.0 million for the comparable period. The second quarter of 2020 benefited by $4.3 million from settlements of contract indemnity obligations, along with foreign currency gains and lower legal, environmental, and retirement benefit costs of closed operations, compared to the prior year period.
A $16.7 million restructuring charge for voluntary and involuntary severance programs was recorded in the second quarter 2020. For the six months of 2020, an additional $8.0 million restructuring charge was recorded in the first quarter of 2020 for a voluntary retirement incentive program for eligible salaried employees. These charges are comprised of severance obligations for the elimination of approximately 550 positions for both involuntary reductions
and voluntary retirement incentive programs related to both salary and hourly employees in the HPMC segment, in the second quarter of 2020, as well as the reduction of approximately 90 positions for a voluntary retirement incentive program for eligible salaried employees in the first quarter of 2020. Once fully implemented, these combined cost reduction programs are expected to generate annualized benefits of approximately $50 million. Costs for these programs are expected to be paid through mid-2021 based on the timing of the benefits provided. In addition, the A&T Stainless joint venture recorded a $4.8 million charge in the second quarter 2020 for contractual termination benefits, and ATI recognized a $2.4 million charge in the second quarter 2020 for its equity method share of these termination benefits. These charges are excluded from segment operating results.
In the second quarter 2020, due to demand disruptions
to the global commercial aerospace market resulting from the COVID-19 pandemic and changes in near-term demand requirements of aero-engine and airframe markets, ATI conducted an interim test for goodwill impairment at our Forged Products operations, and recognized a $287.0 million charge for the partial impairment of goodwill, while retaining $173.4 million of goodwill for this profitable business with good long-term growth prospects. This goodwill impairment charge is excluded from HPMC segment operating results.
During the first six months of 2020, we recognized a $2.5 million cash gain for the sale of certain oil and gas rights. This non-core asset sale gain is reported in other expense, net, on the consolidated statement of operations and is excluded from segment operating results. During the second quarter of 2019, we completed the sale of two non-core forging facilities and recognized a $7.7 million pre-tax loss for
the second quarter ended June 30, 2019 on the sale of this business. Also during the second quarter of 2019, we recognized a $29.3 million cash gain on the sale of a portion of our oil and gas rights. Second quarter 2019 results include $21.6 million in net pretax gains from these non-core asset sales which are reported in other income, net, on the consolidated statement of operations for second quarter ended June 30, 2019 and are excluded from segment operating results.
In June 2020, ATI issued $285.0 million of 3.5% Convertible Senior Notes due 2025 (the 2025 Convertible Notes), and used the majority of the proceeds to repurchase approximately $203.2 million aggregate principal amount of the outstanding principal balance of our 2022 Convertible Notes. A $21.5 million debt extinguishment charge was recognized
for this action.
Interest expense, net of interest income, in the second quarter 2020 was $21.7 million, compared to net interest expense of $25.9 million for the second quarter 2019. On a year-to-date basis, net interest expense was $43.6 million for the first six months of 2020 compared to $50.7 million for the first six months of 2019. These declines are primarily resulting from the debt reduction actions taken by the Company in the fourth quarter 2019. Capitalized interest reduced interest expense by $2.4 million in the second quarter 2020 and $0.9 million in the second quarter 2019. For the six months ended June 30, 2020 and 2019, capitalized interest was $4.5 million and $1.7 million, respectively.
Income
Taxes
The provision for income taxes for the second quarter and six months ended June 30, 2020 was $92.6 million, or (28.3)%, and $103.4 million, or (35.3)%, respectively, of loss before taxes. In the second quarter 2020, we recorded a $99.0 million deferred tax asset valuation allowance on our U.S. federal and state tax attributes. We entered into a three-year cumulative loss within the United States as of June 30, 2020, limiting our ability to utilize future projections when analyzing the need for a valuation allowance therefore limiting sources of income as part of the analysis. We continue to be unable to make a reliable estimate of the annual effective tax rate, as significant changes in projected results for our domestic operations could produce a significant variation in our annual effective tax rate. The
tax provision for the second quarter 2019 and the six months ended June 30, 2019 was $5.8 million, or 6.9%, and $6.6 million, or 6.5%, respectively, of income before taxes, due to deferred tax asset valuation allowances in the United States.
We have analyzed the impacts of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) that was enacted on March 27, 2020 and have determined that the impact does not result in a material income tax expense or benefit. We continue to evaluate the overall changes between the deferred tax asset classifications of interest, pension and net operating losses resulting from the CARES Act.
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Financial
Condition and Liquidity
We have an Asset Based Lending (ABL) Credit Facility, which is collateralized by the accounts receivable and inventory of our domestic operations. The ABL facility, which matures in September 2024, includes a $500 million revolving credit facility, a letter of credit sub-facility of up to $200 million, and as of June 30, 2020, a $200 million term loan (Term Loan). In June 2020, we exercised our right to borrow an additional $100 million under the term loan portion of the ABL, with the same September 2024 maturity date. The Term Loan has an interest rate of 2.0% plus a LIBOR spread and can be prepaid in increments of $25 million if certain minimum liquidity conditions are satisfied. In addition, we have the right to request an increase of up to $200 million in the maximum amount available under the revolving credit facility for the
duration of the ABL. We have a $50 million floating-for-fixed interest rate swap which converts a portion of the Term Loan to a 4.21% fixed interest rate. The swap matures in June 2024.
The applicable interest rate for revolving credit borrowings under the ABL facility includes interest rate spreads based on available borrowing capacity that range between 1.25% and 1.75% for LIBOR-based borrowings and between 0.25% and 0.75% for base rate borrowings. The ABL facility contains a financial covenant whereby we must maintain a fixed charge coverage ratio of not less than 1.00:1.00 after an event of default has occurred and is continuing or if the undrawn availability under the ABL revolving credit portion of the facility is less than the greater of (i) $87.5 million, calculated as 12.5% of the then applicable maximum advance amount under the revolving credit portion of the ABL and the outstanding Term Loan balance, or (ii) $62.5
million. We were in compliance with the fixed charge coverage ratio covenant at June 30, 2020. Additionally, we must demonstrate minimum liquidity, as calculated in accordance with the terms of the ABL facility, during the 90-day period immediately preceding the stated maturity date of the 4.75% Convertible Notes due 2022 and the 5.875% Notes due 2023.
As of June 30, 2020, there were no outstanding borrowings under the revolving portion of the ABL facility, and $35.2 million was utilized to support the issuance of letters of credit. There were average revolving credit borrowings of $58 million bearing an average annual interest rate of 2.2% under the ABL facility for the first six months of 2020. There were no average revolving credit borrowings for the first six months of 2019.
In
June 2020, we issued and sold $285.0 million aggregate principal amount of 2025 Convertible Notes. We used a portion of the net proceeds from the offering of the 2025 Convertible Notes to repurchase $203.2 million aggregate principal amount of our outstanding 2022 Convertible Notes. We also used $19.0 million of the net proceeds of the offering of the 2025 Convertible Notes to pay the cost of capped call transactions, which effectively increase the initial conversion price of the 2025 Convertible Notes into ATI stock from $15.49 per share to $19.76 per share. The remainder of the net proceeds from the offering will be used for general corporate purposes.
At June 30, 2020, we had $539 million of cash and cash equivalents, and available additional liquidity under the ABL facility of approximately $460 million, for total liquidity of $1 billion. We do not expect to pay any
significant U.S. federal or state income taxes in the next several years due to net operating loss carryforwards.
Our fiscal year 2020 funding requirements to the U.S. qualified defined benefit pension plans are approximately $130 million, of which $28 million was contributed in the first six months of 2020. The recently-enacted CARES Act legislation provides for near-term deferral of required qualified defined benefit pension plan contributions from interim 2020 dates until the end of the year. We deferred making a scheduled April 15 contribution during the second quarter 2020, and may elect to defer other scheduled interim contributions within fiscal year 2020 as permitted by the CARES Act. We contributed $17.5 million to our U.S. pension trust as scheduled in July 2020. Using our long-term weighted average expected rate of return on pension plan assets of 7.16%, we expect to have average annual funding
requirements of approximately $85 million to these pension plans for the next few years after 2020. However, these estimates are subject to significant uncertainty, including the performance of our pension trust assets and the discount rates used to measure pension liabilities. Pension trust asset performance for both our accounting and ERISA funding calculations is determined using the market value of plan assets at the end of each year. A significant decline in our pension plans’ funded status at year-end 2020 as measured under ERISA could require additional pension contributions starting in the third quarter of 2021.
We believe that internally generated funds, current cash on hand and available borrowings under the ABL facility will be adequate to meet our liquidity needs, including currently projected required contributions to our pension plans. If we needed to obtain additional financing using the credit markets, the
cost and the terms and conditions of such borrowings may be influenced by our credit rating. In addition, we regularly review our capital structure, various financing alternatives and conditions in the debt and equity markets in order to opportunistically enhance our capital structure. In connection therewith, we may seek to refinance or retire existing indebtedness, incur new or additional indebtedness or issue equity or equity-linked securities, in each case, depending on market and other conditions.
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We have no off-balance sheet arrangements as defined in Item 303(a)(4) of SEC Regulation S-K.
Cash
Flow and Working Capital
For the six months ended June 30, 2020, cash used in operations was $14.4 million, a $90 million improvement over the comparable prior year period largely due to lower use of cash from changes in managed working capital. Other significant 2020 items included $27.9 million in contributions to a U.S. defined benefit pension plan and payment of 2019 annual incentive compensation. The cash used in operations of $104.4 million for the six months ended June 30, 2019 included a $53.0 million contribution to a U.S. defined benefit pension plan and $36 million in short-term working capital advances to the A&T Stainless joint venture.
As part of managing the liquidity of our business, we focus on controlling managed working capital, which is defined as gross accounts
receivable, short-term contract assets and gross inventories, less accounts payable and short-term contract liabilities. In measuring performance in controlling managed working capital, we exclude the effects of LIFO and other inventory valuation reserves, and reserves for uncollectible accounts receivable which, due to their nature, are managed separately. We measure managed working capital as a percentage of the prior three months annualized sales to evaluate our performance based on recent levels of business volume. At June 30, 2020, managed working capital increased to 43.2% of annualized total ATI sales compared to 30.0% of annualized sales at December 31, 2019. Annualized three-month
sales declined while overall managed working capital balances increased versus year-end 2019. The $106.5 million increase in managed working capital at June 30, 2020 from December 31, 2019 resulted from a $3.1 million increase in short-term contract assets and a $245.4 million decrease in accounts payable, partially offset by a $70.6 million decrease in accounts receivable, a $40.3 million decrease in inventory and a $31.1 million increase in short-term contract liabilities. Days sales outstanding, which measures actual collection timing for accounts receivable, worsened by 12% as of June 30, 2020 compared to year end 2019. No significant
accounts receivable collection issues are expected despite the increase in this metric. Gross inventory turns, which exclude the effect of LIFO and any applicable offsetting NRV inventory valuation reserves, improved by 17% as of June 30, 2020 compared to year end 2019. This working capital balance was a source of $28.2 million in cash for the second quarter of 2020 and is expected to continue to be a source of cash for the rest of 2020 as our level of operating activity decreases in response to lower customer demand.
Cash used in investing activities was $61.8 million in the first six months of 2020, reflecting $66.0 million in capital expenditures partially offset by $3.2 million of proceeds from property, plant and equipment sales, largely due to the sale of certain oil and gas rights. Capital expenditures in 2020 primarily are related to HPMC growth projects including the new iso-thermal press and heat-treating expansion in Cudahy, WI. We expect to fund our capital expenditures with cash on hand and cash flow generated from our operations and, if needed, by using a portion of the ABL facility.
Cash
provided by financing activities was $124.5 million in the first half of 2020 and consisted primarily of $285.0 million of borrowings for the 2025 Convertible Notes issued in June 2020 and $100.0 million of additional Term Loan borrowings under the ABL. These were offset by a $203.2 million repayment for a portion of the 2022 Convertible Notes and $19.1 million cash make-whole payment related to the early extinguishment of these 2022 Convertible Notes as required by the applicable indenture, as well as $19.0 million to pay the cost of capped call transactions and $8.1 million for debt issuance costs, both associated with the newly issued 2025 Convertible Notes.
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At June 30,
2020, cash and cash equivalents on hand totaled $539.1 million, an increase of $48.3 million from year end 2019. Cash and cash equivalents held by our foreign subsidiaries was $69.5 million at June 30, 2020, of which $34.9 million was held by the STAL joint venture.
Debt
Total debt outstanding of $1,596.1 million at June 30, 2020 increased $184.9 million compared to December 31, 2019, as $285.0 million of borrowings for the 2025 Convertible Notes issued in June 2020, a portion of which is required to be recorded in stockholders’
equity as discussed further below, and $100.0 million of additional Term Loan borrowings under the ABL were partially offset by a $203.2 million repayment for a portion of the 2022 Convertible Notes. Total debt outstanding as described above excludes debt issuance costs and includes the $50.3 million portion of the 2025 Convertible Notes that is required to be classified in stockholders’ equity due to the flexible settlement feature available to ATI on conversion.
In managing our overall capital structure, some of the measures on which we focus are debt to EBITDA, which measures our ability to repay our incurred debt, net debt to total capitalization, which is the percentage of our debt, net of cash that may be available to reduce borrowings, to our total invested and borrowed capital, and total debt to total capitalization, which excludes cash balances. We define EBITDA as income from continuing operations before interest
and income taxes, plus depreciation and amortization, goodwill impairment charges and debt extinguishment charges for the latest 12 month period. We define Adjusted EBITDA as EBITDA excluding significant charges or credits, restructuring charges, long-lived asset impairments and other postretirement/pension curtailment and settlement gains and losses. We believe that EBITDA and Adjusted EBITDA are useful to investors because these measures are commonly used to analyze companies on the basis of operating performance, leverage and liquidity. Furthermore, analogous measures are used by industry analysts to evaluate operating performance. EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and capital expenditures. EBITDA and Adjusted EBITDA are not intended to represent, and should not be considered more meaningful than,
or as alternatives to, a measure of operating performance as determined in accordance with U.S. generally accepted accounting principles.
All of these leverage ratios worsened in 2020, primarily as a result of lower earnings. As of June 30, 2020, as calculated on a twelve month trailing basis, our debt to Adjusted EBITDA ratio was 3.48, compared to 2.67 at December 31, 2019, and net debt to Adjusted EBITDA ratio was 2.30, compared to 1.74 at December 31, 2019.
(a) Excludes debt issuance costs for both periods.The June 30, 2020 debt balance includes $50.3 million recorded in stockholders’ equity for a portion of the 2025 Convertible Notes due to the flexible settlement feature of the notes.
(b) The June 30, 2020 balance excludes $48.7 million recorded in stockholders’ equity for a portion of the 2025 Convertible Notes, net of debt issuance costs.
In
June 2020, we issued and sold $285.0 million aggregate principal amount of the 2025 Convertible Notes. We granted the underwriters a 13-day option to purchase up to an additional $40.0 million aggregate principal amount of 2025 Convertible Notes on the same terms and conditions to cover over-allotments, if any. The underwriters exercised a portion of this option on June 30, 2020, and we completed the offering and sale of an additional $6.4 million aggregate principal amount of 2025 Convertible Notes on July 2, 2020, subsequent to the end of the second quarter 2020. Interest on the 2025 Convertible Notes at the 3.5% cash coupon rate is payable semi-annually in arrears on each June 15 and December 15, commencing December 15, 2020.
We used a portion of the net
proceeds from the offering of the 2025 Convertible Notes to repurchase $203.2 million aggregate principal amount of our outstanding 2022 Convertible Notes, resulting in a $21.5 million debt extinguishment charge, which included a $19.1 million cash make-whole payment related to the early extinguishment of the 2022 Convertible Notes as required by the applicable indenture, and a $2.4 million charge for deferred debt issue costs. We also used $19.0 million of the net proceeds of the offering of the 2025 Convertible Notes to pay the cost of capped call transactions, described below, which was recorded as a reduction to additional paid-in-capital in stockholders’ equity on the consolidated balance sheet. The remainder of the net proceeds from the offering will be used for general corporate purposes.
The 2025 Convertible
Notes are convertible into our common stock at an initial conversion price of $15.49 per share and may be settled in cash, shares of our common stock or a combination thereof, at our election. As a result of this flexible settlement feature of the 2025 Convertible Notes, the embedded conversion option valued at $50.3 million is required to be separately accounted for as a component of stockholders’ equity. This equity component will be amortized as additional non-cash interest expense over the term of the 2025 Convertible Notes. Including debt issue cost amortization, the 2025 Convertible Notes will have reported interest expense at an 8.4% rate, higher than the 3.5% cash coupon rate.
In connection with the pricing of the 2025 Convertible Notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates (collectively, the Counterparties). The
capped call transactions are expected generally to reduce potential dilution to our common stock upon any conversion of the 2025 Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2025 Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the capped call transactions initially is approximately $19.76 per share, and is subject to adjustments under the terms of the capped call transactions. We entered into additional capped call transactions with the Counterparties related to the additional $6.4 million aggregate principal amount of the 2025 Convertible Notes issued on July 2, 2020, subsequent to the end of the second quarter 2020.
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Dividends
Effective
with the fourth quarter of 2016, our Board of Directors decided to suspend the quarterly dividend. The payment of dividends and the amount of such dividends depends upon matters deemed relevant by our Board of Directors on a quarterly basis, such as our results of operations, financial condition, cash requirements, future prospects, any limitations imposed by law, credit agreements or senior securities, and other factors deemed relevant and appropriate. Under the ABL facility, there is no limit on dividend declarations or payments provided that the undrawn availability, after giving effect to a particular dividend payment, is at least the greater of $150 million and 30% of the sum of the maximum revolving advance amount and the outstanding principal amount of any term loans (the Maximum Loan Amount), and no event of default under the ABL facility has occurred and is continuing or would result from paying the dividend. In addition, there is no limit on dividend declarations
or payments if the undrawn availability is less than the greater of $150 million and 30% of the Maximum Loan Amount but more than the greater of $75 million and 15% of the Maximum Loan Amount, if (i) no event of default has occurred and is continuing or would result from paying the dividend, and (ii) we demonstrate to the administrative agent that, prior to and after giving effect to the payment of the dividend (A) the undrawn availability, as measured both at the time of the dividend payment and as an average for the 60 consecutive day period immediately preceding the dividend payment, is at least the greater of $75 million and 15% of the Maximum Loan Amount, and (B) we maintain a fixed charge coverage ratio of at least 1.00:1.00, as calculated in accordance with the terms of the ABL facility.
Critical Accounting
Policies
Inventory
At June 30, 2020, we had net inventory of $1,103.5 million. Inventories are stated at the lower of cost (LIFO, first-in, first-out (FIFO) and average cost methods) or market. Costs include direct material, direct labor and applicable manufacturing and engineering overhead, and other direct costs. Most of our inventory is valued utilizing the LIFO costing methodology. Inventory of our non-U.S. operations is valued using average cost or FIFO methods. Under the LIFO inventory valuation method, changes in the cost of raw materials and production activities are recognized in cost of sales in the current period even though these material and other costs may have been incurred at significantly different values due to the length of time of our production cycle. In a period of rising prices, cost of sales expense recognized
under LIFO is generally higher than the cash costs incurred to acquire the inventory sold. Conversely, in a period of declining raw material prices, cost of sales recognized under LIFO is generally lower than cash costs incurred to acquire the inventory sold. Generally, over time based on overall inflationary trends in raw materials, labor and overhead costs, the use of the LIFO inventory valuation method will result in a LIFO inventory valuation reserve, as the higher current period costs are included in cost of sales and the balance sheet carrying value of inventory is reduced.
Since the LIFO inventory valuation methodology is designed for annual determination, interim estimates of the annual LIFO valuation are required. We recognize the effects of the LIFO inventory valuation method on an interim basis by projecting the expected annual LIFO cost and allocating that projection to the interim quarters equally. These projections
of annual LIFO inventory valuation reserve changes are updated quarterly and are evaluated based upon material, labor and overhead costs and projections for such costs at the end of the year plus projections regarding year end inventory levels.
The prices for many of the raw materials we use have been extremely volatile during the past several years, while labor and overhead costs have been generally stable, with a modest inflationary trend. Raw material cost changes typically have the largest impact on the LIFO inventory costing methodology based on the overall proportion of raw material costs to other inventoriable costs. Since we value most of our inventory utilizing the LIFO inventory costing methodology, a fall in material costs generally results in a benefit to operating results by reducing cost of sales and increasing the inventory carrying value, while conversely, a rise in raw material costs generally has a negative
effect on our operating results by increasing cost of sales while lowering the carrying value of inventory. For example, for the six months ended June 30, 2020 and 2019, the LIFO inventory valuation method resulted in cost of sales that were $14.0 million and $5.8 million lower, respectively, than would have been recognized under the FIFO methodology to value our inventory.
Due primarily to persistent raw material deflation in prior years, we are in the unusual situation of having a LIFO inventory balance that exceeds replacement cost. In cases where inventory at FIFO cost is lower than the LIFO carrying value, a write-down of the inventory to market may be required, subject to a lower of cost or market evaluation. In applying the lower of cost or market principle, market means current replacement cost,
subject to a ceiling (market value shall not exceed net realizable value) and a floor (market shall not be less than net realizable value reduced by an allowance for a normal profit margin). We evaluate product lines on a quarterly basis to identify inventory values that exceed estimated net realizable value. The calculation of a resulting NRV inventory reserve, if any, is recognized in the period that the need for the reserve is identified. Our NRV reserves were $47.6 million at June 30, 2020 and $33.6 million at December 31, 2019.
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The impact to our cost of sales for changes in the LIFO costing methodology and associated NRV inventory reserves were as follows
(in millions):
It is our general policy to write-down to scrap value any inventory that is identified as obsolete and any inventory that has aged or has not moved in more than twelve months. In some instances this criterion is up to 24
months due to the longer manufacturing and distribution process for such products.
The LIFO inventory valuation methodology is not utilized by many of the companies with which we compete, including foreign competitors. As such, our results of operations may not be comparable to those of our competitors during periods of volatile material costs due, in part, to the differences between the LIFO inventory valuation method and other acceptable inventory valuation methods.
Asset Impairment
We monitor the recoverability of the carrying value of our long-lived assets. An impairment charge is recognized when the expected net undiscounted future cash flows from an asset’s use (including any proceeds from disposition) are less than the asset’s carrying value, and the asset’s carrying value exceeds its fair value. Changes in the expected use of a
long-lived asset group, and the financial performance of the long-lived asset group and its operating segment, are evaluated as indicators of possible impairment. Future cash flow value may include appraisals for property, plant and equipment, land and improvements, future cash flow estimates from operating the long-lived assets, and other operating considerations. In the fourth quarter of each year in conjunction with the annual business planning cycle, or more frequently if new material information is available, we evaluate the recoverability of idled facilities.
Goodwill is reviewed annually in the fourth quarter of each year for impairment or more frequently if impairment indicators arise. Other events and changes in circumstances may also require goodwill to be tested for impairment between annual measurement dates. At June 30, 2020, we had $236.4
million of goodwill on our consolidated balance sheet, all of which relates to the HPMC segment. Goodwill decreased $289.4 million at June 30, 2020 compared to December 31, 2019, due to a $287.0 million interim impairment charge in the HPMC segment and $2.4 million from the impact of foreign currency translation on goodwill denominated in functional currencies other than the U.S. dollar.
During the second quarter of 2020, we performed an interim goodwill impairment analysis on the Forged Products reporting unit and its $460.4 million goodwill balance based on assessed potential indicators of impairment, including recent disruptions to the global commercial aerospace market resulting from the COVID-19 pandemic, and the increasing uncertainty of near-term demand requirements of aero-engine and airframe markets
based on government responses to the pandemic and ongoing interactions with customers. In the previous 2019 annual goodwill impairment evaluation, this reporting unit had a fair value that exceeded carrying value by approximately 30%. As a result of the second quarter 2020 interim goodwill impairment evaluation, we determined that the fair value of the Forged Products reporting unit was below carrying value, including goodwill, by $287.0 million. This was primarily due to changes in the timing and amount of expected cash flows resulting from lower projected revenues, profitability and cash flows due to near-term reductions in commercial aerospace market demand. Consequently, during the second quarter of 2020, we recorded a $287.0 million impairment charge for the partial impairment of Forged Products reporting unit goodwill, most of which was assigned from the
Company’s 2011 Ladish acquisition that was not deductible for income tax purposes.
For the 2020 interim impairment analysis, fair value was determined by a quantitative assessment that used a discounted cash flow technique, which represents Level 3 unobservable information in the fair value hierarchy. The impairment assessment and valuation method require us to make estimates and assumptions regarding future operating results, cash flows, changes in working capital and capital expenditures, selling prices, profitability, and the cost of capital. Many of these assumptions are determined by reference to market participants we have identified. For example, our weighted average cost of capital used in our discounted cash flow assessment was 11.6%, and long-term growth rate was 3.5%. Although we believe that the estimates and assumptions used were reasonable, actual results could differ from those estimates
and assumptions.
The $236.4 million of goodwill remaining as of June 30, 2020 on our consolidated balance sheet is comprised of $173.4 million at Forged Products and $63.0 million at Specialty Materials, both of which are profitable businesses with good long-term
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growth prospects. No indicators of impairment were observed in the second quarter 2020 associated with any other of the Company’s long-lived assets. Market conditions and additional changes in the operating rate of our HRPF, including joint venture and third-party conversion volumes, may require an evaluation
of impairment and it is possible that an impairment charge for this long-lived asset group may be required. The HRPF, located in Brackenridge, PA, and which primarily uses a units-of-production depreciation method, has an approximate carrying value of $1.3 billion.
Income Taxes
The provision for, or benefit from, income taxes includes deferred taxes resulting from temporary differences in income for financial and tax purposes using the liability method. Such temporary differences result primarily from differences in the carrying value of assets and liabilities. Future realization of deferred income tax assets requires sufficient taxable income within the carryback and/or carryforward period available under tax law. On a quarterly basis, we evaluate the realizability of our deferred tax assets.
The evaluation includes
the consideration of all available evidence, both positive and negative, regarding historical operating results including recent years with reported losses, the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards, and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused. In situations where a three-year cumulative loss condition exists, accounting standards limit the ability to consider projections of future results as positive evidence to assess the realizability of deferred tax assets. Valuation allowances are established when it is estimated that it is more likely than not that the tax benefit of the deferred tax asset will not be realized. In the second quarter 2020, we recorded a $99.0 million deferred tax asset valuation allowance on our U.S. federal and state
tax attributes. We entered into a three-year cumulative loss within the United States as of June 30, 2020, limiting our ability to utilize future projections when analyzing the need for a valuation allowance therefore limiting sources of income as part of the analysis.
On March 27, 2020, the U.S. government enacted the CARES Act, which includes certain income tax changes, in response to the COVID-19 pandemic. We have determined that the CARES Act changes do not result in a material income tax expense or benefit to ATI. We are continuing to evaluate the overall changes between the deferred tax asset classifications of interest, pension and net operating losses resulting from the CARES Act.
Retirement Benefits
In accordance
with accounting standards, we determine the discount rate used to value pension plan liabilities as of the last day of each year. The discount rate reflects the current rate at which the pension liabilities could be effectively settled. In estimating this rate, we receive input from our actuaries regarding the rate of return on high quality, fixed income investments with maturities matched to the expected future retirement benefit payments. Based on current market conditions, discount rates are below the rates in effect at the year-end 2019 remeasurement date, when a 3.40% discount rate was used for valuing pension liabilities. The estimated effect at the year-end 2019 valuation date of a decrease in the discount rate by 0.50% would increase pension liabilities by approximately $140 million. The effect on pension liabilities for changes to the discount rate, the difference between expected and actual plan asset returns, and the net effect of other changes in actuarial
assumptions and experience are deferred and amortized over future periods in accordance with accounting standards.
For ERISA (Employee Retirement Income Security Act of 1974, as amended) funding purposes, discount rates used to measure pension liabilities for U.S. qualified defined benefit plans are calculated on a different basis using an IRS-determined segmented yield curve, which currently results in a higher discount rate than the discount rate methodology required by accounting standards. Funding requirements are also affected by IRS-determined mortality assumptions, which may differ from those used under accounting standards.
Other Critical Accounting Policies
A summary of other significant accounting policies is discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations and
in Note 1 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2019.
The preparation of the financial statements in accordance with U.S. generally accepted accounting principles requires us to make judgments, estimates and assumptions regarding uncertainties that affect the reported amounts of assets and liabilities. Significant areas of uncertainty that require judgments, estimates and assumptions include the accounting for derivatives, retirement plans, income taxes, environmental and other contingencies as well as asset impairment, inventory valuation and collectability of accounts receivable. We use historical and other information that we consider to be relevant to make these judgments and estimates. However, actual results may differ from those estimates and assumptions that are used to prepare our financial
statements.
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Pending Accounting Pronouncements
See Note 1 of the Notes to Consolidated Financial Statements for information on new and pending accounting pronouncements.
Forward-Looking and Other Statements
From time to time, we have made and may continue to make “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this report relate to future events and expectations
and, as such, constitute forward-looking statements. Forward-looking statements include those containing such words as “anticipates,”“believes,”“estimates,”“expects,”“would,”“should,”“will,”“will likely result,”“forecast,”“outlook,”“projects,” and similar expressions. Forward-looking statements are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which we are unable to predict or control, that may cause our actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: (a) material adverse changes in economic or industry conditions generally, including global supply and demand conditions and prices for our specialty metals
and changes in international trade duties and other aspects of international trade policy; (b) material adverse changes in the markets we serve; (c) our inability to achieve the level of cost savings, productivity improvements, synergies, growth or other benefits anticipated by management, from strategic investments and the integration of acquired businesses; (d) volatility in the price and availability of the raw materials that are critical to the manufacture of our products; (e) declines in the value of our defined benefit pension plan assets or unfavorable changes in laws or regulations that govern pension plan funding; (f) labor disputes or work stoppages; (g) equipment outages; (h) the risks of business and economic disruption related to the currently ongoing COVID-19 pandemic and other health epidemics or outbreaks that may arise; and (i) other risk factors summarized in our Annual Report on Form 10-K for the year ended December 31,
2019, and in other reports filed with the Securities and Exchange Commission. We assume no duty to update our forward-looking statements.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
As part of our risk management strategy, we utilize derivative financial instruments, from time to time, to hedge our exposure to changes in energy and raw material prices, foreign currencies, and interest rates. We monitor the third-party financial institutions which are our counterparties to these financial instruments
on a daily basis and diversify our transactions among counterparties to minimize exposure to any one of these entities. Fair values for derivatives were measured using exchange-traded prices for the hedged items including consideration of counterparty risk and the Company’s credit risk. Our exposure to volatility in interest rates is presently not material, as nearly all of our debt is at fixed interest rates.
Volatility of Interest Rates. We may enter into derivative interest rate contracts to maintain a reasonable balance between fixed- and floating-rate debt. The Company has a $50 million floating-for-fixed interest rate swap which
converts a portion of the Term Loan to a 4.21% fixed rate. The swap matures in June 2024. The Company designated the interest rate swap as a cash flow hedge of the Company’s exposure to the variability of the payment of interest on a portion of its Term Loan borrowings. The ineffectiveness at hedge inception, determined from the fair value of the swap immediately prior to its July 2019 amendment, will be amortized to interest expense over the initial Term Loan swap maturity date of January 12, 2021. Any gain or loss associated with this hedging arrangement is included in interest expense. At June 30, 2020, the net mark-to-market valuation of the outstanding interest rate swap was an unrealized
pre-tax loss of $4.2 million, comprised of $1.1 million in other current liabilities and $3.1 million in other long-term liabilities on the balance sheet.
Volatility of Energy Prices. Energy resources markets are subject to conditions that create uncertainty in the prices and availability of energy resources. The prices for and availability of electricity, natural gas, oil and other energy resources are subject to volatile market conditions. These market conditions often are affected by political and economic factors beyond our control. Increases in energy costs, or changes in costs relative to energy costs paid by competitors, have and may continue to adversely affect our profitability. To the extent that these uncertainties cause suppliers and customers to be more cost sensitive, increased energy prices may have an adverse effect on our results of operations and financial condition. We use approximately
8 to 10 million MMBtu’s of natural gas annually, depending upon business conditions, in the manufacture of our products. These purchases of natural gas expose us to risk of higher gas prices. For example, a hypothetical $1.00 per MMBtu increase in the price of natural gas would result in increased annual energy costs of approximately $8 to $10 million. We use several approaches to minimize any material adverse effect on our results of operations or financial condition from volatile energy prices. These approaches include incorporating an energy surcharge on many of our products and using financial derivatives to reduce exposure to energy price volatility.
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At June 30, 2020, the outstanding financial derivatives
used to hedge our exposure to energy cost volatility included natural gas hedges. Approximately 100% of our forecasted domestic requirements for natural gas for the remainder of 2020 and approximately 60% for 2021 are hedged. At June 30, 2020, the net mark-to-market valuation of these outstanding natural gas hedges was an unrealized pre-tax loss of $2.6 million, comprised of $0.1 million in prepaid expenses and other current assets, $2.5 million in other current liabilities and $0.2 million in other long-term liabilities on the balance sheet. For the three months ended June 30, 2020, natural gas hedging activity increased cost of sales by $1.3 million.
Volatility of Raw Material Prices. We use raw materials surcharge and index mechanisms to offset the impact of increased raw material costs; however,
competitive factors in the marketplace can limit our ability to institute such mechanisms, and there can be a delay between the increase in the price of raw materials and the realization of the benefit of such mechanisms. For example, in 2019, we used approximately 105 million pounds of nickel; therefore, a hypothetical change of $1.00 per pound in nickel prices would result in increased costs of approximately $105 million. In addition, in 2019, we also used approximately 360 million pounds of ferrous scrap in the production of our flat-rolled products; a hypothetical change of $0.01 per pound would result in increased costs of approximately $3.6 million. While we enter into raw materials futures contracts from time-to-time to hedge exposure to price fluctuations, such as for nickel, we cannot be certain that our hedge position adequately reduces exposure. We believe that
we have adequate controls to monitor these contracts, but we may not be able to accurately assess exposure to price volatility in the markets for critical raw materials.
The majority of our products are sold utilizing raw material surcharges and index mechanisms. However, as of June 30, 2020, we had entered into financial hedging arrangements, primarily at the request of our customers, related to firm orders for an aggregate notional amount of approximately 5 million pounds of nickel with hedge dates through 2023. The aggregate notional amount hedged is less than 10% of a single year’s estimated nickel raw material purchase requirements. Any gain or loss associated with these hedging arrangements is included in cost of sales. At June 30,
2020, the net mark-to-market valuation of our outstanding raw material hedges was an unrealized pre-tax gain of $0.3 million, comprised of $1.2 million in prepaid expense and other current assets, $0.2 million in other long-term assets, $0.8 million in other current liabilities and $0.3 million in other long-term liabilities on the balance sheet.
Foreign Currency Risk. Foreign currency exchange contracts are used, from time-to-time, to limit transactional exposure to changes in currency exchange rates. We sometimes purchase foreign currency forward contracts that permit us to sell specified amounts of foreign currencies expected to be received from our export sales for pre-established U.S. dollar amounts at specified
dates. The forward contracts are denominated in the same foreign currencies in which export sales are denominated. These contracts are designated as hedges of the variability in cash flows of a portion of the forecasted future export sales transactions which otherwise would expose the Company to foreign currency risk, primarily the euro. In addition, we may also hedge forecasted capital expenditures and designate cash balances held in foreign currencies as hedges of forecasted foreign currency transactions. At June 30, 2020, we had no significant outstanding foreign currency forward contracts.
We
may also enter into foreign currency forward contracts that are not designated as hedges, which are denominated in the same foreign currency in which export sales are denominated. We have no euro notional value outstanding as of June 30, 2020 of foreign currency forward contracts not designated as hedges.
Item 4.
Controls and Procedures
(a)
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2020, and they concluded that these disclosure controls and procedures are effective.
(b) Changes in Internal Controls
There was no change in our internal controls over financial reporting identified in connection with the evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under
the Securities Exchange Act of 1934, as amended) as of June 30, 2020 conducted by our Chief Executive Officer and Chief Financial Officer, that occurred during the quarter ended June 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1.
Legal
Proceedings
A number of lawsuits, claims and proceedings have been or may be asserted against the Company relating to the conduct of its currently or formerly owned businesses, including those pertaining to product liability, environmental, health and safety matters and occupational disease (including as each relates to alleged asbestos exposure), as well as patent infringement, commercial, government contracting, construction, employment, employee and retiree benefits, taxes, environmental, and stockholder and corporate governance matters. Certain of such lawsuits, claims and proceedings are described in our Annual Report on Form 10-K for the year ended December 31, 2019, and addressed in Note 17 to the unaudited interim financial statements included herein. While the outcome
of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial condition or liquidity, although the resolution in any reporting period of one or more of these matters could have a material adverse effect on the Company’s results of operations for that period.
Allegheny Technologies Incorporated and its subsidiary, ATI Titanium LLC (“ATI Titanium”), are parties to a lawsuit captioned US Magnesium, LLC v. ATI Titanium LLC (Case No. 2:17-cv-00923-DB)
and filed in federal district court in Salt Lake City, UT, pertaining to a Supply and Operating Agreement between US Magnesium LLC (“USM”) and ATI Titanium entered into in 2006 (the “Supply Agreement”). In 2016, ATI Titanium notified USM that it would suspend performance under the Supply Agreement in reliance on certain terms and conditions included in the Supply Agreement. USM subsequently filed a claim challenging ATI Titanium’s right to suspend performance under the Supply Agreement, claiming that such suspension was a material breach of the Supply Agreement and seeking monetary damages, and ATI Titanium filed a counterclaim for breach of contract against USM. In 2018, USM obtained leave of the court to add Allegheny Technologies Incorporated as a separate party defendant, and ATI Titanium filed a motion to dismiss the claim against Allegheny Technologies Incorporated,
which the court denied on April 19, 2019. The case is proceeding through discovery, and while ATI intends to vigorously defend against and pursue these claims, it cannot predict their outcomes at this time.
Item 1A.
Risk Factors
The following is an update to, and should be read in conjunction with Item 1A. Risk Factors contained in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2019. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Our business, results of operations, financial condition and/or cash flows could be materially adversely affected by the
effects of widespread public health epidemics/pandemics, including COVID-19 and other global economic trends, that are beyond our control.
The recent novel strain of COVID-19 now affecting the global community on a pandemic basis is adversely impacting our operations, and the nature and extent of the impact over time is highly uncertain and beyond our control. The pandemic, including governmental and other actions taken or restrictions imposed to contain its spread and impact, has subjected our operations, financial performance and financial condition to a number of risks, including, but not limited to those discussed below.
Customer, Supply Chain and Operational Risks: The significant macroeconomic impact of the ongoing COVID-19 pandemic and the measures designed to contain its spread have impacted several of the
Company’s end markets. We are experiencing, and expect to continue to experience, lower demand and volume for certain products and services, but we have limited visibility into future demand given the disruptions affecting customers in those markets.
A significant portion of the sales of our HPMC segment represents products sold to customers in the commercial aerospace industry. In recent months, several of our commercial aerospace customers have announced cost-cutting and other measures in response to declining demand stemming from the COVID-19 pandemic, including facility shut-downs, measures to reduce inventory and/or downward adjustments to their stated production rates.
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Similarly, the energy market, including
oil and gas, historically has been a significant end market for both our HPMC segment and FRP business. In recent years, our business has at times been negatively impacted by the downturn and slow recovery in the oil and gas industry. In general, the oil and gas industry is highly cyclical and subject to volatility as a result of worldwide economic activity and associated demand for oil and natural gas, anticipated future prices for oil and natural gas, fluctuation in the level of drilling activity, changes in applicable regulation, global geopolitical conditions and numerous other factors. Demand for our products is likewise subject to these trends. Energy demand, in general, is currently predicted to remain weak due to declines in consumer activity and over-supply issues suppressing oil and gas exploration and production activities, and we expect that oil and gas will remain a highly cyclical industry.
These aerospace
market and energy market conditions are presently expected to continue for at least the remainder of 2020, and the ultimate breadth and duration of these actions and trends and their impact on our business is uncertain and difficult to predict. Our sales, particularly to customers in these markets that are affected by COVID-19, have been and are expected to be negatively impacted, and the possibility exists that there could be a sustained impact to our operations and our financial results. While we have already begun implementing plans to reduce capital expenditures, compensation expense and other costs, and to align with current and anticipated changes in customer demand, we cannot predict the duration and longer-term impacts of the pandemic, and over time, its impact on demand for our products and other disruptions could have a material adverse effect on our business, results of operations, financial condition and/or cash flows.
Additionally,
our suppliers may not have the materials, capacity, or capability to manufacture our products according to our schedule and specifications. To date, we have not experienced significant disruption to our supply chain. If our suppliers’ operations were to be impacted, we may need to seek alternate suppliers, which may be more expensive, may not be available or may result in delays in shipments to us and subsequently to our customers, each of which would affect our business, results of operations, financial condition and/or cash flows.
Our facilities continue to operate with federal and state government approvals due to the qualification of our facilities as essential and critical. However, it is possible that we may temporarily shut down facilities in response to employees being impacted by COVID-19 or changes in government policy. Furthermore, we have instituted a number of short-term idlings at certain manufacturing locations,
and future idlings may occur, including as may be necessary to match our production levels to the reduced demand from our customers.
Market and Credit Risks: The current financial market dynamics and volatility pose heightened risks to our liquidity. For example, dramatically lowered interest rates and lower expected asset valuations and returns can materially impact the calculation of long-term liabilities such as our pension. Moreover, there can also be no assurance that we will not face credit rating downgrades as a result of weaker than anticipated performance of our businesses or other factors including overall market conditions. Future downgrades could further adversely affect our cost of funds and related margins, liquidity, competitive position and access to capital markets, and a significant downgrade could have an adverse commercial impact on our businesses. Conditions in the financial and
credit markets may also limit the availability of funding or increase the cost of funding (including for receivables securitization or supply chain finance programs used to finance working capital) or our ability to refinance certain of our indebtedness, which could adversely affect our business, financial position, results of operations and/or cash flows.
General Uncertainty: The COVID-19 pandemic may also exacerbate other risks disclosed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019. We expect that the longer the period of disruption from COVID-19 continues, the more material the adverse impacts will be on our business operations, financial performance, results of operations and/or cash flows. In addition, the impact of the COVID-19 pandemic is fluid and continues to evolve. Consequently, the pandemic
may ultimately affect our operating and financial results in a manner that is not presently known to us or that we currently do not expect to present significant risks to our business, results of operations, financial conditions and/or cash flows.
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Item 2.
Unregistered
Sales of Equity Securities and Use of Proceeds
Set forth below is information regarding the Company’s stock repurchases during the period covered by this report, comprising shares repurchased by ATI from employees to satisfy employee-owed taxes on share-based compensation.
Period
Total
Number of Shares (or Units) Purchased
Average Price Paid per Share (or Unit)
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline
XBRL document.
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
