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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| | | | | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2024
OR
| | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 1-1169
THE TIMKEN COMPANY
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | |
Ohio | | 34-0577130 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | |
4500 Mount Pleasant Street NW | | |
North Canton | Ohio | | 44720-5450 |
(Address of principal executive offices) | | (Zip Code) |
234.262.3000
(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 | |
| Common Shares, without par value | | TKR | | The New 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. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | |
Large accelerated filer | | ☒ | | Accelerated filer | ☐ |
| | | | | |
Non-accelerated filer | | ☐ | | Smaller reporting company | ☐ |
| | | | | |
| | | | Emerging growth company | ☐ |
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 ☐ No ☒
Indicate the number of shares outstanding of each of the issuer's classes of common shares, as of the latest practicable date.
| | | | | | | | | | | | | | |
| Class | | Outstanding at October 31, 2024 | |
| Common Shares, without par value | | 70,117,234 shares | |
THE TIMKEN COMPANY
INDEX TO FORM 10-Q REPORT
| | | | | | | | | | | |
| | | PAGE |
I. | | | |
| Item 1. | | |
| Item 2. | | |
| Item 3. | | |
| Item 4. | | |
II. | | | |
| Item 1. | | |
| Item1A. | | |
| Item 2. | | |
| Item 5. | | |
| Item 6. | | |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE TIMKEN COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
(Dollars in millions, except per share data) | | | | | | | |
Net sales | $ | 1,126.8 | | | $ | 1,142.7 | | | $ | 3,499.4 | | | $ | 3,677.8 | |
Cost of products sold | 782.4 | | | 787.1 | | | 2,383.8 | | | 2,500.0 | |
| | | | | | | |
Selling, general and administrative expenses | 189.7 | | | 179.6 | | | 564.5 | | | 551.3 | |
| | | | | | | |
Amortization of intangible assets | 19.7 | | | 17.5 | | | 58.7 | | | 48.3 | |
Impairment and restructuring charges | 2.5 | | | 8.9 | | | 8.1 | | | 40.3 | |
Gain on sale of real estate | (13.8) | | | — | | | (13.8) | | | — | |
Operating Income | 146.3 | | | 149.6 | | | 498.1 | | | 537.9 | |
Interest expense | (30.3) | | | (27.5) | | | (97.1) | | | (79.9) | |
Interest income | 3.4 | | | 2.6 | | | 11.3 | | | 6.0 | |
| | | | | | | |
| | | | | | | |
Non-service pension and other postretirement expense | (0.9) | | | (0.9) | | | (2.9) | | | (0.8) | |
Other (expense) income, net | (6.3) | | | 0.4 | | | (6.0) | | | 5.8 | |
Income Before Income Taxes | 112.2 | | | 124.2 | | | 403.4 | | | 469.0 | |
Provision for income taxes | 24.6 | | | 33.3 | | | 103.2 | | | 122.9 | |
Net Income | 87.6 | | | 90.9 | | | 300.2 | | | 346.1 | |
Less: Net income attributable to noncontrolling interest | 5.8 | | | 3.0 | | | 18.7 | | | 10.7 | |
Net Income Attributable to The Timken Company | $ | 81.8 | | | $ | 87.9 | | | $ | 281.5 | | | $ | 335.4 | |
| | | | | | | |
Net Income per Common Share Attributable to The Timken Company Common Shareholders | | | | | | | |
Basic earnings per share | $ | 1.17 | | | $ | 1.24 | | | $ | 4.01 | | | $ | 4.68 | |
| | | | | | | |
Diluted earnings per share | $ | 1.16 | | | $ | 1.23 | | | $ | 3.98 | | | $ | 4.63 | |
| | | | | | | |
| | | | | | | |
See accompanying Notes to the Consolidated Financial Statements.
Consolidated Statements of Comprehensive Income
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
(Dollars in millions) | | | | | | | |
Net Income | $ | 87.6 | | | $ | 90.9 | | | $ | 300.2 | | | $ | 346.1 | |
Other comprehensive income (loss), net of tax: | | | | | | | |
Foreign currency translation adjustments | 78.7 | | | (65.1) | | | (1.3) | | | (65.3) | |
Pension and postretirement liability adjustments | (1.6) | | | (1.4) | | | (4.6) | | | (4.5) | |
| | | | | | | |
Change in fair value of derivative financial instruments | (1.6) | | | 2.0 | | | (1.3) | | | 0.9 | |
Other comprehensive income (loss), net of tax | 75.5 | | | (64.5) | | | (7.2) | | | (68.9) | |
Comprehensive income, net of tax | 163.1 | | | 26.4 | | | 293.0 | | | 277.2 | |
Less: comprehensive income attributable to noncontrolling interest | 5.2 | | | 1.2 | | | 17.6 | | | 8.9 | |
Comprehensive income attributable to The Timken Company | $ | 157.9 | | | $ | 25.2 | | | $ | 275.4 | | | $ | 268.3 | |
See accompanying Notes to the Consolidated Financial Statements.
Consolidated Balance Sheets
| | | | | | | | | | | |
| (Unaudited) | | |
(Dollars in millions) | September 30, 2024 | | December 31, 2023 |
ASSETS | | | |
Current Assets | | | |
Cash and cash equivalents | $ | 412.7 | | | $ | 418.9 | |
Restricted cash | 0.7 | | | 0.4 | |
Accounts receivable, less allowances (2024 – $19.0 million; 2023 – $17.1 million) | 762.0 | | | 671.7 | |
Unbilled receivables | 162.6 | | | 144.5 | |
Inventories, net | 1,255.3 | | | 1,229.1 | |
Deferred charges and prepaid expenses | 41.9 | | | 41.5 | |
Other current assets | 96.7 | | | 128.8 | |
| | | |
Total Current Assets | 2,731.9 | | | 2,634.9 | |
Property, Plant and Equipment, net | 1,314.8 | | | 1,311.9 | |
Other Assets | | | |
Goodwill | 1,465.5 | | | 1,369.6 | |
Other intangible assets, net | 1,059.5 | | | 1,031.4 | |
Operating lease assets | 119.7 | | | 119.7 | |
| | | |
| | | |
Deferred income taxes | 46.8 | | | 44.3 | |
Other non-current assets | 29.2 | | | 29.9 | |
| | | |
Total Other Assets | 2,720.7 | | | 2,594.9 | |
Total Assets | $ | 6,767.4 | | | $ | 6,541.7 | |
LIABILITIES AND EQUITY | | | |
Current Liabilities | | | |
| | | |
| | | |
Accounts payable, trade | $ | 344.6 | | | $ | 367.2 | |
Short-term debt, including current portion of long-term debt | 49.7 | | | 605.6 | |
Salaries, wages and benefits | 152.2 | | | 161.5 | |
Income taxes payable | 30.8 | | | 19.9 | |
| | | |
Other current liabilities | 333.0 | | | 317.1 | |
| | | |
Total Current Liabilities | 910.3 | | | 1,471.3 | |
Non-Current Liabilities | | | |
Long-term debt | 2,189.2 | | | 1,790.3 | |
Accrued pension benefits | 160.9 | | | 172.3 | |
Accrued postretirement benefits | 30.3 | | | 30.2 | |
Long-term operating lease liabilities | 75.5 | | | 78.7 | |
Deferred income taxes | 198.0 | | | 186.5 | |
Other non-current liabilities | 112.5 | | | 110.0 | |
| | | |
Total Non-Current Liabilities | 2,766.4 | | | 2,368.0 | |
Shareholders’ Equity | | | |
Class I and II Serial Preferred Stock, without par value: | | | |
Authorized – 10,000,000 shares each class, none issued | — | | | — | |
Common shares, without par value: | | | |
Authorized – 200,000,000 shares | | | |
Issued (including shares in treasury) (2024 – 79,171,638 shares; 2023 – 78,680,164 shares) | | | |
Stated capital | 40.7 | | | 40.7 | |
Other paid-in capital | 1,260.0 | | | 1,076.5 | |
Retained earnings | 2,441.5 | | | 2,232.2 | |
Accumulated other comprehensive loss | (147.4) | | | (146.9) | |
Treasury shares at cost (2024 – 9,054,863 shares; 2023 – 8,553,272 shares) | (661.5) | | | (620.1) | |
Total Shareholders’ Equity | 2,933.3 | | | 2,582.4 | |
Noncontrolling Interest | 157.4 | | | 120.0 | |
Total Equity | 3,090.7 | | | 2,702.4 | |
Total Liabilities and Equity | $ | 6,767.4 | | | $ | 6,541.7 | |
See accompanying Notes to the Consolidated Financial Statements.
Consolidated Statements of Cash Flows
(Unaudited)
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2024 | | 2023 |
(Dollars in millions) | | | |
CASH PROVIDED (USED) | | | |
Operating Activities | | | |
Net income | $ | 300.2 | | | $ | 346.1 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Depreciation and amortization | 165.6 | | | 149.0 | |
Impairment charges | 2.0 | | | 33.2 | |
Gain on sale of assets | (14.6) | | | — | |
| | | |
Gain on divestitures | — | | | (3.7) | |
| | | |
Deferred income tax (benefit) provision | (8.5) | | | 3.4 | |
Stock-based compensation expense | 16.7 | | | 22.9 | |
Pension and other postretirement expense | 4.9 | | | 2.6 | |
Pension and other postretirement benefit contributions and payments | (22.9) | | | (24.1) | |
| | | |
| | | |
Changes in operating assets and liabilities: | | | |
Accounts receivable | (88.5) | | | 13.0 | |
Unbilled receivables | (18.3) | | | (32.3) | |
Inventories | (12.5) | | | 47.6 | |
Accounts payable, trade | (16.7) | | | (58.8) | |
Other accrued expenses | 11.1 | | | (14.4) | |
Income taxes | (20.5) | | | (66.6) | |
Other, net | (0.9) | | | (1.0) | |
| | | |
| | | |
Net Cash Provided by Operating Activities | 297.1 | | | 416.9 | |
Investing Activities | | | |
Capital expenditures | (116.4) | | | (134.9) | |
Acquisitions, net of cash acquired | (167.7) | | | (464.7) | |
Proceeds from disposal of property, plant and equipment | 17.5 | | | 1.7 | |
Proceeds from divestitures, net of cash divested | 0.3 | | | 4.5 | |
Investments in short-term marketable securities, net | 16.5 | | | (5.6) | |
Other, net | (0.2) | | | (0.1) | |
| | | |
| | | |
Net Cash Used in Investing Activities | (250.0) | | | (599.1) | |
Financing Activities | | | |
Cash dividends paid to shareholders | (72.2) | | | (70.8) | |
Purchase of treasury shares | (31.4) | | | (218.4) | |
Proceeds from exercise of stock options | 5.5 | | | 21.3 | |
Payments related to tax withholding for stock-based compensation | (10.0) | | | (16.4) | |
Borrowings on accounts receivable facility | 257.0 | | | 82.0 | |
Payments on accounts receivable facility | (252.0) | | | (89.0) | |
Proceeds from long-term debt | 1,515.9 | | | 1,192.3 | |
Payments on long-term debt | (1,475.2) | | | (1,151.2) | |
Deferred financing costs | (5.5) | | | (0.5) | |
Short-term debt activity, net | (216.3) | | | 202.1 | |
Noncontrolling interest dividends paid | (1.1) | | | (0.6) | |
Proceeds from the sale of shares in Timken India Limited | 232.3 | | | 284.8 | |
Other | (1.2) | | | — | |
| | | |
| | | |
Net Cash (Used in) Provided by Financing Activities | (54.2) | | | 235.6 | |
Effect of exchange rate changes on cash | 1.2 | | | (19.0) | |
(Decrease) Increase in Cash, Cash Equivalents and Restricted Cash | (5.9) | | | 34.4 | |
Cash, cash equivalents and restricted cash at beginning of year | 419.3 | | | 340.7 | |
Cash, Cash Equivalents and Restricted Cash at End of Period | $ | 413.4 | | | $ | 375.1 | |
See accompanying Notes to the Consolidated Financial Statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollars in millions, except per share data)
Note 1 - Basis of Presentation
The accompanying Consolidated Financial Statements (unaudited) for The Timken Company (the "Company" or "Timken") have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by the accounting principles generally accepted in the United States ("U.S. GAAP") for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures considered necessary for a fair presentation have been included. For further information, refer to the Consolidated Financial Statements and accompanying Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Note 2 - Significant Accounting Policies
The Company's significant accounting policies are detailed in "Note 1 - Significant Accounting Policies" of the Annual Report on Form 10-K for the year ended December 31, 2023.
Recent Accounting Pronouncements:
New Accounting Guidance Issued and Not Yet Adopted:
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 40). ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. The amendments require that all entities disclose on an annual basis the amount of income taxes paid disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. For public entities, the new guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is preparing to adopt this guidance in 2025.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). ASU 2023-07 requires that a public entity disclose: (1) on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss; (2) on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition; and (3) the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The other segment items category is the difference between segment revenue less the segment expenses disclosed and each reported measure of segment profit or loss. For public entities, the new guidance is effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. The Company is preparing to adopt the new disclosure requirements beginning with its Annual Report on Form 10-K for the year ended December 31, 2024.
Note 3 - Acquisitions and Divestitures
Acquisitions:
On September 9, 2024, the Company acquired 100% of the capital stock of CGI, Inc. ("CGI"), a Nevada-based manufacturer of precision drive systems serving a broad range of automation markets with a concentration in medical robotics. CGI employs approximately 130 people and has its headquarters and manufacturing facilities in Carson City, Nevada. The acquisition of CGI enhances the Company's product portfolio. The total purchase price for this acquisition was $167.4 million, net of cash acquired of $8.9 million, subject to customary post-closing adjustments. Results for CGI are reported in the Industrial Motion segment. The Company incurred acquisition-related costs of $1.4 million to complete this acquisition.
The following table presents the purchase price allocation at fair value for the CGI acquisition as of September 30, 2024:
| | | | | |
| Initial Purchase Price Allocation |
Assets: | |
| |
Accounts receivable | $ | 4.2 | |
Inventories | 13.4 | |
| |
Other current assets | 0.2 | |
Property, plant and equipment | 10.0 | |
Operating lease assets | 1.8 | |
Goodwill | 79.8 | |
Other intangible assets | 88.4 | |
Other non-current assets | 3.0 | |
Total assets acquired | $ | 200.8 | |
Liabilities: | |
Accounts payable, trade | $ | 0.6 | |
Salaries, wages and benefits | 1.4 | |
| |
Other current liabilities | 2.8 | |
| |
| |
| |
| |
Deferred income taxes | 23.4 | |
Other non-current liabilities | 5.2 | |
Total liabilities assumed | $ | 33.4 | |
Net assets acquired | $ | 167.4 | |
The following table summarizes the preliminary purchase price allocation at fair value for identifiable intangible assets acquired in 2024:
| | | | | | | | |
| 2024 |
| | Weighted- Average Life |
| | |
Trade names | $ | 17.6 | | 19 years |
Technology and know-how | 21.6 | | 15 years |
Customer relationships | 49.2 | | 15 years |
| | |
| | |
Total intangible assets | $ | 88.4 | | |
Note 3 - Acquisitions and Divestitures (continued)
In determining the fair value of amounts above, the Company utilized a benchmarking approach based on the Company's prior acquisitions to determine the preliminary fair values for identified intangibles assets and inventory. Upon completion of the final valuation and purchase price allocation, the final fair values of the assets acquired, liabilities assumed and resulting goodwill may differ materially from the preliminary assessment. Any changes to the initial estimates of the fair value of the assets acquired and liabilities assumed will be recorded to those assets and liabilities and any residual amounts will be allocated to goodwill.
The amounts in the table above represent the preliminary purchase price allocation for CGI. This purchase price allocation, including the residual amount allocated to goodwill, is subject to change as additional information concerning final asset and liability valuations are obtained and management completes its reassessment of the measurement period procedures based on the results of the preliminary valuation. Given the proximity of the acquisition date to September 30, 2024, no elements of the purchase price allocation have been finalized as of September 30, 2024. During the applicable measurement period, the Company will adjust assets and liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values for those assets or liabilities as of that date. The effect of measurement period adjustments to the estimated fair values will be reflected as if the adjustments has been completed on the acquisition date.
During 2023, Timken completed six acquisitions, which enhanced the Company's capabilities and product portfolio. On December 20, 2023, the Company completed the acquisition of 100% of the capital stock of Lagersmit Holding B.V. ("Lagersmit"), a Netherlands-based manufacturer of highly engineered sealing solutions for marine, dredging, water, tidal energy and other industrial applications. On November 1, 2023, the Company acquired Engineered Solutions Group ("iMECH"). The Company acquired 100% of the capital stock in the United States and substantially all of the assets in Canada. iMECH manufactures thrust bearings, radial bearings, specialty coatings and other components primarily used in the energy industry. iMECH has facilities in Houston, Texas and Alberta, Canada. On September 29, 2023, the Company acquired 100% of the capital stock of Rosa Sistemi S.p.A. ("Rosa"), a European designer and manufacturer of roller guideways, linear bearings, customized linear systems and actuators, commercialized ball guideways and precision ball screws. Rosa has its headquarters, R&D and high-precision manufacturing facility in Milan, Italy. On September 1, 2023, the Company acquired 100% of the capital stock of D-C Filtration Holdings Corp. ("Des-Case"), a Tennessee-based manufacturer of specialty filtration products for industrial lubricants. Des-Case has manufacturing facilities in Tennessee and the Netherlands. On April 4, 2023, the Company acquired 100% of the capital stock of Leonardo Top S.a.r.l. ("Nadella"), a leading European manufacturer of linear guides, telescopic rails, actuators and systems and other specialized industrial motion solutions. Based in Italy, Nadella operates manufacturing facilities in Europe and China. On January 31, 2023, the Company acquired substantially all of the assets of American Roller Bearing Company ("ARB"), a North Carolina-based manufacturer of industrial bearings. ARB, which boasts a large U.S. installed base and strong aftermarket business, operates manufacturing facilities in Hiddenite and Morganton, North Carolina. The total purchase price for these six acquisitions was $641.4 million (including working capital adjustments paid in 2024), net of cash acquired of $30.8 million. Results for Lagersmit, Rosa, Des-Case and Nadella are reported in the Industrial Motion segment, and results for iMECH and ARB are reported in the Engineered Bearings segment. The Company incurred acquisition-related costs of $6.7 million in total to complete these six acquisitions in 2023.
Note 3 - Acquisitions and Divestitures (continued)
The following table presents the updated purchase price allocation at fair value, net of cash acquired, for the 2023 acquisitions, as of December 31, 2023 and September 30, 2024:
| | | | | | | | | | | |
| Purchase Price Allocation at December 31, 2023 | 2024 Adjustments | Updated Purchase Price Allocation at September 30, 2024 |
Assets: | | | |
| | | |
Accounts receivable | $ | 44.7 | | $ | (0.8) | | $ | 43.9 | |
Inventories | 111.8 | | 1.7 | | 113.5 | |
Other current assets | 5.0 | | — | | 5.0 | |
Property, plant and equipment | 47.7 | | 0.2 | | 47.9 | |
Operating lease assets | 7.3 | | (0.1) | | 7.2 | |
Goodwill | 285.6 | | 6.3 | | 291.9 | |
Other intangible assets | 306.7 | | (7.2) | | 299.5 | |
Other non-current assets | 6.7 | | (1.6) | | 5.1 | |
Total assets acquired | $ | 815.5 | | $ | (1.5) | | $ | 814.0 | |
Liabilities: | | | |
Accounts payable, trade | $ | 24.0 | | $ | 0.2 | | $ | 24.2 | |
Salaries, wages and benefits | 16.9 | | (2.0) | | 14.9 | |
Income taxes payable | 5.5 | | — | | 5.5 | |
Other current liabilities | 10.7 | | (0.7) | | 10.0 | |
Short-term debt | 4.7 | | 0.4 | | 5.1 | |
Long-term debt | 6.0 | | — | | 6.0 | |
Accrued pension benefits | 3.6 | | — | | 3.6 | |
Long-term operating lease liabilities | 7.0 | | — | | 7.0 | |
Deferred income taxes | 83.3 | | (0.9) | | 82.4 | |
Other non-current liabilities | 7.6 | | — | | 7.6 | |
Total liabilities assumed | $ | 169.3 | | $ | (3.0) | | $ | 166.3 | |
Noncontrolling interest acquired | 5.2 | | 1.1 | | 6.3 | |
Net assets acquired | $ | 641.0 | | $ | 0.4 | | $ | 641.4 | |
The following table summarizes the preliminary purchase price allocation at fair value for identifiable intangible assets acquired in 2023:
| | | | | | | | |
| 2023 |
| | Weighted- Average Life |
| | |
Trade names | $ | 25.6 | | 17 years |
Technology and know-how | 70.5 | | 15 years |
Customer relationships | 201.8 | | 14 years |
Non-compete agreements | 1.0 | | 3 years |
Capitalized software | 0.6 | | 2 years |
Total intangible assets | $ | 299.5 | | |
Note 3 - Acquisitions and Divestitures (continued)
In determining the fair value of the amounts above, the Company utilized various forms of the income, cost and market approaches depending on the asset or liability being valued. The estimation of fair value required judgment related to future net cash flows, discount rates, competitive trends, market comparisons and other factors. As a result, the Company utilized third-party valuation specialists to assist in determining the fair value of certain assets. Inputs were generally determined by considering independent appraisals and historical data, supplemented by current and anticipated market conditions.
The amounts in the table above represent the purchase price allocation for the 2023 acquisitions as of the dates noted above. This purchase price allocation, including the residual amount allocated to goodwill, has been adjusted as additional information concerning final asset and liability valuations have been obtained, and management has completed its reassessment of the measurement period procedures. The purchase price allocation for Lagersmit is preliminary with respect to the valuation of inventory and intangible assets and any impact to the related deferred taxes, as well as changes to the residual amount allocated to goodwill. The purchase price allocations for iMECH, Rosa, Des-Case, Nadella and ARB are complete. During the applicable measurement period, the Company will adjust assets and liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values for those assets or liabilities as of that date. The effect of measurement period adjustments to the estimated fair values will be reflected as if the adjustments had been completed on the acquisition date.
Divestitures:
On September 20, 2023, the Company entered into a definitive agreement to sell Jiangsu TWB Bearings Co., Ltd. ("TWB"). During the third quarter of 2023, the business met the held for sale criteria, and the Company reclassified its assets and liabilities accordingly. As a result of the carrying value of the legal entity exceeding the estimated sales price less costs to sell, the Company recorded an impairment charge of $1.0 million for the three months ended September 30, 2023. The impairment charge is included in the impairment and restructuring line on the Consolidated Statement of Income. The sale of TWB was completed on October 16, 2023.
On February 28, 2023, the Company completed the sale of all of its membership interest in S.E. Setco Services Company, LLC ("SE Setco"), a 50% owned joint venture. The Company had accounted for SE Setco as an equity method investment prior to the sale. The Company received $5.7 million in cash proceeds for SE Setco and recognized a pretax gain of $4.8 million on the sale. The gain was reflected in other income, net in the Consolidated Statement of Income.
Sale of Other Assets:
On September 30, 2024, the Company completed the sale of its former bearing plant in Gaffney, South Carolina. The Company received $16.0 million in cash proceeds for the Gaffney plant and recognized a pretax gain of $13.8 million on the sale. The gain was reflected in gain on sale of real estate in the Consolidated Statement of Income.
Note 4 - Segment Information
The primary measurement used by management to measure the financial performance of each segment is earnings before interest, taxes, depreciation and amortization ("EBITDA").
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Net sales: | | | | | | | |
Engineered Bearings | $ | 740.7 | | | $ | 775.6 | | | $ | 2,326.6 | | | $ | 2,533.5 | |
Industrial Motion | 386.1 | | | 367.1 | | | 1,172.8 | | | 1,144.3 | |
Net sales | $ | 1,126.8 | | | $ | 1,142.7 | | | $ | 3,499.4 | | | $ | 3,677.8 | |
Segment EBITDA: | | | | | | | |
Engineered Bearings | $ | 150.0 | | | $ | 148.2 | | | $ | 492.0 | | | $ | 538.7 | |
Industrial Motion | 70.9 | | | 70.3 | | | 223.8 | | | 199.4 | |
Total EBITDA, for reportable segments | $ | 220.9 | | | $ | 218.5 | | | $ | 715.8 | | | $ | 738.1 | |
Unallocated corporate expense | (25.7) | | | (17.0) | | | (61.0) | | | (47.9) | |
Corporate pension and other postretirement benefit related (expense) income (1) | — | | | (0.2) | | | — | | | 1.7 | |
| | | | | | | |
Depreciation and amortization | (56.1) | | | (52.2) | | | (165.6) | | | (149.0) | |
Interest expense | (30.3) | | | (27.5) | | | (97.1) | | | (79.9) | |
Interest income | 3.4 | | | 2.6 | | | 11.3 | | | 6.0 | |
Income before income taxes | $ | 112.2 | | | $ | 124.2 | | | $ | 403.4 | | | $ | 469.0 | |
(1) Corporate pension and other postretirement benefit related income represents actuarial (losses) and gains that resulted from the remeasurement of pension and other postretirement plan assets and obligations as a result of changes in assumptions or experience.
| | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 |
Total Assets by Segment: | | | |
Engineered Bearings | $ | 3,273.4 | | | $ | 3,296.8 | |
Industrial Motion | 3,004.7 | | | 2,744.5 | |
Corporate (2) | 489.3 | | | 500.4 | |
| $ | 6,767.4 | | | $ | 6,541.7 | |
(2) Corporate assets include corporate buildings and cash and cash equivalents.
Note 5 - Revenue
The following table presents details deemed most relevant to the users of the financial statements about total revenue for the three and nine months ended September 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | Three Months Ended |
| September 30, 2024 | September 30, 2023 |
| Engineered Bearings | Industrial Motion | Total | Engineered Bearings | Industrial Motion | Total |
United States | $ | 310.4 | | $ | 202.4 | | $ | 512.8 | | $ | 307.4 | | $ | 190.6 | | $ | 498.0 | |
Americas excluding the United States | 95.5 | | 28.1 | | 123.6 | | 96.1 | | 26.5 | | 122.6 | |
Europe / Middle East / Africa | 139.9 | | 124.0 | | 263.9 | | 158.6 | | 125.9 | | 284.5 | |
China | 81.2 | | 20.3 | | 101.5 | | 110.7 | | 18.3 | | 129.0 | |
Asia-Pacific excluding China | 113.7 | | 11.3 | | 125.0 | | 102.8 | | 5.8 | | 108.6 | |
Net sales | $ | 740.7 | | $ | 386.1 | | $ | 1,126.8 | | $ | 775.6 | | $ | 367.1 | | $ | 1,142.7 | |
| | | | | | |
| Nine Months Ended | Nine Months Ended |
| September 30, 2024 | September 30, 2023 |
| Engineered Bearings | Industrial Motion | Total | Engineered Bearings | Industrial Motion | Total |
United States | $ | 981.4 | | $ | 598.6 | | $ | 1,580.0 | | $ | 965.9 | | $ | 603.7 | | $ | 1,569.6 | |
Americas excluding the United States | 286.5 | | 79.2 | | 365.7 | | 284.3 | | 82.3 | | 366.6 | |
Europe / Middle East / Africa | 460.4 | | 401.8 | | 862.2 | | 518.1 | | 376.3 | | 894.4 | |
China | 233.8 | | 59.6 | | 293.4 | | 425.6 | | 57.5 | | 483.1 | |
Asia-Pacific excluding China | 364.5 | | 33.6 | | 398.1 | | 339.6 | | 24.5 | | 364.1 | |
Net sales | $ | 2,326.6 | | $ | 1,172.8 | | $ | 3,499.4 | | $ | 2,533.5 | | $ | 1,144.3 | | $ | 3,677.8 | |
When reviewing revenue by sales channel, the Company separates net sales to original equipment manufacturers ("OEMs") from sales to distributors and end users. The following table presents the approximate percent of revenue by sales channel for the nine months ended September 30, 2024 and 2023:
| | | | | | | | |
| Nine Months Ended | Nine Months Ended |
Revenue by sales channel | September 30, 2024 | September 30, 2023 |
Original equipment manufacturers | 55% | 60% |
Distribution/end users | 45% | 40% |
In addition to disaggregating revenue by segment, geography and by sales channel as shown above, the Company believes information about the timing of transfer of goods or services and type of customer is also relevant. During the nine months ended September 30, 2024 and September 30, 2023, approximately 10% and 9%, respectively, of total net sales were recognized over-time because of the continuous transfer of control to the customer, with the remainder recognized as of a point in time. Finally, business with the United States ("U.S.") government or its contractors represented approximately 6% of total net sales during the nine months ended September 30, 2024 and September 30, 2023.
Remaining Performance Obligations:
Remaining performance obligations represent the transaction price of orders meeting the definition of a contract for which work has not been performed and excludes unexercised contract options. Performance obligations having a duration of more than one year are concentrated in contracts for certain products and services provided to the U.S. government or its contractors. The aggregate amount of the transaction price allocated to remaining performance obligations for such contracts with a duration of more than one year was approximately $178.0 million at September 30, 2024.
Note 5 - Revenue (continued)
Unbilled Receivables:
The following table contains a rollforward of unbilled receivables for the nine months ended September 30, 2024 and the twelve months ended December 31, 2023:
| | | | | | | | |
| September 30, 2024 | December 31, 2023 |
Beginning balance, January 1 | $ | 144.5 | | $ | 103.9 | |
Additional unbilled revenue recognized | 301.3 | | 424.1 | |
Less: amounts billed to customers | (283.2) | | (383.5) | |
| | |
| | |
Ending balance | $ | 162.6 | | $ | 144.5 | |
There were no impairment losses recorded on unbilled receivables for the nine months ended September 30, 2024 and the twelve months ended December 31, 2023.
Deferred Revenue:
The following table contains a rollforward of deferred revenue for the nine months ended September 30, 2024 and the twelve months ended December 31, 2023:
| | | | | | | | |
| September 30, 2024 | December 31, 2023 |
Beginning balance, January 1 | $ | 45.4 | | $ | 54.3 | |
Acquisitions | 0.6 | | 1.4 | |
Revenue received or billed in advance of recognition | 133.3 | | 165.2 | |
Less: revenue recognized | (119.0) | | (175.5) | |
Ending balance | $ | 60.3 | | $ | 45.4 | |
Note 6 - Income Taxes
The Company's provision for income taxes in interim periods is computed by applying the estimated annual effective tax rates to income or loss before income taxes for the period. In addition, non-recurring or discrete items are recorded during the period(s) in which they occur.
| | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | 2023 | | 2024 | 2023 |
Provision for income taxes | $ | 24.6 | | $ | 33.3 | | | $ | 103.2 | | $ | 122.9 | |
Effective tax rate | 21.9 | % | 26.8 | % | | 25.6 | % | 26.2 | % |
Income tax expense for the three and nine months ended September 30, 2024 was calculated using forecasted multi-jurisdictional annual effective tax rates to determine a blended annual effective tax rate. The effective tax rate differs from the U.S. federal statutory rate of 21% due to the actual and projected mix of earnings in non-U.S. jurisdictions with relatively higher tax rates, U.S. state and local income taxes, and other permanent differences (net).
The effective tax rate of 21.9% and 25.6% for the three and nine months ended September 30, 2024, respectively, was lower than the effective tax rate for the three and nine months ended September 30, 2023, respectively, primarily due to the net favorable impact of discrete items versus the year ago periods.
On December 20, 2021, the Organization for Economic Co-operation and Development (“OECD”) released Pillar Two model rules defining the global minimum tax, which calls for the taxation of large corporations at a minimum rate of 15%. Certain jurisdictions, in which the Company operates, enacted, or announced their intention to enact, legislation consistent with one or more OECD Pillar Two model rules. The model rules include minimum domestic top-up taxes, income inclusion rules, and undertaxed profit rules all aimed to ensure that multinational companies pay a minimum effective corporate tax rate of 15% in each jurisdiction in which they operate, with some rules effective in 2024. Management does not expect Pillar Two legislation to materially impact the Company's annual effective tax rate in 2024.
Note 7 - Earnings Per Share
The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the three and nine months ended September 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Numerator: | | | | | | | |
Net income attributable to The Timken Company | $ | 81.8 | | | $ | 87.9 | | | $ | 281.5 | | | $ | 335.4 | |
| | | | | | | |
| | | | | | | |
Denominator: | | | | | | | |
Weighted average number of shares outstanding - basic | 70,120,860 | | | 70,878,673 | | | 70,246,103 | | | 71,740,846 | |
Effect of dilutive securities: | | | | | | | |
Stock options and awards - based on the treasury stock method | 542,881 | | | 656,936 | | | 546,983 | | | 716,003 | |
Weighted average number of shares outstanding assuming dilution of stock options and awards | 70,663,741 | | | 71,535,609 | | | 70,793,086 | | | 72,456,849 | |
Basic earnings per share | $ | 1.17 | | | $ | 1.24 | | | $ | 4.01 | | | $ | 4.68 | |
Diluted earnings per share | $ | 1.16 | | | $ | 1.23 | | | $ | 3.98 | | | $ | 4.63 | |
The dilutive effect of performance-based restricted stock units is taken into account once they have met minimum performance thresholds. The dilutive effect of stock options includes all outstanding stock options except stock options that are considered antidilutive. Stock options are antidilutive when the exercise price exceeds the average market price of the Company’s common shares during the periods presented. There were no antidilutive stock options outstanding during the three and nine months ended September 30, 2024 and 2023.
Note 8 - Inventories
The components of inventories at September 30, 2024 and December 31, 2023 were as follows:
| | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 |
Manufacturing supplies | $ | 44.1 | | | $ | 41.9 | |
Raw materials | 154.0 | | | 145.6 | |
Work in process | 517.5 | | | 496.1 | |
Finished products | 630.5 | | | 619.2 | |
Subtotal | 1,346.1 | | | 1,302.8 | |
Allowance for obsolete and surplus inventory | (90.8) | | | (73.7) | |
Total inventories, net | $ | 1,255.3 | | | $ | 1,229.1 | |
Inventories are valued at net realizable value, with approximately 61% valued on the first-in, first-out ("FIFO") method and the remaining 39% valued on the last-in, first-out ("LIFO") method. The majority of the Company's U.S. inventories are valued on the LIFO method. The Company's non-U.S. inventories are valued on the FIFO method.
The LIFO reserves as of September 30, 2024 and December 31, 2023 were $251.7 million and $232.1 million, respectively. An actual valuation of the inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on current inventory levels and costs. Because these calculations are subject to many factors beyond management’s control, annual results may differ from interim results as they are subject to the final year-end LIFO inventory valuation.
Note 9 - Goodwill and Other Intangible Assets
The Company tests goodwill and indefinite-lived intangible assets for impairment at least annually, performing its annual impairment test as of October 1st. Goodwill and indefinite-lived intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
The Company reviews goodwill for impairment at the reporting unit level. The Engineered Bearings segment has one reporting unit and the Industrial Motion segment has six reporting units.
During the first three months of 2023, the Company reviewed goodwill for impairment for its reporting units due to the change in reporting segments that went into effect January 1, 2023. The Company utilized both an income approach and a market approach in testing goodwill for impairment. The Company utilized updated forecasts for the income approach as part of the goodwill impairment review. Based on the earnings and cash flow forecasts for the Belts & Chain reporting unit within the Industrial Motion segment, the Company determined that the reporting unit could not support the carrying value of its goodwill. As a result, the Company recorded a pretax impairment loss of $28.3 million during the first three months of 2023, which was reported in impairment and restructuring charges on the Consolidated Statement of Income.
The changes in the carrying amount of goodwill for the nine months ended September 30, 2024 were as follows:
| | | | | | | | | | | | |
| Engineered Bearings | Industrial Motion | | Total |
Beginning balance, January 1 | $ | 692.3 | | $ | 677.3 | | | $ | 1,369.6 | |
Acquisitions | — | | 79.8 | | | 79.8 | |
| | | | |
Foreign currency translation adjustments and other changes | 8.2 | | 7.9 | | | 16.1 | |
Ending balance | $ | 700.5 | | $ | 765.0 | | | $ | 1,465.5 | |
The acquisition of CGI added goodwill of $79.8 million in 2024. Goodwill arising from this acquisition is attributed to the expected synergies, including future cost savings, and other benefits expected to be generated by combining the companies. The goodwill related to CGI is not deductible for tax purposes.
The following table displays intangible assets as of September 30, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | | | | |
| Balance at September 30, 2024 | Balance at December 31, 2023 |
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount |
Intangible assets subject to amortization: | | | | | | |
Customer relationships | $ | 832.8 | | $ | (260.8) | | $ | 572.0 | | $ | 776.5 | | $ | (222.8) | | $ | 553.7 | |
Technology and know-how | 369.5 | | (117.5) | | 252.0 | | 343.3 | | (100.9) | | 242.4 | |
Trade names | 124.3 | | (16.0) | | 108.3 | | 71.3 | | (11.2) | | 60.1 | |
Capitalized software | 302.8 | | (275.5) | | 27.3 | | 299.5 | | (272.8) | | 26.7 | |
Other | 11.6 | | (10.3) | | 1.3 | | 10.8 | | (8.7) | | 2.1 | |
| $ | 1,641.0 | | $ | (680.1) | | $ | 960.9 | | $ | 1,501.4 | | $ | (616.4) | | $ | 885.0 | |
Intangible assets not subject to amortization: | | | | | | |
Trade names | $ | 89.9 | | | $ | 89.9 | | $ | 137.7 | | | $ | 137.7 | |
FAA air agency certificates | 8.7 | | | 8.7 | | 8.7 | | | 8.7 | |
| $ | 98.6 | | | $ | 98.6 | | $ | 146.4 | | | $ | 146.4 | |
Total intangible assets | $ | 1,739.6 | | $ | (680.1) | | $ | 1,059.5 | | $ | 1,647.8 | | $ | (616.4) | | $ | 1,031.4 | |
Amortization expense for intangible assets was $64.2 million and $53.1 million for the nine months ended September 30, 2024 and 2023, respectively. Amortization expense for intangible assets is projected to be approximately $86 million in 2024; $84 million in 2025; $81 million in 2026; $78 million in 2027; and $77 million in 2028.
Note 10 - Other Current Liabilities
The following table displays other current liabilities as of September 30, 2024 and December 31, 2023:
| | | | | | | | |
| September 30, 2024 | December 31, 2023 |
Sales rebates | $ | 67.1 | | $ | 79.0 | |
Deferred revenue | 60.3 | | 45.4 | |
Operating lease liabilities | 29.6 | | 25.9 | |
Interest | 24.8 | | 16.4 | |
Taxes other than income and payroll taxes | 21.2 | | 17.8 | |
Product warranty | 17.1 | | 15.2 | |
Freight and duties | 16.5 | | 13.4 | |
Professional fees | 13.8 | | 12.5 | |
Current derivative liability | 5.4 | | 11.4 | |
Restructuring | 3.3 | | 5.8 | |
Other | 73.9 | | 74.3 | |
Total other current liabilities | $ | 333.0 | | $ | 317.1 | |
Note 11 - Financing Arrangements
Short-term debt at September 30, 2024 and December 31, 2023 was as follows:
| | | | | | | | |
| September 30, 2024 | December 31, 2023 |
Variable-rate Term Loan, originally due to mature on August 16, 2024; redeemed on May 29, 2024 | $ | — | | $ | 220.8 | |
Borrowings under lines of credit for certain of the Company’s foreign subsidiaries with various banks with interest rates ranging from 4.00% to 4.45% at September 30, 2024 and 4.35% to 7.33% at December 31, 2023 | 25.9 | | 25.4 | |
Short-term debt | $ | 25.9 | | $ | 246.2 | |
On August 16, 2023, the Company entered into a €200 million variable-rate term loan ("2024 Term Loan"), maturing on August 16, 2024. The Company repaid the 2024 Term Loan during the second quarter of 2024.
Lines of credit for certain of the Company's foreign subsidiaries provide for short-term borrowings. Most of these lines of credit are uncommitted. At September 30, 2024, the Company’s foreign subsidiaries had borrowings outstanding of $25.9 million and bank guarantees of $2.4 million.
Long-term debt at September 30, 2024 and December 31, 2023 was as follows:
| | | | | | | | |
| September 30, 2024 | December 31, 2023 |
Variable-rate Senior Credit Facility with an average interest rate on U.S. Dollar of 6.48% and Euro of 4.85% at December 31, 2023 | $ | — | | $ | 247.4 | |
Variable-rate Accounts Receivable Facility with an interest rate of 6.20% at September 30, 2024 and 6.42% at December 31, 2023 | 72.0 | | 67.0 | |
Variable-rate Term Loan(1), maturing on December 5, 2027, with an interest rate of 6.07% at September 30, 2024 and 6.58% at December 31, 2023 | 399.5 | | 399.3 | |
Fixed-rate Senior Unsecured Notes(1), originally due to mature on September 1, 2024; redeemed on June 24, 2024. | — | | 350.0 | |
Fixed-rate Euro Senior Unsecured Notes(1), maturing on September 7, 2027, with an interest rate of 2.02% | 167.0 | | 165.5 | |
Fixed-rate Euro Senior Unsecured Notes(1), maturing on May 23, 2034, with an interest rate of 4.125% | 655.9 | | — | |
Fixed-rate Senior Unsecured Notes(1), maturing on December 15, 2028, with an interest rate of 4.50% | 398.0 | | 397.7 | |
Fixed-rate Medium-Term Notes, Series A(1), maturing at various dates through May 2028, with interest rates ranging from 6.74% to 7.76% | 154.8 | | 154.8 | |
Fixed-rate Senior Unsecured Notes(1), maturing on April 1, 2032, with an interest rate of 4.125% | 344.8 | | 343.7 | |
Fixed-rate Euro Bank Loan, maturing on June 30, 2033, with an interest rate of 2.15% | 11.8 | | 12.7 | |
| | |
Other | 9.2 | | 11.6 | |
Total debt | $ | 2,213.0 | | $ | 2,149.7 | |
Less: current maturities | 23.8 | | 359.4 | |
Long-term debt | $ | 2,189.2 | | $ | 1,790.3 | |
(1) Net of discounts and fees
Note 11 - Financing Arrangements (continued)
The Company is party to a $100 million Amended and Restated Asset Securitization Agreement (the "Accounts Receivable Facility"), which matures on November 30, 2026. Under the terms of the Accounts Receivable Facility, the Company sells, on an ongoing basis, certain domestic trade receivables to Timken Receivables Corporation, a wholly-owned consolidated subsidiary that, in turn, uses the trade receivables to secure borrowings that are funded through a vehicle that issues commercial paper in the short-term market. Borrowings under the Accounts Receivable Facility may be limited by certain borrowing base limitations; however, availability under the Accounts Receivable Facility was not reduced by any such borrowing base limitations at September 30, 2024. As of September 30, 2024, there were $72 million outstanding borrowings under the Accounts Receivable Facility, which reduced the availability under this facility to $28 million. The cost of this facility, which is the prevailing commercial paper rate plus facility fees, is considered a financing cost and is included in interest expense in the Consolidated Statements of Income.
On December 5, 2022, the Company entered into the Fifth Amended and Restated Credit Agreement ("Credit Agreement"), which is comprised of a $750 million unsecured revolving credit facility ("Senior Credit Facility") and a $400 million unsecured term loan facility ("2027 Term Loan") that each mature on December 5, 2027. The interest rates under the Credit Agreement are based on Secured Overnight Financing Rate ("SOFR"). At September 30, 2024, the Company had no outstanding borrowings under the Senior Credit Facility. The Credit Agreement has two financial covenants: a consolidated net leverage ratio and a consolidated interest coverage ratio.
On May 23, 2024, the Company issued fixed-rate unsecured senior notes ("2034 Notes") in the aggregate principal amount of €600 million with an interest rate of 4.125%, maturing on May 23, 2034. Proceeds from the 2034 Notes were used for the redemption of the Company's outstanding fixed-rate unsecured senior notes ("2024 Notes") in the aggregate principal amount of $350 million, that were due to mature on September 1, 2024, as well as the repayment of other debt outstanding at the time of issuance.
At September 30, 2024, the Company was in full compliance with all applicable covenants on its outstanding debt.
In the ordinary course of business, the Company utilizes standby letters of credit issued by financial institutions to guarantee certain obligations, most of which relate to certain insurance contracts and indirect taxes. At September 30, 2024, outstanding letters of credit totaled $58.2 million, most with expiration dates within 12 months.
The maturities of long-term debt (including $8.7 million of finance leases) subsequent to September 30, 2024 are as follows:
| | | | | |
Year | |
2024 | $ | 7.8 | |
2025 | 29.1 | |
2026 | 125.7 | |
2027 | 524.6 | |
2028 | 521.4 | |
2029 | 1.4 | |
Thereafter | 1,023.0 | |
The table above excludes $20.0 million of unamortized discounts and fees that are netted against long-term debt at September 30, 2024.
Note 12 - Supply Chain Financing
The Company offers a supplier finance program with two different financial institutions where suppliers may receive early payment from the financial institutions on invoices issued to the Company. The Company and each financial institution entered into arrangements whereby the Company pays the financial institution per the terms of any supplier invoice paid early under the program and pays an annual fee for the supplier finance platform subscription and related support. The Company or the financial institutions may terminate participation in the program with 90 days’ written notice. The supplier finance programs are unsecured and are not guaranteed by the Company. The financial institutions enter into separate arrangements with suppliers directly to participate in the program. The Company does not determine the terms or conditions of such arrangements or participate in the transactions between the suppliers and the financial institutions. The supplier invoice terms under the program typically require payment in full within 90 days of the invoice date.
The following table is a rollforward of the outstanding obligations for the Company’s supplier finance program for the nine months ended September 30, 2024 and twelve months ended December 31, 2023:
| | | | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 | | |
Confirmed obligations outstanding, January 1 | $ | 21.3 | | | $ | 14.4 | | | |
Invoices confirmed | 82.7 | | | 97.1 | | | |
Confirmed invoices paid | (86.4) | | | (90.2) | | | |
Confirmed obligations outstanding, ending balance | $ | 17.6 | | | $ | 21.3 | | | |
The obligations outstanding at September 30, 2024 and December 31, 2023 were included in accounts payable, trade on the Consolidated Balance Sheet.
Note 13 - Contingencies
The Company is responsible for environmental remediation at various manufacturing facilities presently or formerly operated by the Company. On December 28, 2004, the United States Environmental Protection Agency (“USEPA”) sent Lovejoy, LLC ("Lovejoy") a Special Notice Letter that identified Lovejoy as a potentially responsible party, for investigation and remediation obligations at the Ellsworth Industrial Park Site, Downers Grove, DuPage County, Illinois (the “Site”) under the Comprehensive Environmental Response, Compensation and Liability Act, known as the Superfund, or similar state laws. Claims for investigation and remediation have been asserted against Lovejoy and at least 14 unrelated parties, which are believed to be financially solvent and are expected to fulfill their proportionate share of the obligation. The Company acquired Lovejoy in 2016. Lovejoy’s Downers Grove property is situated within the Ellsworth Industrial Complex. The USEPA and the Illinois Environmental Protection Agency (“IEPA”) allege there have been one or more releases or threatened releases of hazardous substances, including, but not limited to, a release or threatened release on or from Lovejoy's property at the Site. Lovejoy’s allocated share of past and future costs related to the Site, including for investigation and/or remediation, could be significant. All previously pending property damage and personal injury lawsuits against Lovejoy related to the Site were settled or dismissed prior to our acquisition of Lovejoy.
In addition, governmental authorities in the United States and the European Union are increasingly focused on regulating per- and polyfluoroalkyl substances (“PFAS”). PFAS regulations are applicable to portions of the Company's products, and conditions may develop, arise or be discovered that create environmental compliance or remediation liabilities at certain of its facilities.
The Company had total environmental accruals of $4.5 million and $4.7 million for various known environmental matters that are probable and reasonably estimable at September 30, 2024 and December 31, 2023, respectively, which includes the Lovejoy matter described above. These accruals were recorded based upon the best estimate of costs to be incurred considering the progress made in determining the magnitude of remediation costs, the timing and extent of remedial actions required by governmental authorities and the amount of the Company’s liability in proportion to other responsible parties. The ultimate resolution of these matters could result in actual costs that exceed amounts accrued.
Note 13 - Contingencies (continued)
Legal Matter:
On June 11, 2024, the Company's subsidiary, Timken India Limited ("TIL"), received a government order claiming damages (penalties and interest) totaling approximately $12.4 million. The order relates to the closure of TIL’s retirement trust for employees and subsequent transfer of trust assets to the government-administered Employees’ Provident Fund Organization ("EFPO"). The order alleges that the surrender of trust assets did not follow applicable EFPO timing guidelines. TIL believes it fully complied with EFPO requirements and guidelines under the circumstances. TIL is disputing the merits of the order and has filed an appeal with the high court in India having jurisdiction over the matter. Management believes that relief will be provided to TIL once the matter is fully adjudicated; accordingly, no liability has been recorded. While no assurance can be given as to the ultimate outcome of this matter, the Company does not believe that the final resolution will have a material effect on the Company's consolidated financial position or liquidity; however, the effect of any future outcome may be material to the results of operations of any particular period in which costs, if any, are recognized.
Product Warranties:
In addition to the contingencies above, the Company provides limited warranties on certain of its products. The product warranty liability included in "Other current liabilities" on the Consolidated Balance Sheets was $17.1 million and $15.2 million at September 30, 2024 and December 31, 2023, respectively. The balances at the end of each respective period represent the best estimates of costs for existing and future claims for products that are still under warranty. The liability primarily relates to accruals for products sold into the automotive and wind energy sectors. Accrual estimates are based on actual claims and expected trends that continue to mature. In addition, the Company continues to evaluate claims raised by certain customers with respect to the performance of bearings sold into the wind energy and automotive sectors. Management believes that the outcome of these claims will not have a material effect on the Company's consolidated financial position; however, the effect of a change in our assessment may be material to the results of operations of any particular period in which such change occurs.
The following is a rollforward of the consolidated product warranty accrual for the nine months ended September 30, 2024 and twelve months ended December 31, 2023:
| | | | | | | | | |
| September 30, 2024 | December 31, 2023 | |
Beginning balance, January 1 | $ | 15.2 | | $ | 23.5 | | |
Expense | 5.9 | | 5.9 | | |
Payments | (4.0) | | (14.2) | | |
Ending balance | $ | 17.1 | | $ | 15.2 | | |
Note 14 - Equity
The following tables present the changes in the components of equity for the three and nine months ended September 30, 2024 and 2023, respectively:
| | | | | | | | | | | | | | | | | | | | | | | |
| | The Timken Company Shareholders | |
| Total | Stated Capital | Other Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Non controlling Interest |
Balance at June 30, 2024 | $ | 2,950.1 | | $ | 40.7 | | $ | 1,255.9 | | $ | 2,383.5 | | $ | (223.5) | | $ | (659.8) | | $ | 153.3 | |
Net income | 87.6 | | | | 81.8 | | | | 5.8 | |
Foreign currency translation adjustment | 78.7 | | | | | 79.3 | | | (0.6) | |
Pension and other postretirement liability adjustments (net of income tax benefit of $0.6 million) | (1.6) | | | | | (1.6) | | | |
| | | | | | | |
Change in fair value of derivative financial instruments, net of reclassifications | (1.6) | | | | | (1.6) | | | |
Dividends declared to noncontrolling interest | (1.1) | | | | | | | (1.1) | |
Dividends - $0.34 per share | (23.8) | | | | (23.8) | | | | |
Sale of shares of Timken India Limited | (1.2) | | | (1.2) | | | | | |
| | | | | | | |
Stock-based compensation expense | 5.2 | | | 5.2 | | | | | |
Stock purchased at fair market value | (1.7) | | | | | | (1.7) | | |
Stock option exercise activity | 0.1 | | | 0.1 | | | | | |
| | | | | | | |
| | | | | | | |
Balance at September 30, 2024 | $ | 3,090.7 | | $ | 40.7 | | $ | 1,260.0 | | $ | 2,441.5 | | $ | (147.4) | | $ | (661.5) | | $ | 157.4 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | The Timken Company Shareholders | |
| Total | Stated Capital | Other Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Non controlling Interest |
Balance at December 31, 2023 | $ | 2,702.4 | | $ | 40.7 | | $ | 1,076.5 | | $ | 2,232.2 | | $ | (146.9) | | $ | (620.1) | | $ | 120.0 | |
Net income | 300.2 | | | | 281.5 | | | | 18.7 | |
Foreign currency translation adjustment | (1.3) | | | | | (0.2) | | | (1.1) | |
Pension and other postretirement liability adjustments (net of income tax benefit of $1.5 million) | (4.6) | | | | | (4.6) | | | |
Change in fair value of derivative financial instruments, net of reclassifications | (1.3) | | | | | (1.3) | | | |
Dividends - $1.01 per share | (72.2) | | | | (72.2) | | | | |
Dividends declared to noncontrolling interest | (1.1) | | | | | | | (1.1) | |
Sale of shares of Timken India Limited | 186.8 | | | 161.3 | | | 5.6 | | | 19.9 | |
Noncontrolling interest acquired | 1.0 | | | | | | | 1.0 | |
Stock-based compensation expense | 16.7 | | | 16.7 | | | | | |
Stock purchased at fair market value | (31.4) | | | | | | (31.4) | | |
Stock option exercise activity | 5.5 | | | 5.5 | | | | | |
| | | | | | | |
| | | | | | | |
Payments related to tax withholding for stock-based compensation | (10.0) | | | | | | (10.0) | | |
Balance at September 30, 2024 | $ | 3,090.7 | | $ | 40.7 | | $ | 1,260.0 | | $ | 2,441.5 | | $ | (147.4) | | $ | (661.5) | | $ | 157.4 | |
On May 28, 2024, the Company completed the sale of 5.0 million shares of TIL, generating net proceeds of $187 million after income taxes of $45 million and transaction costs. The sale reduced the Company’s ownership in TIL from 57.70 percent to 51.05 percent. The India market remains strategically important to Timken, and the Company is currently not planning any further sale transactions.
Note 14 - Equity (continued)
| | | | | | | | | | | | | | | | | | | | | | | |
| | The Timken Company Shareholders | |
| Total | Stated Capital | Other Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Non controlling Interest |
Balance at June 30, 2023 | $ | 2,650.0 | | $ | 40.7 | | $ | 1,058.4 | | $ | 2,132.2 | | $ | (178.2) | | $ | (521.8) | | $ | 118.7 | |
Net income | 90.9 | | | | 87.9 | | | | 3.0 | |
Foreign currency translation adjustment | (65.1) | | | | | (63.3) | | | (1.8) | |
Pension and other postretirement liability adjustments (net of income tax benefit of $0.5 million) | (1.4) | | | | | (1.4) | | | |
Change in fair value of derivative financial instruments, net of reclassifications | 2.0 | | | | | 2.0 | | | |
Dividends declared to noncontrolling interest | (0.6) | | | | | | | (0.6) | |
Dividends - $0.33 per share | (23.4) | | | | (23.4) | | | | |
| | | | | | | |
Stock-based compensation expense | 5.8 | | | 5.8 | | | | | |
Stock purchased at fair market value | (63.9) | | | | | | (63.9) | | |
Stock option exercise activity | 4.1 | | | 4.1 | | | | | |
| | | | | | | |
Payments related to tax withholding for stock-based compensation | (1.3) | | | | | | (1.3) | | |
Balance at September 30, 2023 | $ | 2,597.1 | | $ | 40.7 | | $ | 1,068.3 | | $ | 2,196.7 | | $ | (240.9) | | $ | (587.0) | | $ | 119.3 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | The Timken Company Shareholders | |
| Total | Stated Capital | Other Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Non controlling Interest |
Balance at December 31, 2022 | $ | 2,352.9 | | $ | |