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 SeptemberJune 30, 20172020
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 001-34735
RYERSON HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
| 26-1251524 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
227 W. Monroe St., 27th Floor
Chicago, Illinois 60606
(Address of principal executive offices)
(312) 292-5000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value, 100,000,000 shares authorized | RYI | 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 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). Yes ☒ 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, or an emerging growth company. See definitionthe definitions of “large accelerated filer”, “accelerated filer”,filer,” “accelerated filer,” “smaller reporting company”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ |
| Accelerated filer | ☒ |
| Emerging growth company | ☐ |
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Non-accelerated filer | ☐ |
| Smaller reporting company | ☐ |
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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.
Yes ☐ No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of November 3, 2017,July 24, 2020, there were 37,208,58138,117,397 shares of Common Stock, par value $0.01 per share, outstanding.
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES
INDEX
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| Notes to Condensed Consolidated Financial Statements (Unaudited) | 6 |
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| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Item 1A. |
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| Item 2. |
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PART I. FINANCIALFINANCIAL INFORMATION
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In millions, except per share data)
|
| Three Months Ended |
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| Nine Months Ended |
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|
| September 30, |
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| September 30, |
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| 2017 |
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| 2016 |
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| 2017 |
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| 2016 |
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Net sales |
| $ | 864.2 |
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| $ | 735.1 |
|
| $ | 2,554.1 |
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| $ | 2,177.5 |
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Cost of materials sold |
|
| 719.2 |
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| 589.7 |
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| 2,108.1 |
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| 1,721.5 |
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Gross profit |
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| 145.0 |
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| 145.4 |
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| 446.0 |
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| 456.0 |
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Warehousing, delivery, selling, general and administrative |
|
| 119.2 |
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|
| 109.1 |
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|
| 353.2 |
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|
| 331.5 |
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Restructuring and other charges |
|
| — |
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| 2.5 |
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|
| — |
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|
| 2.5 |
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Operating profit |
|
| 25.8 |
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|
| 33.8 |
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|
| 92.8 |
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|
| 122.0 |
|
Other income and (expense), net |
|
| (1.4 | ) |
|
| (0.2 | ) |
|
| (2.0 | ) |
|
| (13.2 | ) |
Interest and other expense on debt |
|
| (23.2 | ) |
|
| (23.6 | ) |
|
| (67.8 | ) |
|
| (67.5 | ) |
Income before income taxes |
|
| 1.2 |
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|
| 10.0 |
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|
| 23.0 |
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|
| 41.3 |
|
Provision (benefit) for income taxes |
|
| (0.7 | ) |
|
| 1.6 |
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|
| 5.3 |
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|
| 14.0 |
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Net income |
|
| 1.9 |
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|
| 8.4 |
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|
| 17.7 |
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|
| 27.3 |
|
Less: Net income attributable to noncontrolling interest |
|
| 0.2 |
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|
| 0.2 |
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|
| 0.6 |
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| — |
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Net income attributable to Ryerson Holding Corporation |
| $ | 1.7 |
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| $ | 8.2 |
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| $ | 17.1 |
|
| $ | 27.3 |
|
Comprehensive income |
| $ | 7.8 |
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| $ | 6.9 |
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| $ | 33.4 |
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| $ | 34.7 |
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Less: Comprehensive income attributable to noncontrolling interest |
|
| 0.2 |
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| 0.1 |
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|
| 0.9 |
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| — |
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Comprehensive income attributable to Ryerson Holding Corporation |
| $ | 7.6 |
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| $ | 6.8 |
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| $ | 32.5 |
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| $ | 34.7 |
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Basic and diluted earnings per share |
| $ | 0.05 |
|
| $ | 0.23 |
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| $ | 0.46 |
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| $ | 0.82 |
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| Three Months Ended |
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| Six Months Ended |
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| June 30, |
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| June 30, |
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| 2020 |
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| 2019 |
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| 2020 |
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| 2019 |
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Net sales |
| $ | 771.8 |
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| $ | 1,204.9 |
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| $ | 1,782.1 |
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| $ | 2,435.7 |
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Cost of materials sold |
|
| 656.3 |
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| 993.1 |
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| 1,470.8 |
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| 1,992.6 |
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Gross profit |
|
| 115.5 |
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| 211.8 |
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| 311.3 |
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| 443.1 |
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Warehousing, delivery, selling, general, and administrative |
|
| 124.1 |
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| 164.6 |
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| 279.8 |
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| 328.3 |
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Restructuring and other charges |
|
| 2.0 |
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| 1.1 |
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| 2.0 |
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| 1.4 |
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Operating profit (loss) |
|
| (10.6 | ) |
|
| 46.1 |
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| 29.5 |
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|
| 113.4 |
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Other income and (expense), net |
|
| (0.1 | ) |
|
| (0.2 | ) |
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| 0.8 |
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|
| (1.0 | ) |
Interest and other expense on debt |
|
| (19.3 | ) |
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| (23.9 | ) |
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| (41.0 | ) |
|
| (47.8 | ) |
Income (loss) before income taxes |
|
| (30.0 | ) |
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| 22.0 |
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| (10.7 | ) |
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| 64.6 |
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Provision (benefit) for income taxes |
|
| (4.5 | ) |
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| 5.5 |
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| (1.6 | ) |
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| 18.5 |
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Net income (loss) |
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| (25.5 | ) |
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| 16.5 |
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| (9.1 | ) |
|
| 46.1 |
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Less: Net income attributable to noncontrolling interest |
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| 0.1 |
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| 0.1 |
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| 0.1 |
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| 0.2 |
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Net income (loss) attributable to Ryerson Holding Corporation |
| $ | (25.6 | ) |
| $ | 16.4 |
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| $ | (9.2 | ) |
| $ | 45.9 |
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Comprehensive income (loss) |
| $ | (21.9 | ) |
| $ | 17.5 |
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| $ | (15.7 | ) |
| $ | 50.6 |
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Less: Comprehensive income (loss) attributable to noncontrolling interest |
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| — |
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| 0.1 |
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| — |
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| 0.3 |
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Comprehensive income (loss) attributable to Ryerson Holding Corporation |
| $ | (21.9 | ) |
| $ | 17.4 |
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| $ | (15.7 | ) |
| $ | 50.3 |
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Basic earnings (loss) per share |
| $ | (0.67 | ) |
| $ | 0.43 |
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| $ | (0.24 | ) |
| $ | 1.22 |
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Diluted earnings (loss) per share |
| $ | (0.67 | ) |
| $ | 0.43 |
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| $ | (0.24 | ) |
| $ | 1.21 |
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See Notes to Condensed Consolidated Financial Statements.
3
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In millions)
|
| Nine Months Ended |
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| September 30, |
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| 2017 |
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| 2016 |
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Operating activities: |
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Net income |
| $ | 17.7 |
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| $ | 27.3 |
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Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
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Depreciation and amortization |
|
| 34.1 |
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| 31.8 |
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Stock-based compensation |
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| 1.5 |
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| 1.0 |
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Deferred income taxes |
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| 6.9 |
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| 13.4 |
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Provision for allowances, claims and doubtful accounts |
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| 0.5 |
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| 2.1 |
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Loss on retirement of debt |
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| — |
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| 7.2 |
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Other-than-temporary impairment charge on available-for-sale investments |
|
| 0.2 |
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| 2.8 |
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Restructuring and other charges |
|
| — |
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| 2.5 |
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Premium and fees paid related to debt modification |
|
| — |
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|
| (15.6 | ) |
Non-cash (gain) loss from derivatives |
|
| 1.9 |
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|
| (8.2 | ) |
Other items |
|
| (0.7 | ) |
|
| (0.2 | ) |
Change in operating assets and liabilities: |
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Receivables |
|
| (91.5 | ) |
|
| (54.9 | ) |
Inventories |
|
| (117.5 | ) |
|
| (67.3 | ) |
Other assets |
|
| (4.2 | ) |
|
| 13.9 |
|
Accounts payable |
|
| 66.3 |
|
|
| 38.2 |
|
Accrued liabilities |
|
| 22.6 |
|
|
| 17.9 |
|
Accrued taxes payable/receivable |
|
| (2.5 | ) |
|
| 1.3 |
|
Deferred employee benefit costs |
|
| (28.6 | ) |
|
| (36.1 | ) |
Net adjustments |
|
| (111.0 | ) |
|
| (50.2 | ) |
Net cash used in operating activities |
|
| (93.3 | ) |
|
| (22.9 | ) |
Investing activities: |
|
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Acquisitions, net of cash acquired |
|
| (49.2 | ) |
|
| — |
|
(Increase) Decrease in restricted cash |
|
| (0.3 | ) |
|
| 0.2 |
|
Capital expenditures |
|
| (15.8 | ) |
|
| (19.7 | ) |
Proceeds from sale of property, plant and equipment |
|
| 3.7 |
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|
| 3.2 |
|
Net cash used in investing activities |
|
| (61.6 | ) |
|
| (16.3 | ) |
Financing activities: |
|
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Net proceeds from issuance of common stock |
|
| — |
|
|
| 71.5 |
|
Long-term debt issued |
|
| — |
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|
| 650.0 |
|
Repayment of debt |
|
| (0.1 | ) |
|
| (689.0 | ) |
Net proceeds of short-term borrowings |
|
| 73.4 |
|
|
| 3.2 |
|
Net increase in book overdrafts |
|
| 60.3 |
|
|
| 20.1 |
|
Long-term debt issuance costs |
|
| — |
|
|
| (5.2 | ) |
Principal payments on capital lease obligations |
|
| (12.0 | ) |
|
| (3.9 | ) |
Contributions from non-controlling interest |
|
| — |
|
|
| 0.3 |
|
Proceeds from sale leaseback transactions |
|
| 22.4 |
|
|
| — |
|
Net cash provided by financing activities |
|
| 144.0 |
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|
| 47.0 |
|
Net increase (decrease) in cash and cash equivalents |
|
| (10.9 | ) |
|
| 7.8 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
| 3.8 |
|
|
| 2.2 |
|
Net change in cash and cash equivalents |
|
| (7.1 | ) |
|
| 10.0 |
|
Cash and cash equivalents—beginning of period |
|
| 80.7 |
|
|
| 63.2 |
|
Cash and cash equivalents—end of period |
| $ | 73.6 |
|
| $ | 73.2 |
|
Supplemental disclosures: |
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Cash paid during the period for: |
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|
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Interest paid to third parties |
| $ | 44.6 |
|
| $ | 49.2 |
|
Income taxes, net |
|
| 1.5 |
|
|
| 1.4 |
|
Noncash investing activities: |
|
|
|
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Asset additions under capital leases and sale-leasebacks |
| $ | 34.6 |
|
| $ | 2.1 |
|
|
| Six Months Ended |
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| June 30, |
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| 2020 |
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| 2019 |
| ||
Operating activities: |
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|
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Net income (loss) |
| $ | (9.1 | ) |
| $ | 46.1 |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
|
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Depreciation and amortization |
|
| 26.9 |
|
|
| 28.7 |
|
Stock-based compensation |
|
| 1.0 |
|
|
| 1.6 |
|
Deferred income taxes |
|
| 11.5 |
|
|
| 17.0 |
|
Provision for allowances, claims, and doubtful accounts |
|
| (0.6 | ) |
|
| 1.6 |
|
Restructuring and other charges |
|
| 2.0 |
|
|
| 1.4 |
|
Pension settlement charge |
|
| 1.1 |
|
|
| 0.2 |
|
(Gain) loss on retirement of debt |
|
| (0.9 | ) |
|
| 0.2 |
|
Non-cash (gain) loss from derivatives |
|
| (1.7 | ) |
|
| 5.7 |
|
Other items |
|
| — |
|
|
| 0.4 |
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
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Receivables |
|
| 50.5 |
|
|
| (31.8 | ) |
Inventories |
|
| 141.4 |
|
|
| (15.2 | ) |
Other assets |
|
| 15.8 |
|
|
| 1.1 |
|
Accounts payable |
|
| (26.7 | ) |
|
| 30.8 |
|
Accrued liabilities |
|
| (11.9 | ) |
|
| (24.7 | ) |
Accrued taxes payable/receivable |
|
| (14.6 | ) |
|
| (1.6 | ) |
Deferred employee benefit costs |
|
| (8.6 | ) |
|
| (13.5 | ) |
Net adjustments |
|
| 185.2 |
|
|
| 1.9 |
|
Net cash provided by operating activities |
|
| 176.1 |
|
|
| 48.0 |
|
Investing activities: |
|
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Capital expenditures |
|
| (11.8 | ) |
|
| (23.4 | ) |
Proceeds from sale of property, plant, and equipment |
|
| 0.1 |
|
|
| 8.6 |
|
Net cash used in investing activities |
|
| (11.7 | ) |
|
| (14.8 | ) |
Financing activities: |
|
|
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Repayment of debt |
|
| (57.5 | ) |
|
| (12.0 | ) |
Net repayments of short-term borrowings |
|
| (21.5 | ) |
|
| (29.8 | ) |
Net increase (decrease) in book overdrafts |
|
| (24.4 | ) |
|
| 7.1 |
|
Principal payments on finance lease obligations |
|
| (6.7 | ) |
|
| (6.3 | ) |
Contingent payment related to acquisition |
|
| — |
|
|
| (0.9 | ) |
Proceeds from sale-leaseback transactions |
|
| — |
|
|
| 8.3 |
|
Dividends paid to non-controlling interest |
|
| (0.2 | ) |
|
| — |
|
Net cash used in financing activities |
|
| (110.3 | ) |
|
| (33.6 | ) |
Net increase (decrease) in cash, cash equivalents, and restricted cash |
|
| 54.1 |
|
|
| (0.4 | ) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
|
| (2.0 | ) |
|
| — |
|
Net change in cash, cash equivalents, and restricted cash |
|
| 52.1 |
|
|
| (0.4 | ) |
Cash, cash equivalents, and restricted cash—beginning of period |
|
| 59.8 |
|
|
| 24.3 |
|
Cash, cash equivalents, and restricted cash—end of period |
| $ | 111.9 |
|
| $ | 23.9 |
|
Supplemental disclosures: |
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Cash paid during the period for: |
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|
|
|
|
|
|
|
Interest paid to third parties, net |
| $ | 39.8 |
|
| $ | 46.4 |
|
Income taxes, net |
|
| 2.2 |
|
|
| 4.2 |
|
Noncash investing activities: |
|
|
|
|
|
|
|
|
Asset additions under adoption of accounting principal ASC 842 |
|
| — |
|
|
| 82.3 |
|
Asset additions under operating leases |
|
| 0.7 |
|
|
| 10.8 |
|
Asset additions under finance leases and sale-leasebacks |
|
| 1.4 |
|
|
| 0.6 |
|
Asset additions under financing arrangements |
|
| — |
|
|
| 2.2 |
|
Noncash financing activities: |
|
|
|
|
|
|
|
|
Short term debt converted to finance lease |
|
| — |
|
|
| 7.6 |
|
See Notes to Condensed Consolidated Financial Statements.
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES
Condensed Consolidated Balance Sheets
(In millions, except shares)shares and per share data)
|
| September 30, |
|
| December 31, |
|
| June 30, |
|
| December 31, |
| ||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||
|
| (unaudited) |
|
|
|
|
|
| (unaudited) |
|
|
|
|
| ||
Assets |
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 73.6 |
|
| $ | 80.7 |
|
| $ | 99.9 |
|
| $ | 11.0 |
|
Restricted cash |
|
| 1.3 |
|
|
| 1.0 |
|
|
| 12.0 |
|
|
| 48.8 |
|
Receivables less provision for allowances, claims and doubtful accounts of $5.6 in 2017 and $4.6 in 2016 |
|
| 425.4 |
|
|
| 326.0 |
| ||||||||
Receivables less provisions of $2.7 in 2020 and $3.5 2019 |
|
| 373.1 |
|
|
| 425.1 |
| ||||||||
Inventories |
|
| 691.7 |
|
|
| 563.4 |
|
|
| 599.3 |
|
|
| 742.9 |
|
Prepaid expenses and other current assets |
|
| 30.7 |
|
|
| 26.7 |
|
|
| 48.3 |
|
|
| 52.2 |
|
Total current assets |
|
| 1,222.7 |
|
|
| 997.8 |
|
|
| 1,132.6 |
|
|
| 1,280.0 |
|
Property, plant, and equipment, at cost |
|
| 727.6 |
|
|
| 668.7 |
|
|
| 812.1 |
|
|
| 806.5 |
|
Less: Accumulated depreciation |
|
| 309.7 |
|
|
| 280.5 |
|
|
| 383.0 |
|
|
| 366.8 |
|
Property, plant and equipment, net |
|
| 417.9 |
|
|
| 388.2 |
| ||||||||
Deferred income taxes |
|
| 8.6 |
|
|
| 24.4 |
| ||||||||
Property, plant, and equipment, net |
|
| 429.1 |
|
|
| 439.7 |
| ||||||||
Operating lease assets |
|
| 117.2 |
|
|
| 128.2 |
| ||||||||
Other intangible assets |
|
| 48.5 |
|
|
| 40.8 |
|
|
| 46.8 |
|
|
| 50.6 |
|
Goodwill |
|
| 115.3 |
|
|
| 103.2 |
|
|
| 120.3 |
|
|
| 120.3 |
|
Deferred charges and other assets |
|
| 4.3 |
|
|
| 4.3 |
|
|
| 2.6 |
|
|
| 2.7 |
|
Total assets |
| $ | 1,817.3 |
|
| $ | 1,558.7 |
|
| $ | 1,848.6 |
|
| $ | 2,021.5 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
| $ | 362.5 |
|
| $ | 230.4 |
|
| $ | 260.1 |
|
| $ | 311.5 |
|
Salaries, wages and commissions |
|
| 38.0 |
|
|
| 36.8 |
| ||||||||
Salaries, wages, and commissions |
|
| 28.6 |
|
|
| 35.3 |
| ||||||||
Other accrued liabilities |
|
| 62.0 |
|
|
| 37.7 |
|
|
| 58.0 |
|
|
| 68.0 |
|
Short-term debt |
|
| 20.2 |
|
|
| 19.2 |
|
|
| 13.2 |
|
|
| 49.2 |
|
Current portion of operating lease liabilities |
|
| 21.2 |
|
|
| 20.9 |
| ||||||||
Current portion of deferred employee benefits |
|
| 8.3 |
|
|
| 8.3 |
|
|
| 7.0 |
|
|
| 7.0 |
|
Total current liabilities |
|
| 491.0 |
|
|
| 332.4 |
|
|
| 388.1 |
|
|
| 491.9 |
|
Long-term debt |
|
| 1,021.4 |
|
|
| 944.3 |
|
|
| 890.6 |
|
|
| 932.6 |
|
Deferred employee benefits |
|
| 261.1 |
|
|
| 298.8 |
|
|
| 204.1 |
|
|
| 217.5 |
|
Noncurrent operating lease liabilities |
|
| 101.7 |
|
|
| 112.8 |
| ||||||||
Deferred income taxes |
|
| 77.0 |
|
|
| 65.2 |
| ||||||||
Other noncurrent liabilities |
|
| 58.2 |
|
|
| 32.5 |
|
|
| 23.4 |
|
|
| 22.9 |
|
Total liabilities |
|
| 1,831.7 |
|
|
| 1,608.0 |
|
|
| 1,684.9 |
|
|
| 1,842.9 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ryerson Holding Corporation stockholders’ equity (deficit): |
|
|
|
|
|
|
|
| ||||||||
Preferred stock, $0.01 par value; 7,000,000 shares authorized and no shares issued at 2017 and 2016 |
|
| — |
|
|
| — |
| ||||||||
Common stock, $0.01 par value; 100,000,000 shares authorized; 37,421,081 and 37,345,117 shares issued at 2017 and 2016, respectively |
|
| 0.4 |
|
|
| 0.4 |
| ||||||||
Ryerson Holding Corporation stockholders’ equity: |
|
|
|
|
|
|
|
| ||||||||
Preferred stock, $0.01 par value; 7,000,000 shares authorized and 0 shares issued at 2020 and 2019 |
|
| — |
|
|
| — |
| ||||||||
Common stock, $0.01 par value; 100,000,000 shares authorized; 38,329,897 and 37,996,261 shares issued at 2020 and 2019, respectively |
|
| 0.4 |
|
|
| 0.4 |
| ||||||||
Capital in excess of par value |
|
| 376.9 |
|
|
| 375.4 |
|
|
| 382.2 |
|
|
| 381.2 |
|
Accumulated deficit |
|
| (95.1 | ) |
|
| (112.2 | ) | ||||||||
Treasury stock at cost – Common stock of 212,500 shares in 2017 and 2016 |
|
| (6.6 | ) |
|
| (6.6 | ) | ||||||||
Retained earnings |
|
| 90.4 |
|
|
| 99.6 |
| ||||||||
Treasury stock at cost – Common stock of 212,500 shares in 2020 and 2019 |
|
| (6.6 | ) |
|
| (6.6 | ) | ||||||||
Accumulated other comprehensive loss |
|
| (292.4 | ) |
|
| (307.8 | ) |
|
| (308.5 | ) |
|
| (302.0 | ) |
Total Ryerson Holding Corporation stockholders’ equity (deficit) |
|
| (16.8 | ) |
|
| (50.8 | ) | ||||||||
Total Ryerson Holding Corporation stockholders’ equity |
|
| 157.9 |
|
|
| 172.6 |
| ||||||||
Noncontrolling interest |
|
| 2.4 |
|
|
| 1.5 |
|
|
| 5.8 |
|
|
| 6.0 |
|
Total equity (deficit) |
|
| (14.4 | ) |
|
| (49.3 | ) | ||||||||
Total equity |
|
| 163.7 |
|
|
| 178.6 |
| ||||||||
Total liabilities and equity |
| $ | 1,817.3 |
|
| $ | 1,558.7 |
|
| $ | 1,848.6 |
|
| $ | 2,021.5 |
|
See Notes to Condensed Consolidated Financial Statements.
RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 1: FINANCIAL STATEMENTS
Ryerson Holding Corporation (“Ryerson Holding”), a Delaware corporation, is the parent company of Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), a Delaware corporation. Affiliates of Platinum Equity, LLC (“Platinum”) own approximately 21,037,500 shares of our common stock, which is approximately 57%55% of our issued and outstanding common stock.
We are a leading value-added processor and distributor of industrial metals service center, with operations in the United States through JT Ryerson, in Canada through our indirect wholly-owned subsidiary Ryerson Canada, Inc., a Canadian corporation (“Ryerson Canada”), and in Mexico through our indirect wholly-owned subsidiary Ryerson Metals de Mexico, S. de R.L. de C.V., a Mexican corporation (“Ryerson Mexico”). In addition to our North American operations, we conduct materials processing and distribution operations in China through an indirect wholly-owned subsidiary, Ryerson China Limited (“Ryerson China”). Unless the context indicates otherwise, Ryerson Holding, JT Ryerson, Ryerson Canada, Ryerson China, and Ryerson Mexico together with their subsidiaries, are collectively referred to herein as “Ryerson,” “we,” “us,” “our,” or the “Company.”
The following table shows our percentage of sales by major product lines for the three and nine months ended September 30, 2017 and 2016, respectively:
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
Product Line |
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| ||||
Carbon Steel Flat |
|
| 29 | % |
|
| 29 | % |
|
| 28 | % |
|
| 27 | % |
Carbon Steel Plate |
|
| 10 |
|
|
| 9 |
|
|
| 10 |
|
|
| 9 |
|
Carbon Steel Long |
|
| 12 |
|
|
| 13 |
|
|
| 12 |
|
|
| 14 |
|
Stainless Steel Flat |
|
| 17 |
|
|
| 17 |
|
|
| 18 |
|
|
| 16 |
|
Stainless Steel Plate |
|
| 4 |
|
|
| 4 |
|
|
| 4 |
|
|
| 4 |
|
Stainless Steel Long |
|
| 4 |
|
|
| 3 |
|
|
| 4 |
|
|
| 4 |
|
Aluminum Flat |
|
| 16 |
|
|
| 16 |
|
|
| 15 |
|
|
| 16 |
|
Aluminum Plate |
|
| 3 |
|
|
| 3 |
|
|
| 3 |
|
|
| 3 |
|
Aluminum Long |
|
| 4 |
|
|
| 4 |
|
|
| 4 |
|
|
| 5 |
|
Other |
|
| 1 |
|
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
Total |
|
| 100 | % |
|
| 100 | % |
|
| 100 | % |
|
| 100 | % |
Results of operations for any interim period are not necessarily indicative of results of any otherfuture periods or for the year. The condensed consolidated financial statements as of SeptemberJune 30, 20172020 and for the three-month and nine-monthsix-month periods ended SeptemberJune 30, 20172020 and 20162019 are unaudited, but in the opinion of management, include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of results for such periods. The year-end condensed consolidated balance sheet data contained in this report was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.2019.
Risks and Uncertainties
The Condensed Consolidated Financial Statements presented herein reflect estimates and assumptions made by management at June 30, 2020 and for the three and six month periods ended June 30, 2020.
NOTEThe novel coronavirus (“COVID-19”) continues to spread throughout the United States and other countries across the world, and the duration and severity of the effects of the COVID-19 pandemic are currently unknown. It is possible that the COVID-19 pandemic could impact future accounting estimates and assumptions which could materially impact our results in future periods. Such estimates and assumptions affect, among other things, the Company’s goodwill, long-lived assets, inventory valuation, assessment of the annual effective tax rate, valuation of deferred income taxes and income tax contingencies, and the allowance for doubtful accounts.
NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS
Impact of Recently Issued Accounting Standards—Adopted
In MarchJune 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting StandardStandards Update (“ASU”) 2016-07, “Investments – Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting.” The amendment eliminates the retroactive adjustments to an investment upon it qualifying for the equity method of accounting as a result of an increase in the level of ownership interest or degree of influence by the investor. ASU 2016-07 requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment qualifies for equity method accounting. The update was effective for interim and annual reporting periods beginning after December 15, 2016. We adopted this guidance for our fiscal year beginning January 1, 2017. The adoption of this guidance did not have an impact on our consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business”. The guidance in ASU 2017-01 was issued to provide clarity of the definition of a business with the objective to assist entities in the evaluation of whether a transaction should be accounted for as an acquisition of assets or a business. The update is effective for fiscal years beginning after December 15, 2017, and is to be applied on a prospective basis. Early adoption is permitted. We adopted this guidance for our fiscal year beginning January 1, 2017. The adoption of this guidance did not have an impact on our consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment”. The objective of the guidance in ASU 2017-04 is to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. To test goodwill under this amendment, an entity should perform its annual impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized in the amount that the carrying amount exceeds the reporting unit’s fair value; however, the loss should not exceed the total amount of goodwill allocated to the reporting unit. The update is effective for fiscal years beginning after December 15, 2020, and is to be applied on a prospective basis. Early adoption is permitted. We adopted this guidance for our fiscal year beginning January 1, 2017. The adoption of this guidance did not have an impact on our consolidated financial statements.
In August 2017, the FASB issued ASU 2017-12, “Targeted Improvements to Accounting for Hedging Activities”. The objective of the amendments is to better align an entity’s risk management activities and financial reporting for hedging relationships. Changes are made to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. Certain targeted improvements are also made to simplify the application of hedge accounting guidance and ease the administrative burden of hedge documentation requirements and assessing hedge effectiveness. The update is effective for fiscal years beginning after December 15, 2018, and the amended presentation and disclosure guidance is to be applied on a prospective basis. Early adoption is permitted in any interim or annual period. We adopted this guidance effective July 1, 2017. The adoption of this guidance did not have an impact on our consolidated financial statements.
Impact of Recently Issued Accounting Standards—Not Yet Adopted
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which creates Accounting Standards Codification (“ASC”) 606 “Revenue from Contracts with Customers” and supersedes the revenue recognition requirements in ASC 605 “Revenue Recognition.” The guidance in ASU 2014-09 and subsequently issued amendments outlines a comprehensive model for all entities to use in accounting for revenue arising from contracts with customers as well as required disclosures. Under the new standard, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The new standard requires additional disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers including significant judgments and changes in judgments. The new standard permits two methods of adoption: the full retrospective method or the modified retrospective transition method. We will adopt the new standard effective January 1, 2018 using the modified retrospective transition method with the cumulative effect recorded to the opening balance of retained earnings as of the date of adoption.
We have established a project management team to analyze the impact of the new standard. The team is evaluating our different revenue streams and reviewing representative contracts with customers to identify if there are differences that would result from the application of the new standard as compared to our current accounting policies and practices. Under the new standard, the Company expects to recognize revenue on an over time basis for a subset of revenues associated with custom fabricated products instead of upon delivery of the fabricated product to the customer. The Company has not yet completed the process of quantifying the effects on our consolidated financial statements of the changes that may result from adoption. The Company is implementing new business processes and internal controls in order to recognize revenue in accordance with the new standard. We believe our implementation of the new standard is progressing in a timely manner to allow for proper recognition, presentation, and disclosure upon adoption.
In January 2016, the FASB issued ASU 2016-01, "Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities." The amendments in ASU 2016-01 change the accounting for non-consolidated equity investments that are not accounted for under the equity method of accounting by requiring changes in fair value to be recognized in net income. Under current guidance, changes in fair value for investments of this nature are recognized in accumulated other comprehensive income as a component of stockholders’ equity. Additionally, ASU 2016-01 simplifies the impairment assessment of equity investments without readily determinable fair values; requires entities to use the exit price when estimating the fair value of financial instruments; and modifies various presentation disclosure requirements for financial instruments. The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption. The update is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. We will adopt this guidance for our fiscal year beginning
January 1, 2018. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. Our available-for-sale investment as of September 30, 2017 has a fair value of $0.1 million.
In February 2016, the FASB issued ASU 2016-02, “Leases” codified in ASC 842, “Leases.” The guidance requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The amendment also will require disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information. The update is effective for interim and annual reporting periods beginning after December 15, 2018. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, and have the option to use certain relief. Full retrospective application is prohibited. Early adoption is permitted. We will adopt this guidance for our fiscal year beginning January 1, 2019. The Company is working to gather lists of all leases and is in the process of implementing a lease software to be used for lease tracking, reporting and disclosures. We are still assessing the impact of adoption on our consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments.” The amendment requiresstandard and subsequently issued amendments require financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, thus eliminating the probable initial recognition threshold and instead reflecting the current estimate of all expected credit losses. The amendment also requires that credit losses relating to available-for-sale debt securities be recorded through an allowance for credit losses rather than a write-down, thus enabling the ability to record reversals of credit losses in current period net income. The update is effective for interim and annual reporting periods beginning after December 15, 2019. An entity will apply the amendment through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). A prospective transition approach is required for debt securities for which an-other-than-temporary impairment had been recognized before the effective date. The effect of athe prospective transition approach is to maintain the same amortized cost basis before and after the effective date of this update. Early adoption is permitted only for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We will adoptadopted this guidance for our fiscal year beginningas of January 1, 2020. We are still assessing2020 and the impact of adoption onto our consolidated financial statements.statements was immaterial. See Note 13: Provision for Credit Losses for further details.
In August 2016,2018, the FASB issued ASU 2016-15,2018-15, “Statement of Cash Flows – Classification of Certain Cash Receipts and Certain Cash Payments.Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The amendments addressguidance aligns the diversityrequirements for capitalizing implementation costs incurred in practice in how certain cash receipts and cash payments are presented and classified ina hosting arrangement that is a service contract with the statement of cash flows. The update is effectiverequirements for interim and annual reporting periods beginning after December 15, 2017. The amendments should be applied using a retrospective transition methodcapitalizing implementation costs incurred to each period presented. If it is impracticable to applydevelop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. Early adoption is permitted. We will adopt this guidance for our fiscal year beginning January 1, 2018. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.
In October 2016, the FASB issued ASU 2016-16, “Income Taxes – Intra-Entity Transfers of Assets Other Than Inventory.” The amendment requires an entity (customer) in a hosting arrangement that is a service contract to recognizefollow the income tax consequences of an intra-entity transfer ofguidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset other than inventory when the transfer occurs. The update is effective for interim and annual reporting periods beginning after December 15, 2017. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directlyrelated to retained earnings as of the beginning of the period of adoption. Early adoption is permitted. We will adopt this guidance for our fiscal year beginning January 1, 2018. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.
In November 2016, the FASB issued ASU 2016-18 “Statement of Cash Flows – Restricted Cash.” The amendment requires entities to include in their cash and cash-equivalent balances in the statement of cash flows those amounts that are deemed to be restricted cash and restricted cash equivalents. The ASU does not define the terms “restricted cash” and “restricted cash equivalents.” The amendment is effective for interim and annual reporting periods beginning after December 15, 2017. The amendments should be applied using a retrospective transition method to each period presented. Early adoption is permitted. We will adopt this guidance for our fiscal year beginning January 1, 2018. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.
In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post Retirement Benefit Cost”. The amendment requires entities to disaggregate the service cost component from the other components of net benefit costcontract and limits the capitalization of net benefit costwhich costs to only the service cost component. The amendment also provides explicit guidance on how to present the service cost component and the other components of net benefit cost in the statement of comprehensive income. The amendments are effective for interim and annual reporting periods beginning after December 15, 2017. The disclosure requirements of the amendments should be applied retrospectively and the requirements concerning capitalization of the net service costs should be applied prospectively. We will adopt this guidance for our
fiscal year beginning January 1, 2018. Adoption of this guidance will result in a reclass within the lines of the Condensed Consolidated Statements of Comprehensive Income, with no impact on gross margins, and is not expected to have a material impact on our consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation: Scope of Modification Accounting”. The amendment provides guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply the accounting guidance on modifications to share-based payment awards.expense. The guidance is effective for interim and annual reporting periods beginning after December 15, 2017.2019 and should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We will adoptadopted this guidance for our fiscal year beginningon a prospective basis as of January 1, 2018. 2020 and the impact to our consolidated financial statements was immaterial. As of adoption,
license fees and implementation costs that are capitalized for hosting arrangements that are service contracts are classified as prepaid assets on the Company’s Consolidated Balance Sheet and the amortization of these costs are presented in warehousing, delivery, selling, general, and administrative expense on the Condensed Consolidated Statement of Comprehensive Income.
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848).”The amendments in this update provide optional expedients and exceptions for applying Generally Accepted Accounting Principles (“GAAP”) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply 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 do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments in this update are effective for all entities as of March 12, 2020 through December 31, 2022. We adopted this guidance as of March 12, 2020 and there was no impact to our financial statements as no in-scope contract modifications occurred.
Impact of Recently Issued Accounting Standards—Not Yet Adopted
In December 2019, the FASB issued ASU 2019-12, “Income Taxes – Simplifying the Accounting for Income Taxes.” The guidance removes certain exceptions for recognizing deferred taxes for equity method investments, performing intraperiod allocation, and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group, among others. The amendments in ASU 2019-12 are effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of this guidancethe standard is permitted, including adoption in interim or annual periods for which financial statements have not expected to have a materialyet been issued. We are still assessing the impact of adoption on our consolidated financial statements.
NOTE 3: CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the beginning and ending cash balances shown in the Condensed Consolidated Statements of Cash Flows:
|
| June 30, |
|
| December 31, |
| ||
|
| 2020 |
|
| 2019 |
| ||
|
| (In millions) |
| |||||
Cash and cash equivalents |
| $ | 99.9 |
|
| $ | 11.0 |
|
Restricted cash |
|
| 12.0 |
|
|
| 48.8 |
|
Total cash, cash equivalents, and restricted cash |
| $ | 111.9 |
|
| $ | 59.8 |
|
As part of the indenture for our $650 million senior secured notes due in 2022 (the “2022 Notes”), proceeds from the sale of property, plant, and equipment that is collateral are deposited into a restricted cash account. Cash can be withdrawn from this restricted account upon meeting certain requirements, to fund activities such as debt repayment and future capital expenditures. In December 2019, we signed and closed a sale-leaseback transaction for a group of service center properties, resulting in net proceeds of $61.5 million of which $47.6 million was deposited into the restricted cash account. The balance in the restricted account for property, plant, and equipment sales was $10.9 million at June 30, 2020 compared to $47.6 million at December 31, 2019 as funds were released during the first six months to repurchase a portion of our 2022 Notes (see Note 7) as well as fund capital expenditures. We also had $1.1 million and $1.2 million of cash restricted for the purposes of covering letters of credit that can be presented for potential insurance claims at June 30, 2020 and December 31, 2019, respectively.
NOTE 4: INVENTORIES
The Company primarily uses the last-in, first-out (LIFO) method of valuing inventory. Interim LIFO calculations are based on actual inventory levels.
Inventories, at stated LIFO value, were classified at SeptemberJune 30, 20172020 and December 31, 20162019 as follows:
|
| September 30, |
|
| December 31, |
| ||
|
| 2017 |
|
| 2016 |
| ||
|
| (In millions) |
| |||||
In process and finished products |
| $ | 691.7 |
|
| $ | 563.4 |
|
|
| June 30, |
|
| December 31, |
| ||
|
| 2020 |
|
| 2019 |
| ||
|
| (In millions) |
| |||||
In process and finished products |
| $ | 599.3 |
|
| $ | 742.9 |
|
If current cost had been used to value inventories, such inventories would have been $79$57 millionand $115$51 million lower than reported at SeptemberJune 30, 20172020 and December 31, 2016,2019, respectively. Approximately 89% and 90%91% of inventories are accounted for under the LIFO method at SeptemberJune 30, 20172020 and December 31, 2016, respectively.2019. Non-LIFO inventories consist primarily of inventory at our foreign facilities using the weighted-averagemoving average cost and the specific cost methods. Substantially all of our inventories consist of finished products.
Inventories are stated at the lower of cost or market value. We record amounts required, if any, to reduce the carrying value of inventory to its lower of cost or market as a charge to cost of materials sold. The lower of cost or market reserve totaled zero and $23.9 million at September 30, 2017 and December 31, 2016, respectively.
The Company has consignment inventory at certain customer locations, which totaled $11.2$4.9 million and $11.1$5.6 million at SeptemberJune 30, 20172020 and December 31, 2016,2019, respectively.
NOTE 5: LEASES
The Company leases various assets including real estate, trucks, trailers, mobile equipment, processing equipment, and IT equipment. The Company has noncancelable operating leases expiring at various times through 2032, and finance leases expiring at various times through 2027.
The following table summarizes the location and amount of lease assets and lease liabilities reported in our Condensed Consolidated Balance Sheet as of June 30, 2020 and December 31, 2019:
|
|
|
| June 30, |
|
| December 31, |
| ||
Leases |
| Balance Sheet Location |
| 2020 |
|
| 2019 |
| ||
|
|
|
| (In millions) |
| |||||
Assets |
|
|
|
|
|
|
|
|
|
|
Operating lease assets |
| Operating lease assets |
| $ | 117.2 |
|
| $ | 128.2 |
|
Finance lease assets |
| Property, plant, and equipment, net(a) |
|
| 53.5 |
|
|
| 54.2 |
|
Total lease assets |
|
|
| $ | 170.7 |
|
| $ | 182.4 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
|
Operating |
| Current portion of operating lease liabilities |
| $ | 21.2 |
|
| $ | 20.9 |
|
Finance |
| Other accrued liabilities |
|
| 11.1 |
|
|
| 12.4 |
|
Noncurrent |
|
|
|
|
|
|
|
|
|
|
Operating |
| Noncurrent operating lease liabilities |
|
| 101.7 |
|
|
| 112.8 |
|
Finance |
| Other noncurrent liabilities |
|
| 16.4 |
|
|
| 18.7 |
|
Total lease liabilities |
|
|
| $ | 150.4 |
|
| $ | 164.8 |
|
(a) | Finance lease assets were recorded net of accumulated amortization of $20.8 million and $19.0 million as of June 30, 2020 and December 31, 2019, respectively. |
The following table summarizes the location and amount of lease expense reported in our Condensed Consolidated Statements of Comprehensive Income for the three and six month periods ended June 30, 2020 and 2019:
|
|
|
| Three Months Ended June 30, |
|
| Six Months Ended June 30, |
| ||||||||||
Lease Expense |
| Location of Lease Expense Recognized in Income |
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
|
|
|
| (In millions) |
| |||||||||||||
Operating lease expense |
| Warehousing, delivery, selling, general, and administrative |
| $ | 5.9 |
|
| $ | 5.5 |
|
| $ | 11.9 |
|
| $ | 11.1 |
|
Finance lease expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of lease assets |
| Warehousing, delivery, selling, general, and administrative |
|
| 1.8 |
|
|
| 1.8 |
|
|
| 3.4 |
|
|
| 3.4 |
|
Interest on lease liabilities |
| Interest and other expense on debt |
|
| 0.4 |
|
|
| 0.5 |
|
|
| 0.7 |
|
|
| 0.9 |
|
Variable lease expense |
| Warehousing, delivery, selling, general, and administrative |
|
| 0.8 |
|
|
| 0.7 |
|
|
| 1.6 |
|
|
| 1.4 |
|
Short-term lease expense |
| Warehousing, delivery, selling, general, and administrative |
|
| 0.5 |
|
|
| 0.6 |
|
|
| 1.3 |
|
|
| 1.1 |
|
Total lease expense |
|
|
| $ | 9.4 |
|
| $ | 9.1 |
|
| $ | 18.9 |
|
| $ | 17.9 |
|
The following table presents maturity analysis of lease liabilities at June 30, 2020:
Maturity of Lease Liabilities |
| Operating Leases(a) |
|
| Finance Leases |
| ||
|
| (In millions) |
| |||||
2020 |
| $ | 12.7 |
|
| $ | 6.9 |
|
2021 |
|
| 23.7 |
|
|
| 9.5 |
|
2022 |
|
| 19.9 |
|
|
| 6.0 |
|
2023 |
|
| 16.6 |
|
|
| 3.6 |
|
2024 |
|
| 15.5 |
|
|
| 2.9 |
|
After 2024 |
|
| 51.1 |
|
|
| 0.5 |
|
Total lease payments |
|
| 139.5 |
|
|
| 29.4 |
|
Less: Interest(b) |
|
| (16.6 | ) |
|
| (1.9 | ) |
Present value of lease liabilities(c) |
| $ | 122.9 |
|
| $ | 27.5 |
|
(a) | There were 0 operating leases with options to extend lease terms that are reasonably certain of being exercised and the operating lease payments exclude $0.3 million of legally binding minimum lease payments for leases signed but not yet commenced. |
(b) | Calculated using the discount rate for each lease. |
(c) | Includes the current portion of $21.2 million for operating leases and $11.1 million for finance leases. |
The following table shows the weighted-average remaining lease term and discount rate for operating and finance leases, respectively, at June 30, 2020 and December 31, 2019:
|
| June 30, |
|
| December 31, |
| ||
Lease Term and Discount Rate |
| 2020 |
|
| 2019 |
| ||
|
|
|
|
|
|
|
|
|
Weighted-average remaining lease term (years) |
|
|
|
|
|
|
|
|
Operating leases |
|
| 7.6 |
|
|
| 7.9 |
|
Finance leases |
|
| 2.8 |
|
|
| 2.8 |
|
Weighted-average discount rate |
|
|
|
|
|
|
|
|
Operating leases |
|
| 3.4 | % |
|
| 3.6 | % |
Finance leases |
|
| 4.6 | % |
|
| 4.8 | % |
Information reported in our Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2020 and 2019 is summarized below:
|
| Six Months Ended June 30, |
| |||||
Other Information |
| 2020 |
|
| 2019 |
| ||
|
| (In millions) |
| |||||
Cash paid for amounts included in the measurement of lease liabilities |
|
|
|
|
|
|
|
|
Operating cash flows from operating leases |
| $ | 12.4 |
|
| $ | 10.1 |
|
Operating cash flows from finance leases |
|
| 0.7 |
|
|
| 0.9 |
|
Financing cash flows from finance leases |
|
| 6.7 |
|
|
| 6.3 |
|
Assets obtained in exchange for lease obligations: |
|
|
|
|
|
|
|
|
Adoption of accounting principal ASC 842 |
|
| — |
|
|
| 82.3 |
|
Operating leases |
|
| 0.7 |
|
|
| 10.8 |
|
Finance leases |
|
| 1.4 |
|
|
| 0.6 |
|
NOTE 4:6: GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $115.3$120.3 million and $103.2 million at SeptemberJune 30, 20172020 and December 31, 2016, respectively. We recognized $12.1 million of goodwill during the first nine months of 2017 related to the acquisitions discussed in Note 5: Acquisitions.2019. Pursuant to ASC 350, “Intangibles – Goodwill and Other,” we review the recoverability of goodwill annually as of October 1 or whenever significant events or changes occur which might impair the recovery of recorded amounts. The most recently completed
Due to the COVID-19 pandemic and its effect on our demand levels and stock price, as well as the overall economy, we performed a quantitative impairment test of goodwill was performed as of October 1, 2016, and itMay 31, 2020. It was determined that no0 impairment existed in 2016.existed.
Other intangible assets with finite useful lives continue to be amortized over their useful lives. During the first nine months of 2017 we recognized $12.2 million in intangibles related to the acquisitions discussed in Note 5: Acquisitions. We review the recoverability of our long-lived assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.
Our Critical Accounting Policies and Estimates for goodwill and intangibles assets are disclosed in Note 1 to the Consolidated Financial Statements and in Management's Discussion and Analysis of our annual report on Form 10-K for the fiscal year ended December 31, 2019. We continue to monitor the significant global economic uncertainty as a result of the COVID-19 pandemic to assess the outlook for demand for our products and the impact on our business and our overall financial performance. A lack of recovery or further deterioration in market conditions, a trend of weaker than expected financial performance in our business, or a lack of recovery or further decline in the Company’s market capitalization, among other factors, could result in an impairment charge in future periods which could have a material adverse effect on our financial statements.
NOTE 5: ACQUISITIONS
On January 19, 2017, Ryerson Holding acquired The Laserflex Corporation (“Laserflex”), a privately-owned metal fabricator specializing in laser fabrication metal processing and welding with locations in Columbus, Ohio and Wellford, South Carolina. The acquisition is not material to our consolidated financial statements.
On February 15, 2017, Ryerson Holding acquired Guy Metals, Inc. (“Guy Metals”), a privately-owned metal service center company located in Hammond, Wisconsin. The acquisition is not material to our consolidated financial statements.
Long-term debt consisted of the following at SeptemberJune 30, 20172020 and December 31, 2016:2019:
|
| September 30, |
|
| December 31, |
|
| June 30, |
|
| December 31, |
| ||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||
Ryerson Credit Facility |
| $ | 385.1 |
|
| $ | 312.0 |
|
| $ | 357.9 |
|
| $ | 377.7 |
|
11.00% Senior Secured Notes due 2022 |
|
| 650.0 |
|
|
| 650.0 |
|
|
| 530.3 |
|
|
| 587.9 |
|
Foreign debt |
|
| 19.5 |
|
|
| 19.2 |
|
|
| 11.5 |
|
|
| 13.2 |
|
Other debt |
|
| 1.7 |
|
|
| — |
|
|
| 8.7 |
|
|
| 9.5 |
|
Unamortized debt issuance costs and discounts |
|
| (14.7 | ) |
|
| (17.7 | ) |
|
| (4.6 | ) |
|
| (6.5 | ) |
Total debt |
|
| 1,041.6 |
|
|
| 963.5 |
|
|
| 903.8 |
|
|
| 981.8 |
|
Less: Ryerson Credit Facility - "first in, last out" subfacility |
|
| — |
|
|
| 34.3 |
| ||||||||
Less: Short-term foreign debt |
|
| 19.5 |
|
|
| 19.2 |
|
|
| 11.5 |
|
|
| 13.2 |
|
Less: Other short-term debt |
|
| 0.7 |
|
|
| — |
|
|
| 1.7 |
|
|
| 1.7 |
|
Total long-term debt |
| $ | 1,021.4 |
|
| $ | 944.3 |
|
| $ | 890.6 |
|
| $ | 932.6 |
|
Ryerson Credit Facility
OnOn November 16, 2016, Ryerson entered into an amendment with respect to its $1.0 billion revolving credit facility (as amended, the “Ryerson“Old Credit Facility”), to reduce the total facility size from $1.0 billion (the “Old Credit Facility”) to $750 million, reduce the interest rate on outstanding borrowings by 25 basis points, reduce commitment fees on amounts not borrowed by 2.5 basis points, and to extend the maturity date to November 16, 2021. The Old Credit Facility was amended a second time on June 28, 2018, to increase the facility size from $750 million to $1.0 billion (the “Ryerson Credit Facility”). On September 23, 2019, a third amendment was entered into to supplement the facility and add a U.S. “first-in, last-out” sub-facility of $67.9 million (the “FILO Facility”). The FILO facility is equal in subordination with the other borrowings under the Ryerson Credit Facility and has matured as of June 30, 2020. The FILO facility supplemented our borrowing capacity by providing additional collateral on eligible accounts receivable and inventory. The aggregate facility size of $1.0 billion remains unchanged.
At SeptemberJune 30, 20172020, Ryerson had $385.1$357.9 million of outstanding borrowings, $15$11 million of letters of credit issued, and $291$204 million available under the Ryerson Credit Facility compared to $312.0$377.7 million of outstanding borrowings, $16including $34.3 million under the FILO Facility, $11 million of letters of credit issued, and $225$348 million available at December 31, 2016.2019. Total credit availability is limited by the amount of eligible accounts receivable, inventory, and qualified cash pledged as collateral under the agreement insofar as Ryerson is subject to a borrowing base comprised of the aggregate of these three amounts, less applicable reserves. Eligible accounts receivable, at any date of determination, is comprised of the aggregate value of all accounts directly created by a borrower (and in the case of Canadian accounts, athe Canadian guarantor)borrower) in the ordinary course of business arising out of the sale of goods or the rendering of services, each of which has been invoiced, with such receivables adjusted to exclude various ineligible accounts, including, among other things, those to which a borrower (or guarantor, as applicable) does not have sole and absolute title and accounts arising out of a sale to an employee, officer, director, or affiliate of a borrower (or guarantor, as applicable). Eligible inventory, at any date of determination, is comprised of the net orderly liquidation value of all inventory owned by a borrower (and in the case of Canadian accounts, athe Canadian guarantor)borrower). Qualified cash consists of cash in an eligible deposit account that is subject to customary restrictions and liens in favor of the lenders.
The Ryerson Credit Facility has an allocation of $660$940 million to the Company’s subsidiaries in the United States and an allocation of $90$60 million to Ryerson Holding’s Canadian subsidiary that is a borrower. Amounts outstanding under the Ryerson Credit Facility bear interest at (i) a rate determined by reference to (A) the base rate (the highest of the Federal Funds Rate plus 0.50%, Bank of America, N.A.’s prime rate, and the one-month LIBOR rate plus 1.00%) or (B) a LIBOR rate or, (ii) for Ryerson Holding’s Canadian subsidiary that is a borrower, (A) a rate determined by reference to the Canadian base rate (the greatest of the Federal Funds Rate plus 0.50%, Bank of America-Canada Branch’s “base rate” for commercial loans in U.S. Dollars made at its “base rate”, and the 30 day LIBOR rate plus 1.00%), (B) the prime rate (the greater of Bank of America-Canada Branch’s “prime rate” for commercial loans made by it in Canada in Canadian Dollars and the one-month Canadian bankers’ acceptance rate plus 1.00%), or (C) the bankers’ acceptance rate. The spread over the base rate and prime rate is between 0.25% and 0.50% and the spread over the LIBOR and
for the bankers’ acceptances is between 1.25% and 1.50%, depending on the amount available to be borrowed under the Ryerson Credit Facility. Amounts outstanding under the FILO Facility bore interest at the same rates as listed above for U.S. borrowings, however the spread over the base rate was between 1.25% and 1.50% and the spread over the LIBOR rate was between 2.25% and 2.50%, depending on the amount available to be borrowed under the Ryerson Credit Facility. Ryerson also pays commitment fees on amounts not borrowed at a rate of 0.23%. Overdue amounts and all amounts owed during the existence of a default bear interest at 2% above the rate otherwise applicable thereto. Ryerson also pays commitment fees on amounts not borrowed at a rate of 0.23%.
We attempt to minimize interest rate risk exposure through the utilization of interest rate swaps, which are derivative financial instruments. During March 2017,In June 2019, we entered into an interest rate swap to fix interest on $150$60 million of our floating rate debt under the Ryerson Credit Facility at a rate of 1.658%1.729% through March 2020. TheJune 2022. In November 2019, we entered into another interest rate swap hasto fix interest on $100 million of our floating rate debt under the Ryerson Credit Facility at a rate of 1.539% through November 2022. Both of the swaps have reset dates and critical terms that match our existing debt and the anticipated critical terms of future debt. The weighted average interest rate on the outstanding borrowings under the Ryerson Credit Facility including the interest rate swap swaps was 2.7 percent2.1% and 2.2 percent3.2% at SeptemberJune 30, 20172020 and December 31, 2016,2019, respectively.
Borrowings under the Ryerson Credit Facility are secured by first-priority liens on all of the inventory, accounts receivables, lockbox accounts, and related assets of the borrowers and the guarantors.
The Ryerson Credit Facility also contains covenants that, among other things, restrict Ryerson Holding and its restricted subsidiaries with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets, and acquisitions. The Ryerson Credit Facility also requires that, if availability under the Ryerson Credit Facility declines to a certain level, Ryerson maintain a minimum fixed charge coverage ratio as of the end of each fiscal quarter, and includes defaults upon (among other things) the occurrence of a change of control of Ryerson and a cross-default to other financing arrangements.
The Ryerson Credit Facility contains events of default with respect to, among other things, default in the payment of principal when due or the payment of interest, fees, and other amounts due thereunder after a specified grace period, material misrepresentations, failure to perform certain specified covenants, certain bankruptcy events, the invalidity of certain security agreements or guarantees, material judgments, and the occurrence of a change of control of Ryerson. If such an event of default occurs, the lenders under the Ryerson Credit Facility will be entitled to various remedies, including acceleration of amounts outstanding under the Ryerson Credit Facility and all other actions permitted to be taken by secured creditors.
The lenders under the Ryerson Credit Facility maycould reject a borrowing request if any event, circumstance, or development has occurred that has had or could reasonably be expected to have a material adverse effect on the Company. If Ryerson Holding, JT Ryerson, any of the other borrowers, or any restricted subsidiaries of JT Ryerson becomes insolvent or commences bankruptcy proceedings, all amounts borrowed under the Ryerson Credit Facility will become immediately due and payable.
Net proceedsrepayments of short-term borrowings that are reflected in the Condensed Consolidated Statements of Cash Flows represent borrowings under the Ryerson Credit Facility with original maturities less than three months.
2022 Notes
On May 24, 2016, JT Ryerson issued $650 million in aggregate principal amount of the 2022 Notes (the “2022 Notes”). The 2022 Notesthat bear interest at a rate of 11.00% per annum. The 2022 Notes are fully and unconditionally guaranteed on a senior secured basis by all of our existing and future domestic subsidiaries that are co-borrowers or that have guarantee obligations under the Ryerson Credit Facility.
The 2022 Notes and the related guarantees are secured by a first-priority security interest in substantially all of JT Ryerson’s and each guarantor’s present and future assets located in the United States (other than receivables, inventory, cash, deposit accounts and related general intangibles, certain other assets, and proceeds thereof), subject to certain exceptions and customary permitted liens. The 2022 Notes and the related guarantees are also secured on a second-priority basis by a lien on the assets that secure JT Ryerson’s and the Company’s obligations under the Ryerson Credit Facility.
The 2022 Notes will beare redeemable in whole or in part, at any time on or after May 15, 2019 at certain redemption prices. The redemption price for the 2022 Notes102.75% if redeemed during the twelve months beginning (i) May 15, 2019 is 105.50%, (ii) May 15, 2020 is 102.75%, and (iii)before May 15, 2021 and thereafter is 100.00%. JT Ryerson may redeem some or all of the 2022 Notes before May 15, 2019 at a redemption price of 100.00% of the principal amount, plus accruedif redeemed on and unpaid interest, if any, to the redemption date, plus a “make-whole” premium. In addition, JT Ryerson may redeem up to 35% of the 2022 Notes before May 15, 2019 with respect to the 2022 Notes with the net cash proceeds from certain equity offerings at a price equal to 111.00%, with respect to the 2022 Notes, of the principal amount thereof, plus any accrued and unpaid interest, if any.thereafter. JT Ryerson may be required to make an offer to purchase the 2022 Notes upon the sale of assets or upon a change of control.
The 2022 Notes contain customary covenants that, among other things, limit, subject to certain exceptions, our ability, and the ability of our restricted subsidiaries, to incur additional indebtedness, pay dividends on our capital stock or repurchase our capital stock, make investments, sell assets, engage in acquisitions, mergers, or consolidations, or create liens or use assets as security in other transactions. Subject to certain exceptions, JT Ryerson may only pay dividends to Ryerson Holding to the extent of 50% of futurecumulative net income since the issuance of the 2022 Notes, once prior losses are offset.
The net proceeds fromDuring the issuancefirst six months of 2019, a principal amount of $11.6 million of the 2022 Notes along with borrowings underwere repurchased for $11.8 million and retired, resulting in the Ryerson Credit Facility, were used to (i) repurchase and/or redeem in full the $569.9 million balancerecognition of JT Ryerson’s 9% Senior Secured Notes due 2017 (the “2017 Notes”), plus accrued and unpaid interest thereon up to, but not including, the repayment date, (ii) repurchase $95 million of the 11.25% Senior Secured Notes due 2018 (the “2018 Notes”), and (iii) pay related fees, expenses and premiums.
The Company applied the provisions of ASC 470-50, “Modifications and Extinguishments” in accounting for the issuance of the 2022 Notes, redemption of the 2017 Notes and partial repurchase of the 2018 Notes. The evaluation of the accounting under ASC 470-50 was performed on a creditor by creditor basis in order to determine if the terms of the debt were substantially different and, as a result, whether to apply modification or extinguishment accounting. For the lenders where it was determined that the terms of the debt were not substantially different, modification accounting was applied. For the remaining lenders, extinguishment accounting was applied. In connection with this debt modification and extinguishment, the Company recorded a $16.0$0.2 million loss within other income and (expense), net on the Condensed Consolidated Statement of Comprehensive Income during 2016, primarily attributed to the costs incurred with third parties for arrangement fees, legal and other services related to the modified debt, as well as redemptionIncome.
fees paid to the creditors and unamortized debt issuance costs written off related to the extinguished debt. Additionally, the costs incurred with third parties for arrangement fees, legal and other services related to the extinguished debt and redemption fees paid to the creditors related to the modified debt were capitalized and are being amortized over the life of the modified debt using the effective interest method.
During the first ninesix months of 2016,2020, a principal amount of $27.0$57.6 million of the 20182022 Notes were repurchased for $18.2$56.7 million and retired, resulting in the recognition of an $8.8a $0.9 million gain within other income and (expense), net on the Condensed Consolidated Statement of Comprehensive Income. Including the $16.0 million loss on the redemption of the $569.9 million balance of the 2017 Notes andSee Note 16: Subsequent Events for further repurchase of $95.0 million of the 2018 Notes, the Company recognized a total net loss of $7.2 million within other income and (expense), net on the Condensed Consolidated Statement of Comprehensive Income during the first nine months of 2016.details.
Foreign Debt
At SeptemberJune 30, 2017,2020, Ryerson China’s foreign borrowings were $19.5$11.5 million, which were owed to banks in Asia at a weighted average interest rate of 3.9%4.1% per annum and secured by inventory and property, plant, and equipment. At December 31, 2016,2019, Ryerson China’s foreign borrowings were $19.2$13.2 million, which were owed to banks in Asiaat a weighted average interest rate of 4.4%4.3% per annum and secured by inventory and property, plant, and equipment.
Availability under the foreign credit lines was $26$35 million and $32 million at SeptemberJune 30, 20172020 and December 31, 2016.2019, respectively. Letters of credit issued by our foreign subsidiaries were $6$4 million and $3 million at SeptemberJune 30, 20172020 and December 31, 2016.2019, respectively.
NOTE 7:8: EMPLOYEE BENEFITS
The following table summarizestables summarize the components of net periodic benefit cost (credit) cost for the three and ninesix month periods ended SeptemberJune 30, 20172020 and 20162019 for the Ryerson pension plans and postretirement benefitsbenefit plans other than pension:
|
| Three Months Ended September 30, |
|
| Three Months Ended June 30, |
| ||||||||||||||||||||||||||
|
| Pension Benefits |
|
| Other Benefits |
|
| Pension Benefits |
|
| Other Benefits |
| ||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||||||||||||||||||
Components of net periodic benefit (credit) cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Components of net periodic benefit cost (credit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Service cost |
| $ | 0.8 |
|
| $ | 0.9 |
|
| $ | 0.2 |
|
| $ | 0.2 |
| ||||||||||||||||
Interest cost |
| $ | 6 |
|
| $ | 8 |
|
| $ | 1 |
|
| $ | 1 |
|
|
| 5.2 |
|
|
| 7.3 |
|
|
| 0.5 |
|
|
| 0.6 |
|
Expected return on assets |
|
| (10 | ) |
|
| (12 | ) |
|
| — |
|
|
| — |
|
|
| (8.1 | ) |
|
| (9.1 | ) |
|
| — |
|
|
| — |
|
Settlement expense |
|
| 0.7 |
|
|
| 0.1 |
|
|
| — |
|
|
| — |
| ||||||||||||||||
Recognized actuarial (gain) loss |
|
| 4 |
|
|
| 3 |
|
|
| (2 | ) |
|
| (2 | ) |
|
| 4.2 |
|
|
| 3.7 |
|
|
| (1.8 | ) |
|
| (1.9 | ) |
Amortization of prior service credit |
|
| — |
|
|
| — |
|
|
| (1 | ) |
|
| (1 | ) | ||||||||||||||||
Net periodic benefit credit |
| $ | — |
|
| $ | (1 | ) |
| $ | (2 | ) |
| $ | (2 | ) | ||||||||||||||||
Amortization of prior service cost (credit) |
|
| 0.1 |
|
|
| — |
|
|
| (0.6 | ) |
|
| (0.8 | ) | ||||||||||||||||
Net periodic benefit cost (credit) |
| $ | 2.9 |
|
| $ | 2.9 |
|
| $ | (1.7 | ) |
| $ | (1.9 | ) |
|
| Nine Months Ended September 30, |
|
| Six Months Ended June 30, |
| ||||||||||||||||||||||||||
|
| Pension Benefits |
|
| Other Benefits |
|
| Pension Benefits |
|
| Other Benefits |
| ||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||||||||||||||||||
Components of net periodic benefit (credit) cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Components of net periodic benefit cost (credit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Service cost |
| $ | 1 |
|
| $ | 1 |
|
| $ | — |
|
| $ | — |
|
| $ | 1.7 |
|
| $ | 1.7 |
|
| $ | 0.3 |
|
| $ | 0.3 |
|
Interest cost |
|
| 19 |
|
|
| 22 |
|
|
| 2 |
|
|
| 2 |
|
|
| 10.4 |
|
|
| 14.6 |
|
|
| 0.9 |
|
|
| 1.2 |
|
Expected return on assets |
|
| (31 | ) |
|
| (34 | ) |
|
| — |
|
|
| — |
|
|
| (16.2 | ) |
|
| (18.2 | ) |
|
| — |
|
|
| — |
|
Settlement expense |
|
| 1.1 |
|
|
| 0.2 |
|
|
| — |
|
|
| — |
| ||||||||||||||||
Recognized actuarial (gain) loss |
|
| 11 |
|
|
| 9 |
|
|
| (6 | ) |
|
| (6 | ) |
|
| 8.5 |
|
|
| 7.4 |
|
|
| (3.5 | ) |
|
| (3.8 | ) |
Amortization of prior service credit |
|
| — |
|
|
| — |
|
|
| (2 | ) |
|
| (2 | ) | ||||||||||||||||
Net periodic benefit credit |
| $ | — |
|
| $ | (2 | ) |
| $ | (6 | ) |
| $ | (6 | ) | ||||||||||||||||
Amortization of prior service cost (credit) |
|
| 0.1 |
|
|
| — |
|
|
| (1.1 | ) |
|
| (1.5 | ) | ||||||||||||||||
Net periodic benefit cost (credit) |
| $ | 5.6 |
|
| $ | 5.7 |
|
| $ | (3.4 | ) |
| $ | (3.8 | ) |
Effective May 19, 2017, the Company froze the benefits accrued under a portionComponents of its definednet periodic benefit pension plan for certain wage employees. The freeze impacted a significant number of active accruing participants, therefore, curtailment accounting was requiredcost (credit), excluding service cost, are included in Other income and the pension plan was remeasured as of May 31, 2017. The remeasurement resulted(expense), net in a curtailment loss of $0.1 million, which was recorded within warehousing, delivery, selling, general and administrative expense within the condensedour Condensed Consolidated Statement of Comprehensive Income. As a result of the remeasurement, the discount rate decreased from 4.14% to 3.86% and the expected long-term rate of return on pension assets increased from 6.75% to 6.95% due to improved expectations of returns on pension assets. See our Annual Report on form 10-K for further information on these assumptions.
The Company has contributed $16$7 millionto the pension plan fundfunds through the ninesix months ended SeptemberJune 30, 2017 and anticipates that it will have a minimum required pension contribution funding of approximately $5 million for2020. The Company has elected to defer the remaining three monthsexpected 2020 U.S. contributions of 2017.$13 million until January 1, 2021, as permitted under The Coronavirus Aid, Relief, and Economic Security Act (“The CARES Act”) that was passed in March 2020.
NOTE 8:9: COMMITMENTS AND CONTINGENCIES
In October 2011, the United States Environmental Protection Agency (the “EPA”) named usJT Ryerson as one of more than 100 businesses that may be a potentially responsible party (“PRP”) for the Portland Harbor Superfund Site (the “PHS Site”). On January 6, 2017, the EPA issued itsan initial Record of Decision (“ROD”) regarding the site. The ROD includes a combination of dredging, capping, and enhanced natural recovery that would take approximately thirteen years to construct plus additional time for monitored natural recovery, at an estimated present value cost of $1.05 billion. In a change from its prior stance, at a meeting on December 4, 2018, the EPA indicated that it expected PRPs to submit a plan during 2019 to start remediation of the river and harbor per the original
ROD within the next two to three years. The EPA also indicated that it expected allocation of amounts among the parties to be determined in the same two to three-year time frame. The EPA invited certain PRPs to a May 2, 2019 meeting to discuss starting the remedial design process. The EPA did not include JT Ryerson in those meetings.
On December 9, 2019, a PRP group met with Administrator Wheeler, the head of the EPA, to discuss updating the ROD as recent testing indicates that the levels of contamination have “drastically improved” and, thus, remediation should be much less drastic than that in the current ROD. Administrator Wheeler directed regional EPA staff to again review the ROD before moving forward with any enforcement action. On March 3, 2020, the regional EPA issued a letter to the PRP group, essentially rejecting the request but noting that new data would be used for fine-tuning the implementation of the remedy and to that extent could result in less active remediation.
The EPA indicated in a January 2, 2020 “progress update” letter that it is negotiating with certain parties to perform remedial design work at 5 unspecified areas which comprise 52% of the overall acreage subject to remediation. In late March, the EPA issued a Unilateral Administrative Order for Remedial Design to Schnitzer Steel, ordering it to develop a remedial design plan for the river area which includes the area where our former facilities were. In the meantime, Schnitzer has filed a petition for relief from the remedy required by the ROD.
The EPA has stated that it is willing to consider de minimis settlements, which JT Ryerson is trying to pursue; however, the EPA has not begun meeting with any of the smaller parties who have requested de minimis or de micromis status, stating that it does not have sufficient information to determine whether any parties meet such criteria and does not intend to begin those considerations until after the remedial design work is completed. It has met with selected parties that we believe to be larger targets. JT Ryerson has not been invited to meet with the EPA. As a result of the ongoing negotiations and filings over the ROD and the EPA’s decision not to meet with smaller parties, we cannot determine how allocations will be made and whether a de minimus settlement can be reached with the EPA.
The EPA has not yet allocated responsibility for the contamination among the potentially responsible parties, including JT Ryerson. We do not currently have sufficient information available to us to determine whether the ROD will be executed as currently stated, whether and to what extent JT Ryerson may be held responsible for any of the identified contamination, and how much (if any) of the final plan’s costs might ultimately be allocated to JT Ryerson. Therefore, management cannot predict the ultimate outcome of this matter or estimate a range of potential loss at this time.
There are various other claims and pending actions against the Company. The amount of liability, if any, for those claims and actions at SeptemberJune 30, 20172020 is not determinable but, in the opinion of management, such liability, if any, will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. We maintain liability insurance coverage to assist in protecting our assets from losses arising from or related to activities associated with business operations.
NOTE 9:10: DERIVATIVES AND FAIR VALUE MEASUREMENTS
Derivatives
The Company is exposedmay use derivatives to certain risks relatingpartially offset its business exposure to its ongoing business operations. The primary risks managed by using derivative instruments arecommodity price, foreign currency, and interest rate risk,fluctuations and their related impact on expected future cash flows and certain existing assets and liabilities. However, the Company may choose not to hedge certain exposures for a variety of reasons including, but not limited to, Company policy, accounting considerations, or the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in commodity pricing, foreign currency risk, and commodity price risk.exchange, or interest rates. Interest rate swaps are entered into to manage interest rate risk associated with the Company’s floating-rate borrowings. We use foreign currency exchange contracts to hedge our Canadian subsidiaries’ variability in cash flows in our Canada, Mexico, and China operations when a payment currency is different from the forecasted payment of currencies other than theour functional currency. From time to time, we may enter into fixed price sales contracts with our customers for certain of our inventory components, and in these instances, wecomponents. We may enter into metal commodity futures and options contracts to reduce volatility in the price of these metals. We may also enter into fixed price natural gas contracts and diesel fuel price swapsderivative contracts to manage the price risk of forecasted purchases of natural gas and diesel fuel.
We have a2 receive variable, pay fixed, interest rate swapswaps to manage the exposure to variable interest rates of the Ryerson Credit Facility. In March 2017,June 2019, we entered into a forward agreement for $150$60 million of “pay fixed” interest at 1.658%, “receive variable”1.729% and in November 2019, we entered into a forward agreement for $100 million of “pay fixed” interest rate swap to manage the risk of increasing variable interest rates.at 1.539%. The interest rate reset dates and critical terms match the terms of our existing debt and anticipated critical terms of future debt under the Ryerson Credit Facility. The fair value of the interest rate swapswaps as of SeptemberJune 30, 20172020 was zero. a net liability of $5.0 million.
The Company currently does not account for its commodity contracts and foreign exchange derivative contracts as hedges but rather marks them to market with a corresponding offset to current earnings. The Company accounts for its interest rate swapswaps as a cash flow hedgehedges of floating-rate borrowings with changes in fair value being recorded in accumulated other comprehensive income. The Company has made an accounting policy election to offset the fair value of derivative liabilities with related cash collateral. As of
June 30, 2020 and December 31, 2019, the Company offset 0 and $2.7 million, respectively, of fair value liabilities with cash held as collateral by the counterparty.
The Company regularly reviews the creditworthiness of its derivative counterparties and does not expect to incur a significant loss from the failure of any counterparties to perform under any agreements.
The following table summarizes the location and fair value amount of our derivative instruments reported in our Condensed Consolidated Balance Sheets as of SeptemberJune 30, 20172020 and December 31, 2016:2019:
|
| Asset Derivatives |
|
| Liability Derivatives |
| |||||||||||||||||||||||||||||||||||||||||
|
| Balance Sheet Location |
| September 30, 2017 |
|
| December 31, 2016 |
|
| Balance Sheet Location |
| September 30, 2017 |
|
| December 31, 2016 |
|
| Asset Derivatives |
|
| Liability Derivatives |
|
| ||||||||||||||||||||||||
|
| (In millions) |
|
| Balance Sheet Location |
| June 30, 2020 |
|
| December 31, 2019 |
|
| Balance Sheet Location |
| June 30, 2020 |
|
| December 31, 2019 |
|
| |||||||||||||||||||||||||||
Derivatives not designated as hedging instruments under ASC 815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (In millions) |
|
| |||||||||||||||||||||||
Foreign exchange contracts |
| Prepaid expenses and other current assets |
| $ | — |
|
| $ | — |
|
| Other accrued liabilities |
| $ | 0.1 |
|
| $ | — |
| |||||||||||||||||||||||||||
Metal commodity contracts |
| Prepaid expenses and other current assets |
|
| 2.2 |
|
|
| 2.0 |
|
| Other accrued liabilities |
|
| 2.3 |
|
|
| 0.2 |
|
| Prepaid expenses and other current assets |
| $ | 0.7 |
|
| $ | 5.0 |
|
| Other accrued liabilities |
| $ | 3.3 |
|
| $ | 9.4 |
| (a) | ||||||
Crude oil contracts |
| Prepaid expenses and other current assets |
|
| — |
|
|
| 0.1 |
|
| Other accrued liabilities |
|
| — |
|
|
| — |
|
| ||||||||||||||||||||||||||
Derivatives designated as hedging instruments under ASC 815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||
Interest rate swaps |
| Deferred charges and other assets |
|
| — |
|
|
| — |
|
| Other noncurrent liabilities |
|
| 5.0 |
|
|
| 0.2 |
|
| ||||||||||||||||||||||||||
Total derivatives |
|
|
| $ | 2.2 |
|
| $ | 2.0 |
|
|
|
| $ | 2.4 |
|
| $ | 0.2 |
|
|
|
| $ | 0.7 |
|
| $ | 5.1 |
|
|
|
| $ | 8.3 |
|
| $ | 9.6 |
| (a) | ||||||
(a) The offsetting cash collateral balance of $2.7 million held by the derivative counterparty brought the net metal commodity contract liability to $6.7 million and the net total derivative liability balance to $6.9 million as of December 31, 2019. | (a) The offsetting cash collateral balance of $2.7 million held by the derivative counterparty brought the net metal commodity contract liability to $6.7 million and the net total derivative liability balance to $6.9 million as of December 31, 2019. |
|
|
AsThe following table presents the volume of Septemberthe Company’s activity in derivative instruments as of June 30, 20172020 and December 31, 2016, the Company’s foreign currency exchange contracts had a U.S. dollar notional amount of $2.1 million and $2.3 million, respectively. As of September 30, 2017 and December 31, 2016, the Company had 517 tons and 296 tons, respectively, of nickel swap contracts related to forecasted purchases. As of September 30, 2017 and December 31, 2016, the Company had 8,503 tons and 11,998 tons, respectively, of hot roll coil swap contracts related to forecasted purchases. The Company has aluminum swap contracts related to forecasted purchases, which had a notional amount of 15,717 tons and 8,466 tons as of September 30, 2017 and December 31, 2016, respectively. As of September 30, 2017 and December 31, 2016, the Company has zero gallons and 39,000 gallons, respectively, of diesel fuel swap contracts related to forecasted purchases. The Company had 3,402 tons and zero tons of zinc contracts as of September 30, 2017 and December 31, 2016, respectively. As of September 30, 2017, the Company had a notional amount of $150 million of the Ryerson Credit Facility hedged by an interest rate swap.2019:
|
| Notional Amount |
|
|
| |||||
Derivative Instruments |
| At June 30, 2020 |
|
| At December 31, 2019 |
|
| Unit of Measurement | ||
Iron ore swap contracts |
|
| 60,000 |
|
|
| 420,000 |
|
| Tons |
Hot roll coil swap contracts |
|
| 27,348 |
|
|
| 47,155 |
|
| Tons |
Crude oil swap contracts |
|
| — |
|
|
| 38,000 |
|
| Barrels |
Aluminum swap contracts |
|
| 12,497 |
|
|
| 23,949 |
|
| Tons |
Nickel swap contracts |
|
| 180 |
|
|
| 3,164 |
|
| Tons |
Foreign currency exchange contracts |
| 1.7 million |
|
| 2.0 million |
|
| U.S. dollars | ||
Interest rate swaps |
| 160 million |
|
| 310 million |
|
| U.S. dollars |
The following table summarizes the location and amount of gains and losses on derivatives not designated as hedging instruments reported in our Condensed Consolidated Statements of Comprehensive Income for the three and ninesix months ended SeptemberJune 30, 20172020 and 2016:2019:
|
|
|
| Amount of Gain/(Loss) Recognized in Income on Derivatives |
|
|
|
| Amount of Gain/(Loss) Recognized in Income on Derivatives |
| ||||||||||||||||||||||||||
Derivatives not designated as hedging instruments |
| Location of Gain/(Loss) Recognized in Income |
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
|
| Location of Gain/(Loss) Recognized in Income |
| Three Months Ended June 30, |
|
| Six Months Ended June 30, |
| ||||||||||||||||||||
under ASC 815 |
| on Derivatives |
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| on Derivatives |
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||||||
|
|
|
| (In millions) |
| |||||||||||||||||||||||||||||||
Metal commodity contracts |
| Cost of materials sold |
| $ | 0.8 |
|
| $ | 1.7 |
|
| $ | 2.6 |
|
| $ | 9.0 |
|
| Cost of materials sold |
| $ | 1.3 |
|
| $ | (9.6 | ) |
| $ | (0.7 | ) |
| $ | (8.0 | ) |
Diesel fuel commodity contracts |
| Warehousing, delivery, selling, general and administrative |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.1 |
| ||||||||||||||||||
Crude oil commodity contracts |
| Warehousing, delivery, selling, general, and administrative |
|
| — |
|
|
| (0.2 | ) |
|
| — |
|
|
| 0.7 |
| ||||||||||||||||||
Foreign exchange contracts |
| Other income and (expense), net |
|
| — |
|
|
| — |
|
|
| (0.1 | ) |
|
| (0.1 | ) |
| Other income and (expense), net |
|
| (0.1 | ) |
|
| — |
|
|
| 0.1 |
|
|
| (0.1 | ) |
Total |
|
|
| $ | 0.8 |
|
| $ | 1.7 |
|
| $ | 2.5 |
|
| $ | 9.0 |
|
|
|
| $ | 1.2 |
|
| $ | (9.8 | ) |
| $ | (0.6 | ) |
| $ | (7.4 | ) |
The following table summarizes the location and amount of gains and losses on derivatives designated as hedging instruments reported in our Condensed Consolidated Statements of Comprehensive Income for the three and ninesix months ended SeptemberJune 30, 20172020 and 2016:
2019:
|
|
|
| Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Income |
|
|
|
| Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Income |
| ||||||||||||||||||||||||||
Derivatives designated as hedging instruments |
| Location of Gain/(Loss) Recognized in Income |
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
|
| Location of Gain/(Loss) Recognized in Income |
| Three Months Ended June 30, |
|
| Six Months Ended June 30, |
| ||||||||||||||||||||
under ASC 815 |
| on Derivatives |
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| on Derivatives |
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||||||
|
|
|
| (In millions) |
|
|
|
| (In millions) |
| ||||||||||||||||||||||||||
Interest Rate Swaps |
| Interest and other expense on debt |
| $ | (0.1 | ) |
| $ | — |
|
| $ | (0.5 | ) |
| $ | — |
| ||||||||||||||||||
Interest rate swaps |
| Interest and other expense on debt |
| $ | (0.5 | ) |
| $ | 0.3 |
|
| $ | (0.6 | ) |
| $ | 0.6 |
|
As of SeptemberJune 30, 2017,2020, the portion of the interest rate swap fair value that would be reclassified into earnings during the next 12 months as interest expense is approximately $0.3$2.1 million.
Fair Value Measurements
To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:
| 1. | Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date. |
| 2. | Level 2 – inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. |
| 3. | Level 3 – unobservable inputs, such as internally-developed pricing models for the asset or liability due to little or no market activity for the asset or liability. |
The following table presents assets and liabilities measured and recorded at fair value on our Condensed Consolidated Balance Sheet on a recurring basis and their level within the fair value hierarchy as of SeptemberJune 30, 2017:2020:
|
| At September 30, 2017 |
|
| At June 30, 2020 |
| ||||||||||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid and other current assets: |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Common stock—available-for-sale investment |
| $ | 0.1 |
|
| $ | — |
|
| $ | — |
| ||||||||||||
Derivatives: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments under ASC 815: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metal commodity contracts |
| $ | — |
|
| $ | 2.2 |
|
| $ | — |
|
| $ | — |
|
| $ | 0.7 |
|
| $ | — |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments under ASC 815: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Exchange Contracts |
| $ | — |
|
| $ | 0.1 |
|
| $ | — |
| ||||||||||||
Metal commodity contracts |
|
| — |
|
|
| 2.3 |
|
|
| — |
|
| $ | — |
|
| $ | 3.3 |
|
| $ | — |
|
Total derivatives liabilities |
| $ | — |
|
| $ | 2.4 |
|
| $ | — |
| ||||||||||||
Derivatives designated as hedging instruments under ASC 815: |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Interest rate swaps |
|
| — |
|
|
| 5.0 |
|
|
| — |
| ||||||||||||
Total derivatives |
| $ | — |
|
| $ | 8.3 |
|
| $ | — |
|
The following table presents assets and liabilities measured and recorded at fair value on our Condensed Consolidated Balance Sheet on a recurring basis and their level within the fair value hierarchy as of December 31, 2016:2019:
|
| At December 31, 2016 |
|
| At December 31, 2019 |
| ||||||||||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid and other current assets: |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Common stock – available-for-sale investment |
| $ | 0.4 |
|
| $ | — |
|
| $ | — |
| ||||||||||||
Derivatives: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments under ASC 815: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metal commodity contracts |
| $ | — |
|
| $ | 2.0 |
|
| $ | — |
|
| $ | — |
|
| $ | 5.0 |
|
| $ | — |
|
Foreign exchange contracts |
|
| — |
|
|
| 0.1 |
|
|
| — |
| ||||||||||||
Total derivatives |
| $ | — |
|
| $ | 5.1 |
|
| $ | — |
| ||||||||||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments under ASC 815: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metal commodity contracts |
| $ | — |
|
| $ | 0.2 |
|
| $ | — |
|
| $ | — |
|
| $ | 9.4 |
| (a) | $ | — |
|
Derivatives designated as hedging instruments under ASC 815: |
|
|
|
|
|
|
|
|
|
|
| �� | ||||||||||||
Interest rate swaps |
|
| — |
|
|
| 0.2 |
|
|
| — |
| ||||||||||||
Total derivatives |
| $ | — |
|
| $ | 9.6 |
| (a) | $ | — |
| ||||||||||||
(a) The offsetting cash collateral balance of $2.7 million held by the derivative counterparty brought the net metal commodity contract liability to $6.7 million and the net total derivative liability balance to $6.9 million. | (a) The offsetting cash collateral balance of $2.7 million held by the derivative counterparty brought the net metal commodity contract liability to $6.7 million and the net total derivative liability balance to $6.9 million. |
|
The fair value of each derivative contract is determined using Level 2 inputs and the market approach valuation technique, as described in ASC 820. The Company has various commodity derivatives to lock in nickel and zinc prices for varying time periods. The fair value of these derivatives is determined based on the spot price each individual contract was purchased at and compared with the one-month daily average actual spot price on the London Metals Exchange for nickel and zinc on the valuation date. The Company also has commodity derivatives to lock in hot roll coil, crude oil, iron ore, and aluminum prices for varying time periods. The fair value of hot roll coil, crude oil, iron ore, and aluminum derivatives is determined based on the spot price each individual contract was purchased at and compared with the one-month daily average actual spot price on the Chicago Mercantile Exchange (hot roll coil and crude oil), the Singapore Exchange, and the London Metals Exchange, respectively, for the commodity on the valuation date. The Company has various commodity derivatives to lock in diesel prices for varying time periods. The fair value of these derivatives is determined based on the spot price each individual contract was purchased at and compared with the one-month daily average actual spot price of the Platts Index for Gulf Coast Ultra Low Sulfur Diesel on the valuation date. In addition, the Company has numerous foreign exchange contracts to hedge our Canadian subsidiaries’ variability in cash flows when a payment currency is different from the forecasted payment of currencies other than theour functional currency, the Canadian dollar.currency. The Company defines the fair value of foreign exchange contracts as the amount of the difference between the contracted and current market value at the end of the period. The Company estimates the current market value of foreign exchange contracts by obtaining month-end market quotes of foreign exchange rates and forward rates for contracts with similar terms. The Company uses the exchange rates provided by Reuters. Each commodity and foreign exchange contract term varies in the number of months,length, but in general, contracts are between 31 to 12 months in length.. The fair value of our interest rate swap is based on the sum of all future net present value cash flows for the fixed and floating leg of the swap. The future cash flows are derived based on the terms of our interest rate swap, as well as published discount factors, and projected forward London Interbank Offered Rates.LIBOR rates.
The carrying and estimated fair values of our financial instruments at SeptemberJune 30, 20172020 and December 31, 20162019 were as follows:
|
| At September 30, 2017 |
|
| At December 31, 2016 |
|
| At June 30, 2020 |
|
| At December 31, 2019 |
| ||||||||||||||||||||
|
| Carrying Amount |
|
| Fair Value |
|
| Carrying Amount |
|
| Fair Value |
|
| Carrying Amount |
|
| Fair Value |
|
| Carrying Amount |
|
| Fair Value |
| ||||||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||||||||||||||||||
Cash and cash equivalents |
| $ | 73.6 |
|
| $ | 73.6 |
|
| $ | 80.7 |
|
| $ | 80.7 |
|
| $ | 99.9 |
|
| $ | 99.9 |
|
| $ | 11.0 |
|
| $ | 11.0 |
|
Restricted cash |
|
| 1.3 |
|
|
| 1.3 |
|
|
| 1.0 |
|
|
| 1.0 |
|
|
| 12.0 |
|
|
| 12.0 |
|
|
| 48.8 |
|
|
| 48.8 |
|
Receivables less provision for allowances, claims and doubtful accounts |
|
| 425.4 |
|
|
| 425.4 |
|
|
| 326.0 |
|
|
| 326.0 |
| ||||||||||||||||
Receivables less provisions |
|
| 373.1 |
|
|
| 373.1 |
|
|
| 425.1 |
|
|
| 425.1 |
| ||||||||||||||||
Accounts payable |
|
| 362.5 |
|
|
| 362.5 |
|
|
| 230.4 |
|
|
| 230.4 |
|
|
| 260.1 |
|
|
| 260.1 |
|
|
| 311.5 |
|
|
| 311.5 |
|
Long-term debt, including current portion |
|
| 1,041.6 |
|
|
| 1,120.7 |
|
|
| 963.5 |
|
|
| 1,034.2 |
|
|
| 903.8 |
|
|
| 916.4 |
|
|
| 981.8 |
|
|
| 1,014.4 |
|
The estimated fair value of the Company’s cash and cash equivalents, restricted cash, receivables less provision for allowances, claims and doubtful accountsprovisions, and accounts payable approximate their carrying amounts due to the short-term nature of these financial instruments. The estimated fair value of the Company’s long-term debt and the current portions thereof is determined by using quoted market prices of Company debt securities (Level 2 inputs).
Assets Held for Sale
The Company had zero and $3.6 million of assets held for sale, classified within “prepaid expenses and other current assets,” as of September 30, 2017 and December 31, 2016, respectively. The fair values less costs to sell of long-lived assets held for sale are assessed each reporting period that they remain classified as held for sale. Any increase or decrease in the held for sale long-lived asset’s fair value less cost to sell is reported as an adjustment to its carrying amount, except that the adjusted carrying amount cannot exceed the carrying amount of the long-lived asset at the time it was initially classified as held for sale. The fair values of each property were determined based on appraisals obtained from a third-party, pending sales contracts, or recent listing agreements with third-party brokerage firms (Level 2 inputs).
The following table presents those assets that were measured and recorded at fair value on our Condensed Consolidated Balance Sheet on a non-recurring basis and their level within the fair value hierarchy at December 31, 2016:
|
| At December 31, 2016 |
| |||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| |||
|
| (In millions) |
| |||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other current assets – assets held for sale |
| $ | — |
|
| $ | 3.6 |
|
| $ | — |
|
Available-For-Sale Investments
The Company has classified investments made during 2010 and 2012 as available-for-sale at the time of their purchase. Investments classified as available-for-sale are recorded at fair value with the related unrealized gains and losses included in accumulated other comprehensive income. Management evaluates investments in an unrealized loss position on whether an other-than-temporary impairment has occurred on a periodic basis. Factors considered by management in assessing whether an other-than-temporary impairment has occurred include: the nature of the investment; whether the decline in fair value is attributable to specific adverse conditions affecting the investment; the financial condition of the investee; the severity and the duration of the impairment; and whether we intend to sell the investment or will be required to sell the investment before recovery of its amortized cost basis. When it is determined that an other-than-temporary impairment has occurred, the investment is written down to its market value at the end of the period in which it is determined that an other-than-temporary decline has occurred.
During the second quarter of 2017 the financial condition of the investee declined, therefore, management determined that an other-than-temporary impairment occurred and thus recognized a $0.2 million impairment charge within other income and (expense), net in the second quarter of 2017. As of September 30, 2017, the investment has been in an unrealized loss position from its adjusted cost basis for three months. Management does not currently intend to sell the investment before recovery of its adjusted cost basis. Realized gains and losses are recorded within the Condensed Consolidated Statement of Comprehensive Income upon sale of the security and are based on specific identification.
The Company’s available-for-sale securities as of September 30, 2017 can be summarized as follows:
|
| At September 30, 2017 |
| |||||||||||||
|
| Cost |
|
| Gross Unrealized Gains |
|
| Gross Unrealized Losses |
|
| Fair Value |
| ||||
|
| (In millions) |
| |||||||||||||
Common stock |
| $ | 0.2 |
|
| $ | — |
|
| $ | (0.1 | ) |
| $ | 0.1 |
|
The Company’s available-for-sale securities as of December 31, 2016 can be summarized as follows:
|
| At December 31, 2016 |
| |||||||||||||
|
| Cost |
|
| Gross Unrealized Gains |
|
| Gross Unrealized Losses |
|
| Fair Value |
| ||||
|
| (In millions) |
| |||||||||||||
Common stock |
| $ | 0.4 |
|
| $ | — |
|
| $ | — |
|
| $ | 0.4 |
|
There is no maturity date for these investments and there have been no sales during the nine months ended September 30, 2017.
NOTE 10:11: STOCKHOLDERS’ EQUITY (DEFICIT), ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), AND REDEEMABLE NONCONTROLLING INTEREST
The following table details changes in these accounts:
Ryerson Holding Corporation Stockholders’ Equity (Deficit) accounts for the three and six month periods ended June 30, 2020:
|
| Ryerson Holding Corporation Stockholders' Equity (Deficit) |
| |||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
| |||||||||||
|
| Common Stock |
|
| Treasury Stock |
|
| Capital in Excess of Par Value |
|
| Accumulated Deficit |
|
| Foreign Currency Translation |
|
| Benefit Plan Liabilities |
|
| Unrealized Gain (Loss) on Available- For-Sale Investments |
|
| Non-controlling Interest |
|
| Total Equity |
| |||||||||||||||||
|
| Shares |
|
| Dollars |
|
| Shares |
|
| Dollars |
|
| Dollars |
|
| Dollars |
|
| Dollars |
|
| Dollars |
|
| Dollars |
|
| Dollars |
|
| Dollars |
| |||||||||||
|
| (In millions, except shares in thousands) |
| |||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2017 |
|
| 37,345 |
|
| $ | 0.4 |
|
|
| 213 |
|
| $ | (6.6 | ) |
| $ | 375.4 |
|
| $ | (112.2 | ) |
| $ | (50.2 | ) |
| $ | (258.7 | ) |
| $ | 1.1 |
|
| $ | 1.5 |
|
| $ | (49.3 | ) |
Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 17.1 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.6 |
|
|
| 17.7 |
|
Foreign currency translation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 5.5 |
|
|
| — |
|
|
| — |
|
|
| 0.3 |
|
|
| 5.8 |
|
Gain on intra-entity foreign currency transactions |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3.6 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3.6 |
|
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $3.9 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 6.4 |
|
|
| — |
|
|
| — |
|
|
| 6.4 |
|
Unrealized loss on available-for-sale investment, net of tax of $0.1 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (0.2 | ) |
|
| — |
|
|
| (0.2 | ) |
Other than temporary impairment, net of tax of $0.1 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.1 |
|
|
| — |
|
|
| 0.1 |
|
Stock-based compensation expense |
|
| 76 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1.5 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1.5 |
|
Balance at September 30, 2017 |
|
| 37,421 |
|
| $ | 0.4 |
|
|
| 213 |
|
| $ | (6.6 | ) |
| $ | 376.9 |
|
| $ | (95.1 | ) |
| $ | (41.1 | ) |
| $ | (252.3 | ) |
| $ | 1.0 |
|
| $ | 2.4 |
|
| $ | (14.4 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
| |||||||||
|
| Common Stock |
|
| Treasury Stock |
|
| Capital in Excess of Par Value |
|
| Retained Earnings |
|
| Foreign Currency Translation |
|
| Benefit Plan Liabilities |
|
| Cash Flow Hedge- Interest Rate Swap |
|
| Non-controlling Interest |
|
| Total Equity |
| |||||||||||||||||
|
| Shares |
|
| Dollars |
|
| Shares |
|
| Dollars |
|
| Dollars |
|
| Dollars |
|
| Dollars |
|
| Dollars |
|
| Dollars |
|
| Dollars |
|
| Dollars |
| |||||||||||
|
| (In millions, except shares in thousands) |
| |||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2020 |
|
| 37,996 |
|
| $ | 0.4 |
|
|
| 213 |
|
| $ | (6.6 | ) |
| $ | 381.2 |
|
| $ | 99.6 |
|
| $ | (48.6 | ) |
| $ | (253.1 | ) |
| $ | (0.3 | ) |
| $ | 6.0 |
|
| $ | 178.6 |
|
Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 16.4 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 16.4 |
|
Foreign currency translation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (8.5 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (8.5 | ) |
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $0.6 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1.8 |
|
|
| — |
|
|
| — |
|
|
| 1.8 |
|
Stock-based compensation expense |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.6 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.6 |
|
Cash flow hedge - interest rate swap, net of tax of $1.2 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (3.5 | ) |
|
| — |
|
|
| (3.5 | ) |
Balance at March 31, 2020 |
|
| 37,996 |
|
|
| 0.4 |
|
|
| 213 |
|
|
| (6.6 | ) |
|
| 381.8 |
|
|
| 116.0 |
|
|
| (57.1 | ) |
|
| (251.3 | ) |
|
| (3.8 | ) |
|
| 6.0 |
|
|
| 185.4 |
|
Net income (loss) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (25.6 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.1 |
|
|
| (25.5 | ) |
Foreign currency translation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1.7 |
|
|
| — |
|
|
| — |
|
|
| (0.1 | ) |
|
| 1.6 |
|
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $0.7 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2.0 |
|
|
| — |
|
|
| — |
|
|
| 2.0 |
|
Stock-based compensation expense |
|
| 334 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.4 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.4 |
|
Dividends paid to noncontrolling interest |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (0.2 | ) |
|
| (0.2 | ) |
Balance at June 30, 2020 |
|
| 38,330 |
|
|
| 0.4 |
|
|
| 213 |
|
|
| (6.6 | ) |
|
| 382.2 |
|
|
| 90.4 |
|
|
| (55.4 | ) |
|
| (249.3 | ) |
|
| (3.8 | ) |
|
| 5.8 |
|
|
| 163.7 |
|
The following table details changes in Ryerson Holding Corporation Stockholders’ Equity (Deficit) accounts for the three and six month periods ended June 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
| |||||||||
|
| Common Stock |
|
| Treasury Stock |
|
| Capital in Excess of Par Value |
|
| Retained Earnings |
|
| Foreign Currency Translation |
|
| Benefit Plan Liabilities |
|
| Cash Flow Hedge- Interest Rate Swap |
|
| Non-controlling Interest |
|
| Total Equity |
| |||||||||||||||||
|
| Shares |
|
| Dollars |
|
| Shares |
|
| Dollars |
|
| Dollars |
|
| Dollars |
|
| Dollars |
|
| Dollars |
|
| Dollars |
|
| Dollars |
|
| Dollars |
| |||||||||||
|
| (In millions, except shares in thousands) |
| |||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2019 |
|
| 37,656 |
|
| $ | 0.4 |
|
|
| 213 |
|
| $ | (6.6 | ) |
| $ | 381.0 |
|
| $ | 14.2 |
|
| $ | (52.8 | ) |
| $ | (264.0 | ) |
| $ | 1.0 |
|
| $ | 2.7 |
|
| $ | 75.9 |
|
Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 29.5 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.1 |
|
|
| 29.6 |
|
Foreign currency translation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2.9 |
|
|
| — |
|
|
| — |
|
|
| 0.1 |
|
|
| 3.0 |
|
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $0.3 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.9 |
|
|
| — |
|
|
| — |
|
|
| 0.9 |
|
Adoption of accounting principal ASC 842, net of tax of $1.1 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3.0 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3.0 |
|
Stock-based compensation expense |
|
| 10 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.8 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.8 |
|
Cash flow hedge - interest rate swap, net of tax of $0.1 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (0.4 | ) |
|
| — |
|
|
| (0.4 | ) |
Balance at March 31, 2019 |
|
| 37,666 |
|
|
| 0.4 |
|
|
| 213 |
|
|
| (6.6 | ) |
|
| 381.8 |
|
|
| 46.7 |
|
|
| (49.9 | ) |
|
| (263.1 | ) |
|
| 0.6 |
|
|
| 2.9 |
|
|
| 112.8 |
|
Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 16.4 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.1 |
|
|
| 16.5 |
|
Foreign currency translation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.8 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.8 |
|
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $0.3 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.8 |
|
|
| — |
|
|
| — |
|
|
| 0.8 |
|
Stock-based compensation expense |
|
| 330 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.8 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.8 |
|
Purchase of subsidiary shares from noncontrolling interest |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2.9 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2.9 |
|
|
| — |
|
Cash flow hedge - interest rate swap, net of tax of $0.3 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (0.6 | ) |
|
| — |
|
|
| (0.6 | ) |
Balance at June 30, 2019 |
|
| 37,996 |
|
|
| 0.4 |
|
|
| 213 |
|
|
| (6.6 | ) |
|
| 379.7 |
|
|
| 63.1 |
|
|
| (49.1 | ) |
|
| (262.3 | ) |
|
| — |
|
|
| 5.9 |
|
|
| 131.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table details changes in accumulated other comprehensive income (loss), net of tax, for the ninesix months ended SeptemberJune 30, 2017:
2020:
|
| Changes in Accumulated Other Comprehensive Income (Loss) by Component |
| |||||||||||||
|
| Foreign Currency Translation |
|
| Benefit Plan Liabilities |
|
| Available- For-Sale Investments |
|
| Cash Flow Hedge - Interest Rate Swap |
| ||||
|
| (In millions) |
| |||||||||||||
Balance at January 1, 2017 |
| $ | (50.2 | ) |
| $ | (258.7 | ) |
| $ | 1.1 |
|
| $ | — |
|
Other comprehensive income (loss) before reclassifications |
|
| 9.1 |
|
|
| 7.8 |
|
|
| (0.2 | ) |
|
| (0.3 | ) |
Amounts reclassified from accumulated other comprehensive income (loss) |
|
| — |
|
|
| (1.4 | ) |
|
| 0.1 |
|
|
| 0.3 |
|
Net current-period other comprehensive income (loss) |
|
| 9.1 |
|
|
| 6.4 |
|
|
| (0.1 | ) |
|
| — |
|
Balance at September 30, 2017 |
| $ | (41.1 | ) |
| $ | (252.3 | ) |
| $ | 1.0 |
|
| $ | — |
|
|
| Changes in Accumulated Other Comprehensive Income (Loss) by Component, net of tax |
| |||||||||
|
| Foreign Currency Translation |
|
| Benefit Plan Liabilities |
|
| Cash Flow Hedge - Interest Rate Swap |
| |||
|
| (In millions) |
| |||||||||
Balance at January 1, 2020 |
| $ | (48.6 | ) |
| $ | (253.1 | ) |
| $ | (0.3 | ) |
Other comprehensive income (loss) before reclassifications |
|
| (6.8 | ) |
|
| — |
|
|
| (3.9 | ) |
Amounts reclassified from accumulated other comprehensive income into net income |
|
| — |
|
|
| 3.8 |
|
|
| 0.4 |
|
Net current-period other comprehensive income (loss) |
|
| (6.8 | ) |
|
| 3.8 |
|
|
| (3.5 | ) |
Balance at June 30, 2020 |
| $ | (55.4 | ) |
| $ | (249.3 | ) |
| $ | (3.8 | ) |
The following table details the reclassifications out of accumulated other comprehensive income (loss) for the three and nine month periods ended September 30, 2017:
|
| Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | ||||||||
|
| Amount reclassified from Accumulated |
|
|
| |||||
|
| Other Comprehensive Income (Loss) |
|
|
| |||||
|
| Three Months Ended |
|
| Nine Months Ended |
|
| Affected line item in the Condensed | ||
Details about Accumulated Other |
| September 30, 2017 |
|
| Consolidated Statements of | |||||
Comprehensive Income (Loss) Components |
| (In millions) |
|
| Comprehensive Income | |||||
Other-than-temporary impairment |
|
|
|
|
|
|
|
|
|
|
Other-than-temporary impairment charge |
| $ | — |
|
| $ | 0.2 |
|
| Other income and (expense), net |
Tax benefit |
|
| — |
|
|
| (0.1 | ) |
|
|
Net of tax |
| $ | — |
|
| $ | 0.1 |
|
|
|
Cash flow hedge - interest rate swap |
|
|
|
|
|
|
|
|
|
|
Realized swap interest loss |
| $ | 0.1 |
|
| $ | 0.5 |
|
| Interest and other expense on debt |
Tax benefit |
|
| (0.1 | ) |
|
| (0.2 | ) |
|
|
Net of tax |
| $ | — |
|
| $ | 0.3 |
|
|
|
Amortization of defined benefit pension and other post- retirement benefit plan items |
|
|
|
|
|
|
|
|
|
|
Actuarial (gain) loss |
| $ | 1.9 |
|
| $ | (0.2 | ) |
| Warehousing, delivery, selling, general and administrative |
Prior service credits |
|
| (0.8 | ) |
|
| (2.3 | ) |
| Warehousing, delivery, selling, general and administrative |
Total before tax |
|
| 1.1 |
|
|
| (2.5 | ) |
|
|
Tax provision (benefit) |
|
| (0.3 | ) |
|
| 1.1 |
|
|
|
Net of tax |
| $ | 0.8 |
|
| $ | (1.4 | ) |
|
|
The following table details the reclassifications out of accumulated other comprehensive income (loss) for the three and ninesix month periods ended SeptemberJune 30, 2016:2020:
|
| Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | ||||||||
|
| Amount reclassified from Accumulated |
|
|
| |||||
|
| Other Comprehensive Income (Loss) |
|
|
| |||||
|
| Three Months Ended |
|
| Six Months Ended |
|
| Affected line item in the Consolidated | ||
Details about Accumulated Other |
| June 30, 2020 |
|
| Statements of | |||||
Comprehensive Income (Loss) Components |
| (In millions) |
|
| Operations / Consolidated Balance Sheets | |||||
Amortization of defined benefit pension and other post-retirement benefit plan items |
|
|
|
|
|
|
|
|
|
|
Actuarial loss |
| $ | 2.5 |
|
| $ | 5.0 |
|
| Other income and (expense), net |
Pension settlement |
|
| 0.7 |
|
|
| 1.1 |
|
| Other income and (expense), net |
Prior service credits |
|
| (0.5 | ) |
|
| (1.0 | ) |
| Other income and (expense), net |
Total before tax |
|
| 2.7 |
|
|
| 5.1 |
|
|
|
Tax benefit |
|
| (0.7 | ) |
|
| (1.3 | ) |
|
|
Net of tax |
| $ | 2.0 |
|
| $ | 3.8 |
|
|
|
Cash flow hedge - interest rate swap |
|
|
|
|
|
|
|
|
|
|
Realized swap interest |
| $ | 0.5 |
|
| $ | 0.6 |
|
| Interest and other expense on debt |
Tax benefit |
|
| (0.2 | ) |
|
| (0.2 | ) |
|
|
Net of tax |
| $ | 0.3 |
|
| $ | 0.4 |
|
|
|
The following table details the reclassifications out of accumulated other comprehensive income (loss) for the three and six month periods ended June 30, 2019:
|
| Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | ||||||||
|
| Amount reclassified from Accumulated |
|
|
| |||||
|
| Other Comprehensive Income (Loss) |
|
|
| |||||
|
| Three Months Ended |
|
| Six Months Ended |
|
| Affected line item in the Consolidated | ||
Details about Accumulated Other |
| June 30, 2019 |
|
| Statements of | |||||
Comprehensive Income (Loss) Components |
| (In millions) |
|
| Operations / Consolidated Balance Sheets | |||||
Foreign Currency Translation |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation gain |
| $ | 0.2 |
|
| $ | 0.2 |
|
| Other income and (expense), net |
Tax provision |
|
| — |
|
|
| — |
|
|
|
Net of tax |
| $ | 0.2 |
|
| $ | 0.2 |
|
|
|
Cash flow hedge - interest rate swap |
|
|
|
|
|
|
|
|
|
|
Realized swap interest |
| $ | (0.3 | ) |
| $ | (0.6 | ) |
| Interest and other expense on debt |
Tax provision |
|
| — |
|
|
| 0.1 |
|
|
|
Net of tax |
| $ | (0.3 | ) |
| $ | (0.5 | ) |
|
|
Amortization of defined benefit pension and other post-retirement benefit plan items |
|
|
|
|
|
|
|
|
|
|
Actuarial loss |
| $ | 1.8 |
|
| $ | 3.6 |
|
| Other income and (expense), net |
Pension settlement |
|
| 0.1 |
|
|
| 0.2 |
|
| Other income and (expense), net |
Prior service credits |
|
| (0.8 | ) |
|
| (1.5 | ) |
| Other income and (expense), net |
Total before tax |
|
| 1.1 |
|
|
| 2.3 |
|
|
|
Tax benefit |
|
| (0.3 | ) |
|
| (0.6 | ) |
|
|
Net of tax |
| $ | 0.8 |
|
| $ | 1.7 |
|
|
|
NOTE 12: REVENUE RECOGNITION
We are a leading value-added processor and distributor of industrial metals with operations in the United States, Canada, Mexico, and China. We purchase large quantities of metal products from primary producers and sell these materials in smaller quantities to a wide variety of metals-consuming industries. More than 75% of the metals products sold are processed by us by bending, beveling, blanking, blasting, burning, cutting-to-length, drilling, embossing, flattening, forming, grinding, laser cutting, machining, notching, painting, perforating, polishing, punching, rolling, sawing, scribing, shearing, slitting, stamping, tapping, threading, welding, or other techniques to process materials to a specified thickness, length, width, shape, and surface quality pursuant to specific customer orders.
Disaggregated Revenue
We have 1 operating and reportable segment, metals service centers.
The Company derives substantially all of its sales from the distribution of metals. The following table shows the Company’s percentage of sales by major product line:
|
| Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | ||||||||
|
| Amount reclassified from Accumulated |
|
|
| |||||
|
| Other Comprehensive Income (Loss) |
|
|
| |||||
|
| Three Months Ended |
|
| Nine Months Ended |
|
| Affected line item in the Condensed | ||
Details about Accumulated Other |
| September 30, 2016 |
|
| Consolidated Statements of | |||||
Comprehensive Income (Loss) Components |
| (In millions) |
|
| Comprehensive Income | |||||
Other-than-temporary impairment |
|
|
|
|
|
|
|
|
|
|
Other-than-temporary impairment charge |
| $ | — |
|
| $ | 2.8 |
|
| Other income and (expense), net |
Tax benefit |
|
| — |
|
|
| (1.1 | ) |
|
|
Net of tax |
| $ | — |
|
| $ | 1.7 |
|
|
|
Amortization of defined benefit pension and other post- retirement benefit plan items |
|
|
|
|
|
|
|
|
|
|
Actuarial loss |
| $ | 1.1 |
|
| $ | 3.4 |
|
| Warehousing, delivery, selling, general and administrative |
Prior service credits |
|
| (0.7 | ) |
|
| (2.2 | ) |
| Warehousing, delivery, selling, general and administrative |
Total before tax |
|
| 0.4 |
|
|
| 1.2 |
|
|
|
Tax benefit |
|
| (0.1 | ) |
|
| (0.4 | ) |
|
|
Net of tax |
| $ | 0.3 |
|
| $ | 0.8 |
|
|
|
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
| ||||||||||
Product Line |
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
Carbon Steel Flat |
|
| 28 | % |
|
| 25 | % |
|
| 26 | % |
|
| 25 | % |
Carbon Steel Plate |
|
| 9 |
|
|
| 11 |
|
|
| 10 |
|
|
| 12 |
|
Carbon Steel Long |
|
| 15 |
|
|
| 16 |
|
|
| 15 |
|
|
| 16 |
|
Stainless Steel Flat |
|
| 15 |
|
|
| 15 |
|
|
| 16 |
|
|
| 15 |
|
Stainless Steel Plate |
|
| 5 |
|
|
| 4 |
|
|
| 5 |
|
|
| 4 |
|
Stainless Steel Long |
|
| 5 |
|
|
| 4 |
|
|
| 5 |
|
|
| 4 |
|
Aluminum Flat |
|
| 13 |
|
|
| 16 |
|
|
| 13 |
|
|
| 15 |
|
Aluminum Plate |
|
| 3 |
|
|
| 2 |
|
|
| 3 |
|
|
| 2 |
|
Aluminum Long |
|
| 5 |
|
|
| 5 |
|
|
| 5 |
|
|
| 5 |
|
Other |
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
Total |
|
| 100 | % |
|
| 100 | % |
|
| 100 | % |
|
| 100 | % |
A significant majority of the Company’s sales are attributable to its U.S. operations. The only operations attributed to foreign countries relate to the Company’s subsidiaries in Canada, China, and Mexico. The following table summarizes consolidated financial information of our operations by geographic location based on where sales originated:
| Three Months Ended June 30, |
|
| Six Months Ended June 30, |
| ||||||||||
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
Net Sales | (In millions) |
| |||||||||||||
United States |
| 686.3 |
|
| $ | 1,095.4 |
|
| $ | 1,599.8 |
|
| $ | 2,215.8 |
|
Foreign countries |
| 85.5 |
|
|
| 109.5 |
|
|
| 182.3 |
|
|
| 219.9 |
|
Total | $ | 771.8 |
|
| $ | 1,204.9 |
|
| $ | 1,782.1 |
|
| $ | 2,435.7 |
|
Revenue is recognized either at a point in time or over time based on if the contract has an enforceable right to payment and the type of product that is being sold to the customer, with products that are determined to have no alternative use being recognized over time. The following table summarizes revenues by the type of item sold:
|
| Three Months Ended June 30, |
|
| Six Months Ended June 30, |
| ||||||||||
Timing of Revenue Recognition |
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
Revenue on products with an alternative use |
|
| 88 | % |
|
| 88 | % |
|
| 88 | % |
|
| 88 | % |
Revenue on products with no alternative use |
|
| 12 |
|
|
| 12 |
|
|
| 12 |
|
|
| 12 |
|
Total |
|
| 100 | % |
|
| 100 | % |
|
| 100 | % |
|
| 100 | % |
Contract Balances
A receivable is recognized in the period in which an invoice is issued, which is generally when the product is delivered to the customer. Payment terms on invoiced amounts are typically 30 days from the invoice date. We do not have any contracts with significant financing components.
Receivables, which are included in accounts receivables within the Condensed Consolidated Balance Sheet, from contracts with customers were $375.8 million and $428.6 million as of June 30, 2020 and December 31, 2019, respectively.
Contract assets, which consist primarily of revenues recognized over time that have not yet been invoiced and estimates of the value of inventory that will be received in conjunction with product returns, are reported in prepaid expenses and other current assets within the Condensed Consolidated Balance Sheets. Contract liabilities, which consist primarily of accruals associated with amounts that will be paid to customers for volume rebates, cash discounts, sales returns and allowances, estimates of shipping and handling costs associated with performance obligations recorded over time, and bill and hold transactions are reported in other accrued liabilities within the Condensed Consolidated Balance Sheets. Significant changes in the contract assets and the contract liabilities balances during the period are as follows:
|
| Contract Assets |
|
| Contract Liabilities |
| ||
|
| (In millions) |
| |||||
Beginning Balance at January 1, 2020 |
| $ | 13.5 |
|
| $ | 10.5 |
|
Contract liability satisfied during the period |
|
| — |
|
|
| (6.5 | ) |
Contract liability incurred during the period |
|
| — |
|
|
| 6.0 |
|
Net change in contract assets and liabilities for products with no alternative use during the period |
|
| (2.0 | ) |
|
| (0.1 | ) |
Changes to reserves |
|
| (0.4 | ) |
|
| (2.0 | ) |
Ending Balance at June 30, 2020 |
| $ | 11.1 |
|
| $ | 7.9 |
|
The Company’s performance obligations are typically short-term in nature. As a result, the Company has elected the practical expedient that provides an exemption of the disclosure requirements regarding information about remaining performance obligations on contracts that have original expected durations of one year or less.
NOTE 11:13: PROVISION FOR CREDIT LOSSES
The Company adopted ASU 2016-13 as of January 1, 2020. Results for all reporting periods follow the guidance under ASC 326 “Financial Instruments – Credit Losses” with periods beginning after January 1, 2020 conforming to ASU 2016-13 while prior period amounts continue to be reported in accordance with previously applicable GAAP. Total adjustments as a result of adopting the new guidance were immaterial to the financial statements.
Provisions for allowances and claims on accounts receivables and contract assets are based upon historical rates, expected trends, and estimates of potential returns, allowances, customer discounts, and incentives. The Company considers all available information when assessing the adequacy of the provision for allowances, claims, and doubtful accounts.
The Company performs ongoing credit evaluations of customers and sets credit limits based upon review of the customers’ current credit information, payment history, and the current economic and industry environments. The Company’s credit loss reserve consists of two parts: a) a provision for estimated credit losses based on historical experience and b) a reserve for specific customer collection issues that the Company has identified. Estimation of credit losses requires adjusting historical loss experience for current economic conditions and judgments about the probable effects of economic conditions on certain customers. We have reviewed recent events and circumstances due to the COVID-19 pandemic in relation to our provision for credit losses and have not made any material adjustments as of June 30, 2020.
The following table provides a reconciliation of the provision for credit losses reported within the Consolidated Balance Sheets as of June 30, 2020:
| Changes in Provision for Expected Credit Losses |
| |
| (In millions) |
| |
Balance at January 1, 2020 | $ | 3.5 |
|
Current period provision |
| 0.2 |
|
Write-offs charged against allowance |
| (1.0 | ) |
Recoveries against allowance |
| 0.1 |
|
Effect of foreign exchange rates |
| (0.1 | ) |
Balance at June 30, 2020 | $ | 2.7 |
|
NOTE 14: INCOME TAXES
For the three months ended SeptemberJune 30, 2017,2020, the Company recorded an income tax benefit of $0.7$4.5 million compared to income tax expense of $1.6$5.5 million in the prior year. The $0.7$4.5 million tax benefit and the $5.5 million tax expense for the three months ended SeptemberJune 30, 2017 primarily represents the reversal of previous uncertain tax provisions due to the lapse of the statute of limitations2020, and taxes at federal and local statutory rates where the Company operates, but generally excludes any tax benefit for losses in jurisdictions with historical losses.
For the nine months ended September 30, 2017, the Company recorded income tax expense of $5.3 million compared to $14.0 million in the prior year. The $5.3 million tax expense for the nine months ended September 30, 20172019, respectively, primarily represents taxes at federal and local statutory rates where the Company operates, but generally excludes any tax benefit for losses in jurisdictions with historical losses. For the six months ended June 30, 2020, the Company recorded an income tax benefit of $1.6 million compared to income tax expense of $18.5 million in the prior year. The $1.6 million tax benefit for the six months ended June 30, 2020 primarily represents taxes at federal and local statutory rates where the Company operates, but generally excludes any tax benefit for losses. in jurisdictions with historical losses. The lower effective tax rate in the first six months of 2020 is primarily a result of a mix in earnings by jurisdiction during the period compared to projected pre-tax income for the full year.
In accordance with ASC 740, “Income“Income Taxes,,” the Company calculates its quarterly tax provision based on an estimated effective tax rate for the year, applies it to the results of each interim period and then adjusts that amount by certain discrete items. Due to volatility in macro-economic conditions associated with the COVID-19 pandemic, we may experience fluctuations in our forecasted earnings before income taxes as a result of events which cannot be predicted. As such, the Company's effective tax rate could be subject to unusual volatility as forecasted earnings before income taxes change.
On March 27, 2020, President Trump signed into law the CARES Act, which, along with earlier issued IRS guidance, provides for deferral of certain taxes. The Company currently plans to defer the timing of estimated federal tax payments and payroll taxes as permitted by the CARES Act. Additionally, the Company intends to take advantage of accelerated Alternative Minimum Tax refunds as provided for in the CARES Act.
As required by ASC 740, the Company assesses the realizability of its deferred tax assets. The Company records a valuation allowance when, based upon the evaluation of all available evidence, it is more-likely-than-not that all or a portion of the deferred tax assets will not be realized. In making this determination, we analyze, among other things, our recent history of earnings, the nature and timing of reversing book-tax temporary differences, tax planning strategies, and future income. The Company maintains a valuation allowance on certain foreign and U.S. federal and state deferred tax assets until such time as in management’s judgment, considering all available positive and negative evidence, the Company determines that these deferred tax assets are more likely than not realizable. The valuation allowance is reviewed quarterly and will be maintained until sufficient positive evidence exists to support the reversal of some or all of the valuation allowance. The valuation allowance was $19.5 million and $20.0$13.7 million at SeptemberJune 30, 20172020 and December 31, 2016, respectively.2019.
The U.S. Tax Cuts and Jobs Act (the “Act”) subjects a U.S. shareholder to tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. After considering the two options, the Company has elected to provide for the tax expense related to GILTI in the year the tax will occur. For the three-month and six-month periods ended June 30, 2020, we have included tax expense of $0.3 million and $1.5 million, respectively, related to GILTI as part of our tax provision. For the three-month and six-month periods ended June 30, 2019, we have included a $0.3 million tax benefit and a $2.8 million income tax expense, respectively, related to GILTI as part of our tax provision.
The Company accounts for uncertain income tax positions in accordance with ASC 740. We anticipate that certain statutes of limitation will close within the next twelve months resulting in the reduction of the reserve for uncertain tax benefits related to various intercompany transactions. In the second quarter of 2020 we released $1.9 million of reserves bringing the unrecognized tax benefits balance from $4.4 million at December 31, 2019 to $2.5 million at June 30, 2020. We do not believe future release amounts will be material.
NOTE 12:15: EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share attributable to Ryerson Holding’s common stock is determined based on earnings (loss) for the period divided by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share attributable to Ryerson Holding’s common stock considers the effect of potential common shares, unless inclusion of the potential common shares would have an antidilutive effect. Stock-based awards with a grant price greater than the average market price of our common stock are excluded from the calculation of diluted earnings per share because the impact would have been antidilutive. The weighted average number of shares excluded as they would have had an antidilutive effect were 145,83385,807 and 96,808263,688 for the three and nine-monthsix-month periods ended SeptemberJune 30, 2017,2020, respectively.
The following table sets forth the calculation of basic and diluted earnings (loss) per share:
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
|
| Three Months Ended June 30, |
|
| Six Months Ended June 30, |
| ||||||||||||||||||||
Basic and diluted earnings per share |
|
| 2017 |
|
|
| 2016 |
|
|
| 2017 |
|
|
| 2016 |
| ||||||||||||||||
Basic and diluted earnings (loss) per share |
|
| 2020 |
|
|
| 2019 |
|
|
| 2020 |
|
|
| 2019 |
| ||||||||||||||||
|
| (In millions, except share and per share data) |
|
| (In millions, except share and per share data) |
| ||||||||||||||||||||||||||
Numerator: |
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Ryerson Holding Corporation |
| $ | 1.7 |
|
| $ | 8.2 |
|
| $ | 17.1 |
|
| $ | 27.3 |
| ||||||||||||||||
Net income (loss) attributable to Ryerson Holding Corporation |
| $ | (25.6 | ) |
| $ | 16.4 |
|
| $ | (9.2 | ) |
| $ | 45.9 |
| ||||||||||||||||
Denominator: |
|
|
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|
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|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
| 37,190,927 |
|
|
| 35,804,069 |
|
|
| 37,165,552 |
|
|
| 33,343,503 |
|
|
| 38,079,905 |
|
|
| 37,769,001 |
|
|
| 37,931,833 |
|
|
| 37,610,108 |
|
Dilutive effect of stock-based awards |
|
| 103,781 |
|
|
| 161,615 |
|
|
| 125,041 |
|
|
| 92,009 |
|
|
| — |
|
|
| 149,338 |
|
|
| — |
|
|
| 270,176 |
|
Weighted average shares outstanding adjusted for dilutive securities |
|
| 37,294,708 |
|
|
| 35,965,684 |
|
|
| 37,290,593 |
|
|
| 33,435,512 |
|
|
| 38,079,905 |
|
|
| 37,918,339 |
|
|
| 37,931,833 |
|
|
| 37,880,284 |
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
Earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Basic and diluted |
| $ | 0.05 |
|
| $ | 0.23 |
|
| $ | 0.46 |
|
| $ | 0.82 |
| ||||||||||||||||
Earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Basic |
| $ | (0.67 | ) |
| $ | 0.43 |
|
| $ | (0.24 | ) |
| $ | 1.22 |
| ||||||||||||||||
Diluted |
| $ | (0.67 | ) |
| $ | 0.43 |
|
| $ | (0.24 | ) |
| $ | 1.21 |
|
NOTE 16: SUBSEQUENT EVENTS
On July 22, 2020, Ryerson and its wholly-owned subsidiary, JT Ryerson, issued $500 million in aggregate principal amount of its 8.50% Senior Secured Notes due 2028 (the “2028 Notes”). JT Ryerson’s obligations under the 2028 Notes are guaranteed by the Company as well as certain subsidiaries of the Company. The 2028 Notes and the related guarantees are secured by a first-priority security interest in substantially all of JT Ryerson’s and each guarantor’s present and future assets located in the United States (other than receivables, inventory, money, deposit accounts and related general intangibles, certain other assets, and proceeds thereof), subject to certain exceptions and customary permitted liens. The 2028 Notes and the related guarantees are also secured on a second-priority basis by a lien on the assets that secure JT Ryerson’s and the Company’s obligations under the Ryerson Credit Facility.
The net proceeds from the issuance of the 2028 Notes, along with available cash, was used to (i) redeem in full the $530.3 million balance of the 2022 Notes, plus accrued and unpaid interest thereon up to, but not including, the repayment date, and (ii) pay related fees, expenses, and premiums. See Note 7: Long-Term Debt for further discussion of the 2022 Notes.
The Company will complete the accounting for this transaction during the third quarter of 2020. Due to the limited amount of time between the closure of the 2028 Notes offering and the date of this filing, the accounting for the transaction is not complete and the impacts of the transaction are not yet known.
This Quarterly Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminology such as “objectives,” “goals,” “preliminary,” “range,” “believes,” “expects,” “may,” “estimates,” “will,” “should,” “plans”“plans,” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those anticipated or implied in the forward-looking statements as a result of various factors. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth under “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 20162019 filed on March 13, 20174, 2020 and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Industry and Operating Trends” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events.
The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and related Notes thereto in Item 1, “Financial Statements” in this Quarterly Report on Form 10-Q and our Consolidated Financial Statements and related Notes thereto for the year ended December 31, 20162019 in our Annual Report on Form 10-Kfiled on March 13, 2017.4, 2020.
Industry and Operating Trends
We are a leading metals service center that distributeswith over 175 years of experience providing value-added processing and provides value-added processingdistribution of industrial metals with operations in the United States, Canada, Mexico, and China. We purchase large quantities of metal products from primary producers and sell these materials in smaller quantities to a wide variety of metals-consuming industries. MoreWe carry a full line of nearly 75,000 products in stainless steel, aluminum, carbon steel, and alloy steels and a limited line of nickel and red metals in various shapes and forms. In addition to our metals products, we offer numerous value-added processing and fabrication services, and more than 75% of the metals products soldwe sell are processed by us by burning, sawing, slitting, blanking, cutting to length or other techniques. meet customer requirements. See Note 12: Revenue Recognition in Part I, Item I - Notes to the Consolidated Financial Statements.
Similar to other metals service centers, we maintain substantial inventories of metals to accommodate the short lead times and just-in-time delivery requirements of our customers. Accordingly, we purchase metals in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon customer forecasts, historic buying practices, supply agreements with customers, mill lead times, and market conditions. Our commitments to purchase metals are generally at prevailing market prices in effect at the time we place our orders. At the request of our customers, we have entered into swaps in order to mitigate our customers’ risk of volatility in the price of metals and we have entered into metals hedges to mitigate our own risk of volatility in the price of metals. We have no long-term, fixed-price metals purchase contracts. When metals prices decline, customer demands for lower prices and our competitors’ responses to those demands could result in lower sale prices and, consequently, lower gross profits and earnings as we usesell existing metals inventory. WhenConversely, when metals prices increase, competitive conditions will influence how much of the price increase we may pass on to our customers.
The metals service center industry is cyclical and volatile in terms of both pricing and demand, and pricing, as such, industrial metals prices are volatile and remaintherefore difficult to predict. In the third quarterfirst half of 2017, we continue2020, Ryerson experienced both weaker pricing and demand compared to see improvedthe six-month period ended June 30, 2019, with shipments 17.2% lower and average selling prices 11.6% lower, affected by economic impacts of the novel coronavirus (“COVID-19”) in North America and China and end-market weakness in the U.S. prior to the start of the pandemic. Changes in average selling prices are primarily driven by commodity metals prices, which typically impact Ryerson’s selling prices over the subsequent three to six-month period.
Recently, indicators in the key steel industry end markets have reported weakness as demand when viewed againstconditions have been impacted by temporary customer closures in-line with stay-at-home orders and virus driven demand shocks as a result of the year ago period. COVID-19 pandemic. This is evidenced by the Institute for Supply Management’s Purchasing Managers’ Index (“PMI”), which reported softness in March, April, and May with readings below 50%, indicating contraction in factory activity. However, PMI reported sharp recovery in June, with a strong reading of 52.6%, indicating general economic expansion.
According to the Metal Service Center Institute, U.S.North American service center volumes per day have increaseddeclined by more than three percent compared to26% in the second quarter of 2017. In2020 compared to the first quarter of 2020. On a North American basis, Ryerson performed better than the industry with volumes declining by 21% over the same period. Demand softness was experienced across all of Ryerson’s end markets in the first six months of 2020, most significantly in construction, oil and gas, commercial ground transportation, and consumer durable sectors on a year-over-year basis. When customer demand falls, our operations typically generate countercyclical cash flow as our working capital needs decrease.
Recent Developments
On July 22, 2020, Ryerson and its wholly-owned subsidiary, JT Ryerson, issued $500 million in aggregate principal amount of its 8.50% Senior Secured Notes due 2028 (the “2028 Notes”). JT Ryerson’s obligations under the 2028 Notes are guaranteed by the Company as well as certain subsidiaries of the Company. The 2028 Notes and the related guarantees are secured by a first-priority security interest in substantially all of JT Ryerson’s and each guarantor’s present and future assets located in the United States (other than receivables, inventory, money, deposit accounts and related general intangibles, certain other assets, and proceeds thereof), subject to certain exceptions and customary permitted liens. The 2028 Notes and the related guarantees are also secured on a second-priority basis by a lien on the assets that secure JT Ryerson’s and the Company’s obligations under the $1.0 billion revolving credit facility (the “Ryerson Credit Facility”).
The net proceeds from the issuance of the 2028 Notes, along with available cash, was used to (i) redeem in full the $530.3 million balance of JT Ryerson’s 11.00% Senior Secured Notes due 2022 (the “2022 Notes”), plus accrued and unpaid interest thereon up to, but not including, the repayment date, and (ii) pay related fees, expenses, and premiums.
The Company will complete the accounting for this transaction during the third quarter of 2017, we experienced quarterly year-over-year growth2020. Due to the limited amount of time between the closure of the 2028 Notes offering and the date of this filing, the accounting for the transaction is not complete and the impacts of the transaction are not yet known.
The Company anticipates approximately $16 million of annual interest savings as a result of this transaction.
COVID-19
The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in shipment volumesMarch 2020 and has negatively affected the U.S. and global economies, disrupted global supply chains, resulted in significant travel and transport restrictions, mandated closures and stay-at-home orders, and created significant disruption of the financial markets.
In response to nearlythe COVID-19 pandemic, Ryerson has implemented several policies and procedures to protect the health and welfare of our employees first and foremost while operating as an essential business, and maintaining our liquidity.
We have communicated and enforced social distancing practices by implementing work from home arrangements, alternating employee shifts, eliminating congregation, and suspending non-essential travel. We have also mobilized a task force and engaged our communications team to establish open lines of communications for our employees to ensure that all members of the Ryerson team are informed and supported throughout the pandemic.
The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by the U.S. government and state and local government officials to prevent disease spread, all of which are uncertain and cannot be predicted. Certain of our end markets, most notablyfacilities have experienced temporary work disruptions as a result of COVID-19, but we have generally continued to operate during stay-at-home mandates due to Ryerson being deemed an essential business by state and local government authorities. However, facility closures, work slowdowns, or temporary stoppages could occur, and we are seeing negative impacts on demand from closures among our customers. Throughout the first and second quarters of 2020, a number of Ryerson’s customers either temporarily closed operations or reduced activity in commercial ground transportation, oil & gas,response to the COVID-19 pandemic and construction equipment sectors. However,government-mandated stay-at-home orders or decreasing demand for their products. Ryerson’s second quarter demand has been negatively impacted by the pandemic and we saw quarterly year-over-year shipment declines in consumer durables.
Overall, a weaker U.S. dollar and improved global pricing conditions narrowed spreads between foreign and domestic steel pricing inexpect the third quarter to be impacted given continued economic pressure, although the ultimate impact of 2017. CommodityCOVID-19 remains uncertain. Further, we anticipate that the weakened economic environment and the recent announcements of increased mill capacity coming back online will negatively impact metals pricing, which may result in gross margin contraction.
As the COVID-19 pandemic’s effects on the manufacturing economy continue to develop, Ryerson is carefully monitoring the current and potential future impacts to its supply chain. In response to decreased demand upon the spread of the virus in North America, several mills announced temporary closures and/or idled facilities, effectively reducing overall capacity. In late June, with the reopening of several original equipment manufacturers and automotive manufacturers, a number of mills restarted production, an early sign of demand improvement. During the pandemic, Ryerson has not experienced a disruption to its supply chain and has been able to meet customer demand as there exists an abundance of material available with short lead times. With Ryerson’s national scale and interconnected network, including 94 facilities in North America, we are able to move inventory intelligently throughout the network to meet customer’s needs. We remain diligently responsive to the depressed demand environment, limiting our material purchases, and effectively managing inventory levels while continuing to monitor market prices on balance trended higher sequentially from the second quarterand lead times through the third quarterpervasive market uncertainty.
Furthermore, although Ryerson is always mindful of 2017 despite continuing volatilityour liquidity position, in industrial base metal markets. However, elevated import levelsresponse to the COVID-19 pandemic, we deployed a dedicated team to closely monitor all critical areas daily including cash positioning and well supplied metals markets muted service center pricing power,credit line availability and projections, while being ever mindful of our covenant requirements and working capital needs. We are actively managing relationships with our average selling prices down one percent in the third quartercustomers and vendors to ensure that we balance our receivables and payables cycles. Examples of 2017 compared to the prior quarter. The muted pricing together with higher procured metal costs resulted in margin compression through the third quarter of 2017.
On January 9, 2017, we acquired The Laserflex Corporation (“Laserflex”), a privately-owned metal fabricator with locations in Columbus, Ohio and Wellford, South Carolina. Laserflex specializes in laser fabrication metal processing and welding and further enhances our existing fabrication and metals processing capabilities.
On February 15, 2017, we acquired Guy Metals, Inc. (“Guy Metals”), a privately-owned metal service center company located in Hammond, Wisconsin. Guy Metals processes stainless and nickel alloy products including its trademarked “Pit Free Dairy” and “Super4” finishes used in food, dairy, pharmaceutical, and beverage applications. Consistent with the Laserflex acquisition, Guy Metals bolsters our value-added processing capabilities to provide additional services to our customers.specific
actions taken in response to COVID-19 include increased focus on working capital management with targeted inventory reductions, receivables risk assessment, limiting discretionary spending, temporarily furloughing employees or reducing work hours, reducing executive and salaried employee pay, delaying salary increases, eliminating non-essential travel, delaying or reducing hiring activities, deferring certain discretionary capital expenditures, payroll tax and pension contribution deferrals, and accelerating Alternative Minimum Tax credit refunds as provided for under the Coronavirus Aid, Relief, and Economic Security Act (“The CARES Act”). The CARES Act, among other newly issued legislation, contains numerous other provisions which may benefit the Company. The Company intends to continue to assess the effect of the CARES Act and ongoing government guidance related to COVID-19 that may be issued and intends to take advantage of all opportunities to further support our balance sheet. With respect to liquidity, we took the actions listed above to bolster our financial condition and have contingency plans in place to reduce costs while supporting business operations. As of June 30, 2020, Ryerson had liquidity of $350 million, composed of $239 million of availability under the Ryerson Credit Facility and foreign debt facilities, $100 million of cash and cash equivalents, and $11 million of restricted cash from sales of property, plant, and equipment. As of June 30, 2020, we had excess borrowings of $80 million under the Ryerson Credit Facility to ensure access to cash during the COVID-19 pandemic.
Trade Matters
On March 1, 2018, the White House announced a 25% tariff on all imported steel products and 10% tariff on all imported aluminum products for an indefinite amount of time under Section 232 of the Trade Expansion Act. Subsequently, the White House announced steel quotas, in lieu of tariffs, with South Korea. On May 1, 2018, the White House further announced agreements-in-principle with Argentina, Australia, and Brazil for permanent exemptions from the tariffs in exchange for export quotas or voluntary export restraints, with the exception of Australia which has not agreed to quotas at the time of this report. In May 2019, steel tariffs put in place on Turkey in August of 2018 with the intention of offsetting the weakening Turkish Lira were revised down to 25% from 50%.
Further trade actions announced by the U.S. under Section 301 of the Trade Act of 1974 imposed various levels of tariffs and duties on imported Chinese goods with China reciprocating in kind on American goods. If these or other tariffs or duties expire or if others are relaxed or repealed, or if relatively higher U.S. metal prices make it attractive for foreign metal producers to export their products to the U.S., despite the presence of duties or tariffs, the resurgence of substantial imports of foreign steel could create downward pressure on U.S. metal prices which could have a material adverse effect on our potential earnings and future results of operations.
On January 15, 2020, the United States and China signed a phase one trade agreement in which the U.S. agreed not to proceed with tariffs that had been scheduled to take effect December 15, 2019 and cut Section 301 duties related to the September 1, 2019 tariffs on $120 billion in Chinese goods in half, from 15% to 7.5%, effective February 14, 2020. In return, China agreed to increase its purchases of U.S. manufactured goods, agricultural products, energy, and services by a total of $200 billion over 2017 levels in the two years through December 2021. However, negotiations with China are ongoing and as of the agreement the U.S. will maintain 25% tariffs on another $250 billion of Chinese products while China maintains retaliatory tariffs on some U.S. goods. Since the agreement, China has unveiled new tariff exemptions and the countries reaffirmed their phase one trade deal in early May.
The U.S.-Mexico-Canada-Agreement (“USMCA”), which is designed to replace the North American Free Trade Agreement (“NAFTA”), was ratified by all three countries as of March 13, 2020, and became effective on July 1, 2020. Ryerson expects that implementation of the USMCA will support demand for North American steel through strengthening of rules of origin for steel-intensive goods and will continue to provide tariff-free trade access in North American markets.
Components of Results of Operations
We generate substantially all of our revenue from sales of our metals products. RevenueThe majority of revenue is recognized upon delivery of product to customers. The timing of shipment is substantially the same as the timing of delivery to customers given the proximity of our distribution sites to our customers. Revenues associated with products which we believe have no alternative use, and where the Company has an enforceable right to payment, are recognized on an over-time basis. Over-time revenues are recorded in proportion with the progress made toward completing the performance obligation.
Sales, cost of materials sold, gross profit, and operating expense control are the principal factors that impact our profitability.
Net sales. Our sales volume and pricing isare driven by market demand, which is largely determined by overall industrial production and conditions in the specific industries in which our customers operate. Sales prices are also primarily driven by market factors such as overall demand and availability of product. Our net sales include revenue from product sales, net of returns, allowances, customer discounts, and incentives.
Cost of materials sold. Cost of materials sold includes metal purchase and in-bound freight costs, third-party processing costs, and direct and indirect internal processing costs. The cost of materials sold fluctuates with our sales volume and our ability to purchase metals at competitive prices. Increases in sales volume generally enable us both to improve purchasing leverage with suppliers, as we buy larger quantities of metals inventories, and to reduce operating expenses per ton sold.inventories.
Gross profit. Gross profit is the difference between net sales and the cost of materials sold. Our sales prices to our customers are subject to market competition. Achieving acceptable levels of gross profit is dependent on our acquiring metals at competitive prices, our ability to manage the impact of changing prices, and efficiently managing our internal and external processing costs.
Operating expenses. Optimizing business processes and asset utilization to lower fixed expenses such as employee, facility, and truck fleet costs, which cannot be rapidly reduced in times of declining volume, and maintaining a low fixed cost structure in times of increasing sales volume, have a significant impact on our profitability. Operating expenses include costs related to warehousing and distributing our products as well as selling, general, and administrative expenses.
Results of Operations—Operations — Comparison of Three and NineSix Months Ended SeptemberJune 30, 20172020 to Three and NineSix Months Ended SeptemberJune 30, 20162019
The following table sets forth our condensed consolidated statements of income data for the three-month and nine-monthsix-month periods ended SeptemberJune 30, 20172020 and 2016:2019:
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| ||||||||||||||||||||
|
| $ |
|
| % of Net Sales |
|
| $ |
|
| % of Net Sales |
|
| $ |
|
| % of Net Sales |
|
| $ |
|
| % of Net Sales |
| ||||||||
|
| ($ in millions) |
|
| ($ in millions) |
| ||||||||||||||||||||||||||
Net sales |
| $ | 864.2 |
|
|
| 100.0 | % |
| $ | 735.1 |
|
|
| 100.0 | % |
| $ | 2,554.1 |
|
|
| 100.0 | % |
| $ | 2,177.5 |
|
|
| 100.0 | % |
Cost of materials sold |
|
| 719.2 |
|
|
| 83.2 |
|
|
| 589.7 |
|
|
| 80.2 |
|
|
| 2,108.1 |
|
|
| 82.5 |
|
|
| 1,721.5 |
|
|
| 79.1 |
|
Gross profit |
|
| 145.0 |
|
|
| 16.8 |
|
|
| 145.4 |
|
|
| 19.8 |
|
|
| 446.0 |
|
|
| 17.5 |
|
|
| 456.0 |
|
|
| 20.9 |
|
Warehousing, delivery, selling, general and administrative expenses |
|
| 119.2 |
|
|
| 13.8 |
|
|
| 109.1 |
|
|
| 14.8 |
|
|
| 353.2 |
|
|
| 13.9 |
|
|
| 331.5 |
|
|
| 15.2 |
|
Restructuring and other charges |
|
| — |
|
|
| — |
|
|
| 2.5 |
|
|
| 0.4 |
|
|
| — |
|
|
| — |
|
|
| 2.5 |
|
|
| 0.1 |
|
Operating profit |
|
| 25.8 |
|
|
| 3.0 |
|
|
| 33.8 |
|
|
| 4.6 |
|
|
| 92.8 |
|
|
| 3.6 |
|
|
| 122.0 |
|
|
| 5.6 |
|
Other expenses |
|
| (24.6 | ) |
|
| (2.9 | ) |
|
| (23.8 | ) |
|
| (3.2 | ) |
|
| (69.8 | ) |
|
| (2.7 | ) |
|
| (80.7 | ) |
|
| (3.7 | ) |
Income before income taxes |
|
| 1.2 |
|
|
| 0.1 |
|
|
| 10.0 |
|
|
| 1.4 |
|
|
| 23.0 |
|
|
| 0.9 |
|
|
| 41.3 |
|
|
| 1.9 |
|
Provision (benefit) for income taxes |
|
| (0.7 | ) |
|
| (0.1 | ) |
|
| 1.6 |
|
|
| 0.3 |
|
|
| 5.3 |
|
|
| 0.2 |
|
|
| 14.0 |
|
|
| 0.6 |
|
Net income |
|
| 1.9 |
|
|
| 0.2 |
|
|
| 8.4 |
|
|
| 1.1 |
|
|
| 17.7 |
|
|
| 0.7 |
|
|
| 27.3 |
|
|
| 1.3 |
|
Less: Net income attributable to noncontrolling interest |
|
| 0.2 |
|
|
| — |
|
|
| 0.2 |
|
|
| — |
|
|
| 0.6 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Net income attributable to Ryerson Holding Corporation |
| $ | 1.7 |
|
|
| 0.2 | % |
| $ | 8.2 |
|
|
| 1.1 | % |
| $ | 17.1 |
|
|
| 0.7 | % |
| $ | 27.3 |
|
|
| 1.3 | % |
Basic and diluted earnings per share |
| $ | 0.05 |
|
|
|
|
|
| $ | 0.23 |
|
|
|
|
|
| $ | 0.46 |
|
|
|
|
|
| $ | 0.82 |
|
|
|
|
|
|
| Three Months Ended June 30, |
|
| Six Months Ended June 30, |
| ||||||||||||||||||||||||||
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||||||||||||||||||
|
| $ |
|
| % of Net Sales |
|
| $ |
|
| % of Net Sales |
|
| $ |
|
| % of Net Sales |
|
| $ |
|
| % of Net Sales |
| ||||||||
|
| ($ in millions) |
|
| ($ in millions) |
| ||||||||||||||||||||||||||
Net sales |
| $ | 771.8 |
|
|
| 100.0 | % |
| $ | 1,204.9 |
|
|
| 100.0 | % |
| $ | 1,782.1 |
|
|
| 100.0 | % |
| $ | 2,435.7 |
|
|
| 100.0 | % |
Cost of materials sold |
|
| 656.3 |
|
|
| 85.0 |
|
|
| 993.1 |
|
|
| 82.4 |
|
|
| 1,470.8 |
|
|
| 82.5 |
|
| $ | 1,992.6 |
|
|
| 81.8 |
|
Gross profit |
|
| 115.5 |
|
|
| 15.0 |
|
|
| 211.8 |
|
|
| 17.6 |
|
|
| 311.3 |
|
|
| 17.5 |
|
|
| 443.1 |
|
|
| 18.2 |
|
Warehousing, delivery, selling, general, and administrative expenses |
|
| 124.1 |
|
|
| 16.1 |
|
|
| 164.6 |
|
|
| 13.7 |
|
|
| 279.8 |
|
|
| 15.7 |
|
|
| 328.3 |
|
|
| 13.5 |
|
Restructuring and other charges |
|
| 2.0 |
|
|
| 0.3 |
|
|
| 1.1 |
|
|
| 0.1 |
|
|
| 2.0 |
|
|
| 0.1 |
|
|
| 1.4 |
|
|
| — |
|
Operating profit (loss) |
|
| (10.6 | ) |
|
| (1.4 | ) |
|
| 46.1 |
|
|
| 3.8 |
|
|
| 29.5 |
|
|
| 1.7 |
|
|
| 113.4 |
|
|
| 4.7 |
|
Other (expenses) and income |
|
| (19.4 | ) |
|
| (2.5 | ) |
|
| (24.1 | ) |
|
| (2.0 | ) |
|
| (40.2 | ) |
|
| (2.3 | ) |
|
| (48.8 | ) |
|
| (2.0 | ) |
Income (loss) before income taxes |
|
| (30.0 | ) |
|
| (3.9 | ) |
|
| 22.0 |
|
|
| 1.8 |
|
|
| (10.7 | ) |
|
| (0.6 | ) |
|
| 64.6 |
|
|
| 2.7 |
|
Provision (benefit) for income taxes |
|
| (4.5 | ) |
|
| (0.6 | ) |
|
| 5.5 |
|
|
| 0.4 |
|
|
| (1.6 | ) |
|
| (0.1 | ) |
|
| 18.5 |
|
|
| 0.8 |
|
Net income (loss) |
|
| (25.5 | ) |
|
| (3.3 | ) |
|
| 16.5 |
|
|
| 1.4 |
|
|
| (9.1 | ) |
|
| (0.5 | ) |
|
| 46.1 |
|
|
| 1.9 |
|
Less: Net income attributable to noncontrolling interest |
|
| 0.1 |
|
|
| — |
|
|
| 0.1 |
|
|
| — |
|
|
| 0.1 |
|
|
| — |
|
|
| 0.2 |
|
|
| — |
|
Net income (loss) attributable to Ryerson Holding Corporation |
| $ | (25.6 | ) |
|
| (3.3 | )% |
| $ | 16.4 |
|
|
| 1.4 | % |
| $ | (9.2 | ) |
|
| (0.5 | )% |
| $ | 45.9 |
|
|
| 1.9 | % |
Basic earnings (loss) per share |
| $ | (0.67 | ) |
|
|
|
|
| $ | 0.43 |
|
|
|
|
|
| $ | (0.24 | ) |
|
|
|
|
| $ | 1.22 |
|
|
|
|
|
Diluted earnings (loss) per share |
| $ | (0.67 | ) |
|
|
|
|
| $ | 0.43 |
|
|
|
|
|
| $ | (0.24 | ) |
|
|
|
|
| $ | 1.21 |
|
|
|
|
|
The following table shows our percentage of sales revenue by major product lines for the three and ninesix month periods ended SeptemberJune 30, 20172020 and 2016:2019:
|
| Three Months Ended June 30, |
|
| Six Months Ended June 30, |
| ||||||||||
Product Line |
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
Carbon Steel Flat |
|
| 28 | % |
|
| 25 | % |
|
| 26 | % |
|
| 25 | % |
Carbon Steel Plate |
|
| 9 |
|
|
| 11 |
|
|
| 10 |
|
|
| 12 |
|
Carbon Steel Long |
|
| 15 |
|
|
| 16 |
|
|
| 15 |
|
|
| 16 |
|
Stainless Steel Flat |
|
| 15 |
|
|
| 15 |
|
|
| 16 |
|
|
| 15 |
|
Stainless Steel Plate |
|
| 5 |
|
|
| 4 |
|
|
| 5 |
|
|
| 4 |
|
Stainless Steel Long |
|
| 5 |
|
|
| 4 |
|
|
| 5 |
|
|
| 4 |
|
Aluminum Flat |
|
| 13 |
|
|
| 16 |
|
|
| 13 |
|
|
| 15 |
|
Aluminum Plate |
|
| 3 |
|
|
| 2 |
|
|
| 3 |
|
|
| 2 |
|
Aluminum Long |
|
| 5 |
|
|
| 5 |
|
|
| 5 |
|
|
| 5 |
|
Other |
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
Total |
|
| 100 | % |
|
| 100 | % |
|
| 100 | % |
|
| 100 | % |
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
Product Line |
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| ||||
Carbon Steel Flat |
|
| 29 | % |
|
| 29 | % |
|
| 28 | % |
|
| 27 | % |
Carbon Steel Plate |
|
| 10 |
|
|
| 9 |
|
|
| 10 |
|
|
| 9 |
|
Carbon Steel Long |
|
| 12 |
|
|
| 13 |
|
|
| 12 |
|
|
| 14 |
|
Stainless Steel Flat |
|
| 17 |
|
|
| 17 |
|
|
| 18 |
|
|
| 16 |
|
Stainless Steel Plate |
|
| 4 |
|
|
| 4 |
|
|
| 4 |
|
|
| 4 |
|
Stainless Steel Long |
|
| 4 |
|
|
| 3 |
|
|
| 4 |
|
|
| 4 |
|
Aluminum Flat |
|
| 16 |
|
|
| 16 |
|
|
| 15 |
|
|
| 16 |
|
Aluminum Plate |
|
| 3 |
|
|
| 3 |
|
|
| 3 |
|
|
| 3 |
|
Aluminum Long |
|
| 4 |
|
|
| 4 |
|
|
| 4 |
|
|
| 5 |
|
Other |
|
| 1 |
|
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
Total |
|
| 100 | % |
|
| 100 | % |
|
| 100 | % |
|
| 100 | % |
|
| June 30, |
|
| Dollar |
|
| Percentage |
| |||||||
|
| 2020 |
|
| 2019 |
|
| change |
|
| change |
| ||||
|
| ($ in millions) |
|
|
|
|
|
|
|
|
| |||||
Net sales (three-months ended) |
| $ | 771.8 |
|
| $ | 1,204.9 |
|
| $ | (433.1 | ) |
|
| (35.9 | )% |
Net sales (six-months ended) |
| $ | 1,782.1 |
|
| $ | 2,435.7 |
|
| $ | (653.6 | ) |
|
| (26.8 | )% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| June 30, |
|
| Tons |
|
| Percentage |
| |||||||
|
| 2020 |
|
| 2019 |
|
| change |
|
| change |
| ||||
|
| (in thousands) |
|
|
|
|
|
|
|
|
| |||||
Tons sold (three-months ended) |
|
| 462 |
|
|
| 623 |
|
|
| (161 | ) |
|
| (25.8 | )% |
Tons sold (six-months ended) |
|
| 1,028 |
|
|
| 1,242 |
|
|
| (214 | ) |
|
| (17.2 | )% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| June 30, |
|
| Price |
|
| Percentage |
| |||||||
|
| 2020 |
|
| 2019 |
|
| change |
|
| change |
| ||||
Average selling price per ton sold (three-months ended) |
| $ | 1,671 |
|
| $ | 1,934 |
|
| $ | (263 | ) |
|
| (13.6 | )% |
Average selling price per ton sold (six-months ended) |
| $ | 1,734 |
|
| $ | 1,961 |
|
| $ | (227 | ) |
|
| (11.6 | )% |
|
| September 30, |
|
| Dollar |
|
| Percentage |
| |||||||
|
| 2017 |
|
| 2016 |
|
| change |
|
| change |
| ||||
|
| ($ in millions) |
|
|
|
|
|
|
|
|
| |||||
Net sales (three-months ended) |
| $ | 864.2 |
|
| $ | 735.1 |
|
| $ | 129.1 |
|
|
| 17.6 | % |
Net sales (nine-months ended) |
| $ | 2,554.1 |
|
| $ | 2,177.5 |
|
| $ | 376.6 |
|
|
| 17.3 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, |
|
| Tons |
|
| Percentage |
| |||||||
|
| 2017 |
|
| 2016 |
|
| change |
|
| change |
| ||||
|
| (in thousands) |
|
|
|
|
|
|
|
|
| |||||
Tons sold (three-months ended) |
|
| 515 |
|
|
| 480 |
|
|
| 35 |
|
|
| 7.3 | % |
Tons sold (nine-months ended) |
|
| 1,530 |
|
|
| 1,463 |
|
|
| 67 |
|
|
| 4.6 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, |
|
| Price |
|
| Percentage |
| |||||||
|
| 2017 |
|
| 2016 |
|
| change |
|
| change |
| ||||
Average selling price per ton sold (three-months ended) |
| $ | 1,678 |
|
| $ | 1,531 |
|
| $ | 147 |
|
|
| 9.6 | % |
Average selling price per ton sold (nine-months ended) |
| $ | 1,669 |
|
| $ | 1,488 |
|
| $ | 181 |
|
|
| 12.2 | % |
Revenue for thethree-month and nine-monthsix-month periods ended SeptemberJune 30, 2017 increased2020 decreased from the same periods a year ago due to higher average selling pricesreflecting the impact of the global outbreak of COVID-19 and higher tons sold. Average selling price increased in the three-month and nine-month periods ended September 30, 2017 from the price levels in the same periods of 2016 reflecting improved economic conditions a slowdown in the metals market. Averagemarket that was a continuation from the decline in the industry in 2019. Compared to the year ago period, average selling price increaseddecreased for all of our product lines in the three-month and nine-monthsix-month periods ended SeptemberJune 30, 20172020 with the largest increasesdecreases in our carbon flat, stainlessplate, aluminum plate, carbon flat, and stainless platealuminum flat products. Tons sold increaseddecreased in the three-month and nine-monthsix-month periods ended September 30, 2017. TheMarch 31, 2020 for all of our product lines with the largest increases in shipments weredecreases in our stainlessaluminum flat, carbon long, stainless plate and carbon plate product lines and our stainless long, stainless flat and aluminum flat product lines for the three and nine month periods ending September 30, 2017, respectively.
lines.
|
| June 30, |
|
|
|
|
|
|
|
|
| |||||||||||||
|
| 2020 |
|
| 2019 |
|
|
|
|
|
|
|
|
| ||||||||||
|
| $ |
|
| % of Net Sales |
|
| $ |
|
| % of Net Sales |
|
| Dollar change |
|
| Percentage change |
| ||||||
|
| ($ in millions) |
|
|
|
|
|
|
|
|
| |||||||||||||
Cost of materials sold (three-months ended) |
| $ | 656.3 |
|
|
| 85.0 | % |
| $ | 993.1 |
|
|
| 82.4 | % |
| $ | (336.8 | ) |
|
| (33.9 | )% |
Cost of materials sold (six-months ended) |
| $ | 1,470.8 |
|
|
| 82.5 | % |
| $ | 1,992.6 |
|
|
| 81.8 | % |
| $ | (521.8 | ) |
|
| (26.2 | )% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, |
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
|
| $ |
|
| % of Net Sales |
|
| $ |
|
| % of Net Sales |
|
| Dollar change |
|
| Percentage change |
| ||||||||||||||||||||
|
| ($ in millions) |
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||
Cost of materials sold (three-months ended) |
| $ | 719.2 |
|
|
| 83.2 | % |
| $ | 589.7 |
|
|
| 80.2 | % |
| $ | 129.5 |
|
|
| 22.0 | % | ||||||||||||||
Cost of materials sold (nine-months ended) |
| $ | 2,108.1 |
|
|
| 82.5 | % |
| $ | 1,721.5 |
|
|
| 79.1 | % |
| $ | 386.6 |
|
|
| 22.5 | % | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
|
| September 30, |
|
| Cost |
|
| Percentage |
| |||||||||||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| change |
|
| change |
| ||||||||||||||||||||||||||
Average cost of materials sold per ton sold (three-months ended) |
| $ | 1,396 |
|
| $ | 1,228 |
|
| $ | 168 |
|
|
| 13.7 | % | ||||||||||||||||||||||
Average cost of materials sold per ton sold (nine-months ended) |
| $ | 1,377 |
|
| $ | 1,176 |
|
| $ | 201 |
|
|
| 17.1 | % |
|
| June 30, |
|
| Cost |
|
| Percentage |
| |||||||
|
| 2020 |
|
| 2019 |
|
| change |
|
| change |
| ||||
Average cost of materials sold per ton sold (three-months ended) |
| $ | 1,421 |
|
| $ | 1,594 |
|
| $ | (173 | ) |
|
| (10.9 | )% |
Average cost of materials sold per ton sold (six-months ended) |
| $ | 1,431 |
|
| $ | 1,604 |
|
| $ | (173 | ) |
|
| (10.8 | )% |
The increasedecrease in cost of materials sold in the three-month and nine-monthsix-month periods ended SeptemberJune 30, 20172020 compared to the same periods a year ago period is primarily due to an increasethe decrease in tons sold and to a decrease in average cost of materials sold per ton andton. The average cost of materials sold decreased across almost all product lines with the increase in tons sold. The average cost of materials sold for our carbon plate, stainlesscarbon flat, and stainless platecarbon long product lines increaseddecreasing more than our other productsproduct lines during both the threethree-month and nine monthsix-month periods of 2017, which was a faster increase than the increase in average selling price per ton for these products.ended June 30, 2020. During the thirdsecond quarter of 2017,2020, LIFO incomeexpense was $1.7 14.1 million compared to LIFO expenseincome of $25.1 $12.9million in the thirdsecond quarter of 2016. LIFO expense in the third quarter of 2016 was offset by a $23.7 million credit to adjust the lower of cost or market inventory reserve. In2019. During the first ninesix months of 2017,2020, LIFO expenseincome was $35.7 $6.1 million compared to LIFO expenseincome of $5.0 $33.0million in the first ninesix months of 2016. LIFO expense2019.
Gross profit
|
| June 30, |
|
|
|
|
|
|
|
|
| |||||||||||||
|
| 2020 |
|
| 2019 |
|
|
|
|
|
|
|
|
| ||||||||||
|
| $ |
|
| % of Net Sales |
|
| $ |
|
| % of Net Sales |
|
| Dollar change |
|
| Percentage change |
| ||||||
|
| ($ in millions) |
|
|
|
|
|
|
|
|
| |||||||||||||
Gross profit (three-months ended) |
| $ | 115.5 |
|
|
| 15.0 | % |
| $ | 211.8 |
|
|
| 17.6 | % |
| $ | (96.3 | ) |
|
| (45.5 | )% |
Gross profit (six-months ended) |
| $ | 311.3 |
|
|
| 17.5 | % |
| $ | 443.1 |
|
|
| 18.2 | % |
| $ | (131.8 | ) |
|
| (29.7 | )% |
Gross profit decreasedin the three-month and six-month periods ended June 30, 2020 compared to the year ago periods due to the decrease in tons sold. While our revenue per ton decreased in the three and six months ended June 30, 2020 as compared to the three and six months ended June 30, 2019, cost of materials sold per ton decreased at a slower pace resulting in lower gross margins.
Operating expenses
|
| June 30, |
|
|
|
|
|
|
|
|
| |||||||||||||
|
| 2020 |
|
| 2019 |
|
|
|
|
|
|
|
|
| ||||||||||
|
| $ |
|
| % of Net Sales |
|
| $ |
|
| % of Net Sales |
|
| Dollar change |
|
| Percentage change |
| ||||||
|
| ($ in millions) |
|
|
|
|
|
|
|
|
| |||||||||||||
Warehousing, delivery, selling, general, and administrative expenses (three-months ended) |
| $ | 124.1 |
|
|
| 16.1 | % |
| $ | 164.6 |
|
|
| 13.7 | % |
| $ | (40.5 | ) |
|
| (24.6 | )% |
Warehousing, delivery, selling, general, and administrative expenses (six-months ended) |
| $ | 279.8 |
|
|
| 15.7 | % |
| $ | 328.3 |
|
|
| 13.5 | % |
| $ | (48.5 | ) |
|
| (14.8 | )% |
Restructuring and other charges (three-months ended) |
| $ | 2.0 |
|
|
| 0.3 | % |
| $ | 1.1 |
|
|
| 0.1 | % |
| $ | 0.9 |
|
|
| 81.8 | % |
Restructuring and other charges (six-months ended) |
| $ | 2.0 |
|
|
| 0.1 | % |
| $ | 1.4 |
|
|
| — |
|
| $ | 0.6 |
|
|
| 42.9 | % |
Total operating expenses decreased in the three-month and six-month periods ended June 30, 2020 compared to the year ago periods primarily due to lower salaries and wages due to workforce and compensation reductions ($13.5 million lower in the second quarter of 2020 and $15.2 million in the first ninesix months of 2017 was offset2020) in response to the outbreak of COVID-19. The lower headcount also reduced employee benefit expenses by a $23.9$4.7 million credit to adjustin the lowersecond quarter of cost or market inventory reserve while LIFO expense2020 and $5.2 million in the first ninesix months of 20162020. In addition, selling, general, and administrative expenses were $10.0 million lower in the second quarter of 2020 and $11.0 million lower in the first six months of 2020 primarily due to lower use of outside technical services and reduced travel and entertainment expenses, delivery expenses were $6.0 million lower in the second quarter of 2020 and $6.9 million lower in the first six months of 2020 due to lower shipments, operating supplies were $3.8 million lower in the second quarter of 2020 and $4.9 million lower in the first six months of 2020, incentive compensation decreased $1.9 million in the second quarter of 2020 and $4.9 million in the first six months of 2020, and depreciation expense was more than offset by$0.8 million lower in the second quarter of 2020 and $1.8 million lower in the first six months of 2020. Partially offsetting the decreases was higher rent expense of $0.6 million in the second quarter of 2020 and $1.8 million in the first six months of 2020 due to a $25.4 million credit to adjustsale-leaseback transaction on nine of our real estate properties that was executed in the lowerfourth quarter of cost or market inventory reserve.2019.
GrossOperating profit
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| September 30, |
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Gross profit (three-months ended) |
| $ | 145.0 |
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|
| 16.8 | % |
| $ | 145.4 |
|
|
| 19.8 | % |
| $ | (0.4 | ) |
|
| (0.3 | )% |
Gross profit (nine-months ended) |
| $ | 446.0 |
|
|
| 17.5 | % |
| $ | 456.0 |
|
|
| 20.9 | % |
| $ | (10.0 | ) |
|
| (2.2 | )% |
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| June 30, |
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Operating profit (loss) (three-months ended) |
| $ | (10.6 | ) |
|
| (1.4 | )% |
| $ | 46.1 |
|
|
| 3.8 | % |
| $ | (56.7 | ) |
|
| (123.0 | )% |
Operating profit (six-months ended) |
| $ | 29.5 |
|
|
| 1.7 | % |
| $ | 113.4 |
|
|
| 4.7 | % |
| $ | (83.9 | ) |
|
| (74.0 | )% |
GrossOur operating profit decreased in the three-month and nine-monthsix-month periods ended SeptemberJune 30, 2017 compared to the same periods in 2016 as a competitive pricing environment pressured gross profit as a percent of sales. While our revenue per ton increased in the three-month and nine-month periods ended September 30, 2017 as2020 compared to the three-month and nine-month periods of 2016, cost of materials sold per ton increased at a faster pace resulting in lower gross margins.
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| September 30, |
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Warehousing, delivery, selling, general and administrative expenses (three months ended) |
| $ | 119.2 |
|
|
| 13.8 | % |
| $ | 109.1 |
|
|
| 14.8 | % |
| $ | 10.1 |
|
|
| 9.3 | % |
Warehousing, delivery, selling, general and administrative expenses (nine months ended) |
| $ | 353.2 |
|
|
| 13.9 | % |
| $ | 331.5 |
|
|
| 15.2 | % |
| $ | 21.7 |
|
|
| 6.5 | % |
Restructuring and other charges (three months ended) |
| $ | — |
|
|
| — |
|
| $ | 2.5 |
|
|
| 0.4 | % |
| $ | (2.5 | ) |
|
| (100.0 | )% |
Restructuring and other charges (nine months ended) |
| $ | — |
|
|
| — |
|
| $ | 2.5 |
|
|
| 0.1 | % |
| $ | (2.5 | ) |
|
| (100.0 | )% |
Total operating expenses increased in the three-month and nine-monthsix-month periods ended SeptemberJune 30, 2017 compared to the same periods in 20162019, primarily due to improved demanddecreases in tons sold and higher employment levels as well as general inflationary factors, which combined to increase salaries and wages, benefit costs and deliveryaverage selling prices, slightly offset by lower operating expenses. The decrease in our operating expenses as a percentage of sales over these same periods is due to our higher sales levels resulting from higher metals pricing. The $2.5 million restructuring charge in 2016 was related to a facility closure.
Operating profit
|
| September 30, |
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Operating profit (three-months ended) |
| $ | 25.8 |
|
|
| 3.0 | % |
| $ | 33.8 |
|
|
| 4.6 | % |
| $ | (8.0 | ) |
|
| (23.7 | )% |
Operating profit (nine-months ended) |
| $ | 92.8 |
|
|
| 3.6 | % |
| $ | 122.0 |
|
|
| 5.6 | % |
| $ | (29.2 | ) |
|
| (23.9 | )% |
Our operating profit decreased in both the three-month and nine-month periods of 2017 compared to the same periods a year ago, primarily due to the decline in gross profit as a percent of sales discussed above.
Other expenses
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| September 30, |
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Interest and other expense on debt (three-months ended) |
| $ | (23.2 | ) |
|
| (2.7 | )% |
| $ | (23.6 | ) |
|
| (3.2 | )% |
| $ | 0.4 |
|
|
| (1.7 | )% |
| $ | (19.3 | ) |
|
| (2.5 | )% |
| $ | (23.9 | ) |
|
| (2.0 | )% |
| $ | 4.6 |
|
|
| (19.2 | )% |
Interest and other expense on debt (nine-months ended) |
| $ | (67.8 | ) |
|
| (2.7 | )% |
| $ | (67.5 | ) |
|
| (3.1 | )% |
| $ | (0.3 | ) |
|
| 0.4 | % | ||||||||||||||||||||||||
Interest and other expense on debt (six-months ended) |
| $ | (41.0 | ) |
|
| (2.3 | )% |
| $ | (47.8 | ) |
|
| (2.0 | )% |
| $ | 6.8 |
|
|
| (14.2 | )% | ||||||||||||||||||||||||
Other income and (expense), net (three-months ended) |
| $ | (1.4 | ) |
|
| (0.2 | )% |
| $ | (0.2 | ) |
|
| — |
|
| $ | (1.2 | ) |
|
| 600.0 | % |
| $ | (0.1 | ) |
|
| — |
|
| $ | (0.2 | ) |
|
| — |
|
| $ | 0.1 |
|
|
| (50.0 | )% |
Other income and (expense), net (nine-months ended) |
| $ | (2.0 | ) |
|
| — |
|
| $ | (13.2 | ) |
|
| (0.6 | )% |
| $ | 11.2 |
|
|
| (84.8 | )% | ||||||||||||||||||||||||
Other income and (expense), net (six-months ended) |
| $ | 0.8 |
|
|
| — |
|
| $ | (1.0 | ) |
|
| — |
|
| $ | 1.8 |
|
|
| (180.0 | )% |
Interest and other expense on debt was relatively unchangeddecreased in the three-month and six-month periods ended June 30, 2020 compared to the year ago periods due to a lower level of credit facility borrowings outstanding compared to the year ago period related to lower working capital requirements resulting from a slowing metals market, lower interest rates on credit facility borrowings, and to a $57.6 million decrease in the outstanding amount of our 2022 Notes which were repurchased in the first three-month and nine-month periodssix months of 20172020. Credit facility borrowings were at a lower level in the first six months of 2020 compared to the same periods in 2016 as the interest rate on a portionfirst six months of our outstanding Notes increased after we redeemed the $569.9 million outstanding balance of our 9.00% Senior Notes due 2017 (the “2017 Notes”), repurchased $121.92019 despite having borrowed
between $80 million and thereafter redeemed the remaining outstanding $48.5$166 million of our 11.25% Senior Notes due 2018 (the “2018 Notes”) and issued $650.0excess funds during the first six months of 2020 to maintain access to cash during the COVID-19 pandemic. Interest expense in the first six months of 2020 included a $0.4 million charge to writeoff unamortized bond issuance costs related to the $57.6 million of new 11.00% Senior2022 Notes due 2022 (the “2022 Notes”) in 2016, partially offset by a reductionrepurchased during the period. The other income and (expense), net in the amountsecond quarter and first six months of our outstanding2020 includes a $0.1 million gain and a $0.9 million gain on the repurchase of the 2022 Notes, and lower amortization of debt issuance costs expense.respectively. The other expense in the first three-month and nine-monthsix-month periods of 2017 was primarily related to foreign currency losses. The first nine months of 2016 included a $7.2ended June 30, 2019 includes $0.2 million net loss on debt redemptions,and $0.8 million of foreign currency losses, of $3.2 million and a $2.8 million charge due to an other-than-temporary impairment recognized on an available-for-sale investment.respectively.
Provision for income taxes. In the thirdsecond quarter of 2017,2020, the Company recorded an income tax benefit of $0.74.5 million compared to an income tax expense of $1.6$5.5 million in the thirdsecond quarter of 2016.2019. In the first ninesix months of 2017,2020, the Company recorded an income tax benefit of $1.6 million compared to income tax expense of $5.3 million compared to $14.0$18.5 million in the first ninesix months of 2016.2019. The income tax benefit or expense recorded in all
periods primarily represents taxes at federal and local statutory rates where the Company operates, but generally excludeexcludes any tax benefit for losses in jurisdictions with historical losses. The third
Earnings (loss) per share. Basic loss per share was $0.67 in the second quarter of 2017 also includes 2020 and $0.24 in the reversalfirst six months of previous uncertain tax provisions due2020 compared to the lapse of the statute of limitations.
Earnings per share. Basic and dilutedbasic earnings per share was $0.05of $0.43 in the thirdsecond quarter of 20172019 and $0.46$1.22 in the first ninesix months of 20172019. Diluted loss per share was $0.67 in the second quarter of 2020 and $0.24 in the first six months of 2020 compared to basic and diluted earnings per share of $0.23$0.43 in the thirdsecond quarter of 20162019 and $0.82$1.21 in the first ninesix months of 2016.2019. The changes in earnings per share are due to the results of operations discussed above as well as an increase in the weighted average number of shares outstanding due to the issuance of 5 million shares of common stock in July 2016.above.
Liquidity and Cash Flows
Our primary sources of liquidity are cash and cash equivalents, cash flows from operations, and borrowing availability under the $750 million revolving credit facility (the “RyersonRyerson Credit Facility”)Facility that matures on November 16, 2021. Its principal source of operating cash is from the sale of metals and other materials. Its principal uses of cash are for payments associated with the procurement and processing of metals and other materials inventories, costs incurred for the warehousing and delivery of inventories, and the selling and administrative costs of the business, capital expenditures, and for interest payments on debt.
The following table summarizesglobal COVID-19 pandemic has led to disruption and volatility in the Company’sglobal capital markets, which, depending on future developments, could adversely impact our capital resources and liquidity in the future. As a proactive, precautionary measure, we borrowed approximately $166 million under the Ryerson Credit Facility in the first quarter of 2020 to maintain access to cash flows:
|
| Nine Months Ended September 30, |
| |||||
|
| 2017 |
|
| 2016 |
| ||
|
| (In millions) |
| |||||
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
| $ | (93.3 | ) |
| $ | (22.9 | ) |
Net cash used in investing activities |
|
| (61.6 | ) |
|
| (16.3 | ) |
Net cash provided by financing activities |
|
| 144.0 |
|
|
| 47.0 |
|
Effect of exchange rates on cash and cash equivalents |
|
| 3.8 |
|
|
| 2.2 |
|
Net increase (decrease) in cash and cash equivalents |
| $ | (7.1 | ) |
| $ | 10.0 |
|
during the COVID-19 pandemic. We reduced this balance to approximately $80 million as of June 30, 2020. Accordingly, we had cash and cash equivalents of $73.699.9 million at SeptemberJune 30, 20172020, compared to $80.7$11.0 million at December 31, 2016. We had $362019. Despite the extra borrowing, our total debt outstanding at June 30, 2020 decreased to $904 million and $31 million of qualified cash pledged as collateral at September 30, 2017 and December 31, 2016, respectively. We had $1,042 million and $964compared to $982 million of total debt outstanding at September 30, 2017 and December 31, 2016, respectively, and2019 due to decreased working capital requirements. We had a debt-to-capitalization ratio of 101%85% at SeptemberJune 30, 20172020 and 105% at December 31, 2016.2019. We had total liquidity (defined as cash and cash equivalents, restricted cash from sales of property, plant, and equipment, marketable securities, and availability under the Ryerson Credit Facility and foreign debt facilities less qualified cash pledged as collateral) of $355$350 million at SeptemberJune 30, 20172020 versus $301$439 million at December 31, 2016.2019. Our net debt (defined as total debt less cash and cash equivalents, and restricted cash from sales of property, plant, and equipment) was $793 million and $923 million at June 30, 2020 and December 31, 2019, respectively. Total liquidity isand net debt are not a U.S. generally accepted accounting principles (“GAAP”) financial measure.measures. We believe that total liquidity provides additional information for measuring our ability to fund our operations. Total liquidity does not represent, and should not be used as a substitute for, net income or cash flows from operations as determined in accordance with GAAP and total liquidity is not necessarily an indication of whether cash flow will be sufficient to fund our cash requirements. We believe that net debt provides a clearer perspective of the Company’s overall debt situation given the excess borrowings discussed above. Net debt should not be used as a substitute for total debt outstanding as determined in accordance with GAAP.
Below is a reconciliation of cash and cash equivalents to total liquidity:
|
| September 30, 2017 |
|
| December 31, 2016 |
|
| June 30, 2020 |
|
| December 31, 2019 |
| ||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 74 |
|
| $ | 81 |
|
| $ | 100 |
|
| $ | 11 |
|
Less: Qualified cash pledged as collateral |
|
| (36 | ) |
|
| (31 | ) | ||||||||
Restricted cash from sales of property, plant, and equipment |
|
| 11 |
|
|
| 48 |
| ||||||||
Availability under Ryerson Credit Facility and foreign debt facilities |
|
| 317 |
|
|
| 251 |
|
|
| 239 |
|
|
| 380 |
|
Total liquidity |
| $ | 355 |
|
| $ | 301 |
|
| $ | 350 |
|
| $ | 439 |
|
Below is a reconciliation of total debt to net debt:
|
| June 30, 2020 |
|
| December 31, 2019 |
| ||
|
| (In millions) |
| |||||
|
|
|
|
|
|
|
|
|
Total debt |
| $ | 904 |
|
| $ | 982 |
|
Less: cash and cash equivalents |
|
| (100 | ) |
|
| (11 | ) |
Less: restricted cash from sales of property, plant, and equipment |
|
| (11 | ) |
|
| (48 | ) |
Net debt |
| $ | 793 |
|
| $ | 923 |
|
Of the total cash and cash equivalents, as of SeptemberJune 30, 2017,2020, $63.4 11.3 million was held in subsidiaries outside the United States which is deemed to be permanently reinvested. Ryerson does not currently foresee a need to repatriate earnings from its non-U.S. subsidiaries. Although Ryerson has historically satisfied needs for more capital in the U.S. through debt or equity issuances, Ryerson could elect to repatriate earnings held in foreign jurisdictions, which could result in higher effective tax rates. We have not recorded a deferred tax liability for the effect of a possible repatriation of these earnings as management intends to permanently reinvest these earnings outside of the U.S. Specific plans for reinvestment include funding for future international acquisitions and funding of existing international operations.
The following table summarizes the Company’s cash flows:
|
| Six Months Ended June 30, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
|
| (In millions) |
| |||||
Net income (loss) |
| $ | (9.1 | ) |
| $ | 46.1 |
|
Depreciation and amortization |
|
| 26.9 |
|
|
| 28.7 |
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Receivables |
|
| 50.5 |
|
|
| (31.8 | ) |
Inventories |
|
| 141.4 |
|
|
| (15.2 | ) |
Accounts payable |
|
| (26.7 | ) |
|
| 30.8 |
|
Accrued liabilities |
|
| (11.9 | ) |
|
| (24.7 | ) |
Other operating asset and liability balances |
|
| (7.4 | ) |
|
| (14.0 | ) |
All other operating cash flows |
|
| 12.4 |
|
|
| 28.1 |
|
Net cash provided by operating activities |
|
| 176.1 |
|
|
| 48.0 |
|
Capital expenditures |
|
| (11.8 | ) |
|
| (23.4 | ) |
Proceeds from sale of property, plant, and equipment |
|
| 0.1 |
|
|
| 8.6 |
|
Net cash used in investing activities |
|
| (11.7 | ) |
|
| (14.8 | ) |
Repayment of debt |
|
| (57.5 | ) |
|
| (12.0 | ) |
Net repayments of short-term borrowings |
|
| (21.5 | ) |
|
| (29.8 | ) |
Net increase (decrease) in book overdrafts |
|
| (24.4 | ) |
|
| 7.1 |
|
All other financing cash flows |
|
| (6.9 | ) |
|
| 1.1 |
|
Net cash used in financing activities |
|
| (110.3 | ) |
|
| (33.6 | ) |
Effect of exchange rates on cash and cash equivalents |
|
| (2.0 | ) |
|
| — |
|
Net increase (decrease) in cash and cash equivalents |
| $ | 52.1 |
|
| $ | (0.4 | ) |
Operating activities. NetWorking capital fluctuates throughout the year based on business needs. Working capital needs tend to be counter-cyclical, meaning that in periods of expansion the Company will use cash usedto fund working capital requirements, but in operating activitiesperiods of $93.3 millioncontraction the Company will generate cash from reduced working capital requirements. The decrease in accounts receivable in the first ninesix months of 2017 was primarily2020 is the result of lower sales levels due to an increasethe weak market conditions resulting from the COVID-19 outbreak in inventory of $117.5 million as the value of inventory and the tons in inventory both increased as economic conditions in the metals market improved2020. Inventory levels also decreased significantly in the first ninesix months of 2017, an increase2020 as the Company brought inventory levels in line with the weak market conditions. In comparison, accounts receivable increased in the first six months of 2019 as sales levels increased compared to the second half of the fourth quarter of 2018 and inventory increased in the first six months of 2019 to support the higher sales. The decrease in accounts receivablepayable for the first six months of $91.5 million resulting from higher sales levels in2020 is related to decreased purchases and operating activities compared to the thirdfourth quarter of 2017 comparedthe prior year and in comparison to year-end 2016, and pension contributions of $16.5 million. Partially offsetting the cash outflows were an increase in accounts payable of $66.3 million resulting from a higher level of material purchases at the end ofin the first ninesix months of 20172019 as purchases and operating activity increased compared to year-end 2016, non-cash depreciation and amortization expensethe fourth quarter of $34.12018. Accrued liabilities decreased $11.9 million and an increase in accrued liabilities of $22.6 million. Net cash used in operating activities of $22.9$24.7 million in the first ninesix months of 2016 was primarily2020 and 2019, respectively, resulting mainly from lower accrued incentive compensation compared to the prior year end.
Investing activities. The Company's main investing activities are capital expenditures and proceeds from the sale of property, plant, and equipment. Capital expenditures have decreased year-over-year as the Company reduced the annual capital expenditures budget from $45 million to $25 million due to an increase in inventorythe COVID-19 pandemic. At this time, we are limiting capital spending to critical sustaining projects.
Financing activities. The Company's main source of $67.3liquidity to fund working capital requirements is borrowings on its credit facility. While the Company anticipates its current cash balances, cash flows from operations, and available sources of liquidity will be sufficient to meet its cash requirements, approximately $80 million an increase in accounts receivable of $54.9 million resultingexcess funds were borrowed at June 30, 2020 to maintain access to cash during the COVID-19 pandemic. This borrowing was offset by credit facility repayments from higher sales levelsthe operating cash flow that was generated in the first ninesix months of 2016 compared to year-end 2015 and pension contributions of $21.0 million. Offsetting the cash outflows was an increase in accounts payable of $38.2 million due to a higher level of material purchases at the end of the third quarter of 2016 compared to year-end 2015, non-cash depreciation and amortization expense of $31.8 million, net income of $27.3 million and an increase in accrued liabilities of $17.9 million.
Investing activities. During the first nine months of 20172020. In addition, we paid $49.2 million, net of cash acquired, to acquire all of the issued and outstanding capital stock of The Laserflex Corporation and Guy Metals, Inc. Capital expenditures during the first nine months of 2017 totaled $15.8 million compared to $19.7 million in the first nine months of 2016. The Company sold property, plant and equipment and assets held for sale generating cash proceeds of $3.7 million and $3.2 million during the first nine months of 2017 and 2016, respectively.
Financing activities. Net cash provided by financing activities in the first ninemonths of 2017 was $144.0 million compared to $47.0 million in the first nine months of 2016. Net cash provided by financing activities in the first nine months of 2017 was primarily related to an increase in credit facility borrowings of $73.4 million, an increase in book overdrafts of $60.3 million and proceeds of $22.4 million from sale leaseback transactions. Net cash used in financing activities in the first nine months of 2016 was related to the issuance of the 2022 Notes withrepurchased a principal amount of $650.0$57.6 million net proceedsand $11.6 million of $71.5 million fromour 2022 Notes in the issuancefirst six months of common stock2020 and an increase in book2019, respectively. Book overdrafts fluctuate based on the timing of $20.1 million, offset by the early redemption of $569.9 million principal amount of the 2017 Notes and $121.9 million principal amount of the 2018 Notes. payments.
Capital Resources
We believe that cash flow from operations and proceeds from the Ryerson Credit Facility will provide sufficient funds to meet our contractual obligations and operating requirements in the normal course of business.
As a result of the acquisitions and net cash used in operating activities in the first nine months of 2017, totalTotal debt in the Condensed Consolidated Balance Sheets in the first nine months of 2017 increasedSheet decreased to $1,041.6 903.8 million at SeptemberJune 30, 20172020 from $963.5 981.8 million at December 31, 2016.2019, mainly due to $57.6 million of the 2022 Notes repurchased in addition to the net cash provided by operating activities in the first six months of 2020.
Total debt outstanding as of SeptemberJune 30, 20172020 consisted of the following amounts: $385.1$357.9 million borrowingborrowings under the Ryerson Credit Facility, $650.0$530.3 million under the 2022 Notes, $19.5$11.5 million of foreign debt, and $1.7$8.7 million of other debt, less $14.7$4.6 million of unamortized debt issuance costs. Discussion of each of these borrowings follows.
Ryerson Credit Facility
On November 16, 2016, Ryerson entered into an amendment with respect to its $1.0 billion revolving credit facility (as amended, the “Ryerson Credit Facility”), to reduce the total facility size from $1.0 billion (the “Old Credit Facility”) to $750 million, reduce the interest rate on outstanding borrowings by 25 basis points, reduce commitment fees on amounts not borrowed by 2.5 basis points, and to extend the maturity date to November 16, 2021.
At September 30, 2017, Ryerson had $385.1 million of outstanding borrowings, $15 million of letters of credit issued and $291 million available under the Ryerson Credit Facility compared to $312.0 million of outstanding borrowings, $16 million of letters of credit issued and $225 million available at December 31, 2016. Total credit availability is limited by the amount of eligible accounts receivable, inventory, and qualified cash pledged as collateral under the agreement insofar as Ryerson is subject to a borrowing base comprised of the aggregate of these three amounts, less applicable reserves. Eligible accounts receivable, at any date of determination, is comprised of the aggregate value of all accounts directly created by a borrower (andFor further information, see Note 7: Long Term Debt in the case of Canadian accounts, a Canadian guarantor) in the ordinary course of business arising out of the sale of goods or the rendering of services, each of which has been invoiced, with such receivables adjusted to exclude various ineligible accounts, including, among other things, those to which a borrower (or guarantor, as applicable) does not have sole and absolute title and accounts arising out of a sale to an employee, officer, director, or affiliate of a borrower (or guarantor, as applicable). Eligible inventory, at any date of determination, is comprised of the net orderly liquidation value of all inventory owned by a borrower (and in the case of Canadian accounts, a Canadian guarantor). Qualified cash consists of cash in an eligible deposit account that is subject to customary restrictions and liens in favor of the lenders.
The Ryerson Credit Facility has an allocation of $660 millionPart I, Item I - Notes to the Company’s subsidiaries in the United States and an allocation of $90 million to Ryerson Holding’s Canadian subsidiary that is a borrower. Amounts outstanding under the Ryerson Credit Facility bear interest at (i) a rate determined by reference to (A) the base rate (the highest of the Federal Funds Rate plus 0.50%, Bank of America, N.A.’s prime rate and the one-month LIBOR rate plus 1.00%) or (B) a LIBOR rate or, (ii) for Ryerson Holding’s Canadian subsidiary that is a borrower, (A) a rate determined by reference to the Canadian base rate (the greatest of the Federal Funds Rate plus 0.50%, Bank of America-Canada Branch’s “base rate” for commercial loans in U.S. Dollars made at its “base rate” and the 30 day LIBOR rate plus 1.00%), (B) the prime rate (the greater of Bank of America-Canada Branch’s “prime rate” for commercial loans made by it in Canada in Canadian Dollars and the one-month Canadian bankers’ acceptance rate plus 1.00%) or (C) the bankers’ acceptance rate. The spread over the base rate and prime rate is between 0.25% and 0.50% and the spread over the LIBOR and for the bankers’ acceptances is between 1.25% and 1.50%, depending on the amount available to be borrowed under the Ryerson Credit Facility. Overdue amounts and all amounts owed during the existence of a default bear interest at 2% above the rate otherwise applicable thereto. Ryerson also pays commitment fees on amounts not borrowed at a rate of 0.23%.Consolidated Financial Statements.
We attempt to minimize interest rate risk exposure through the utilization of interest rate swaps, which are derivative financial instruments. During March 2017, we entered into an interest rate swap to fix interest on $150 million of our floating rate debt under the Ryerson Credit Facility at a rate of 1.658% through March 2020. The swap has reset dates and critical terms that match our existing debt and the anticipated critical terms of future debt. The weighted average interest rate on the outstanding borrowings under the Ryerson Credit Facility including the interest rate swap was 2.7 percent and 2.2 percent at September 30, 2017 and December 31, 2016, respectively.
Borrowings under the Ryerson Credit Facility are secured by first-priority liens on all of the inventory, accounts receivables, lockbox accounts and related assets of the borrowers and the guarantors.
The Ryerson Credit Facility also contains covenants that, among other things, restrict Ryerson Holding and its restricted subsidiaries with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets and acquisitions. The Ryerson Credit Facility also requires that, if availability under the Ryerson Credit Facility declines to a certain level, Ryerson maintain a minimum fixed charge coverage ratio as of the end of each fiscal quarter, and includes defaults upon (among other things) the occurrence of a change of control of Ryerson and a cross-default to other financing arrangements.
The Ryerson Credit Facility contains events of default with respect to, among other things, default in the payment of principal when due or the payment of interest, fees and other amounts due thereunder after a specified grace period, material misrepresentations, failure to perform certain specified covenants, certain bankruptcy events, the invalidity of certain security agreements or guarantees, material judgments and the occurrence of a change of control of Ryerson. If such an event of default occurs, the lenders under the Ryerson Credit Facility will be entitled to various remedies, including acceleration of amounts outstanding under the Ryerson Credit Facility and all other actions permitted to be taken by secured creditors.
The lenders under the Ryerson Credit Facility may reject a borrowing request if any event, circumstance or development has occurred that has had or could reasonably be expected to have a material adverse effect on the Company. If Ryerson Holding, JT Ryerson, any of the other borrowers or any restricted subsidiaries of JT Ryerson becomes insolvent or commences bankruptcy proceedings, all amounts borrowed under the Ryerson Credit Facility will become immediately due and payable.
Net proceeds of short-term borrowings that are reflected in the Consolidated Statements of Cash Flows represent borrowings under the Ryerson Credit Facility with original maturities less than three months.
2022 Notes
On May 24, 2016, JT Ryerson issued $650 million in aggregate principal amount of the 2022 Notes (the “2022 Notes”). The 2022 Notes bear interest at a rate of 11.00% per annum. The 2022 Notes are fully and unconditionally guaranteed on a senior secured
basis by all of our existing and future domestic subsidiaries that are co-borrowers or that have guarantee obligations under the Ryerson Credit Facility.
The 2022 Notes and the related guarantees are secured by a first-priority security interest in substantially all of JT Ryerson’s and each guarantor’s present and future assets located in the United States (other than receivables, inventory, cash, deposit accounts and related general intangibles, certain other assets and proceeds thereof), subject to certain exceptions and customary permitted liens. The 2022 Notes and the related guarantees are also secured on a second-priority basis by a lien on the assets that secure JT Ryerson’s and the Company’s obligations under the Ryerson Credit Facility.
The 2022 Notes will be redeemable, in whole or in part, at any time on or after May 15, 2019 at certain redemption prices. The redemption price for the 2022 Notes if redeemed during the twelve months beginning (i) May 15, 2019 is 105.50%, (ii) May 15, 2020 is 102.75%, and (iii) May 15, 2021 and thereafter is 100.00%. JT Ryerson may redeem some or all of the 2022 Notes before May 15, 2019 at a redemption price of 100.00% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium. In addition, JT Ryerson may redeem up to 35% of the 2022 Notes before May 15, 2019 with respect to the 2022 Notes with the net cash proceeds from certain equity offerings at a price equal to 111.00%, with respect to the 2022 Notes, of the principal amount thereof, plus any accrued and unpaid interest, if any. JT Ryerson may be required to make an offer to purchase the 2022 Notes upon the sale of assets or upon a change of control.
The 2022 Notes contain customary covenants that, among other things, limit, subject to certain exceptions, our ability, and the ability of our restricted subsidiaries, to incur additional indebtedness, pay dividends on our capital stock or repurchase our capital stock, make investments, sell assets, engage in acquisitions, mergers or consolidations or create liens or use assets as security in other transactions. Subject to certain exceptions, JT Ryerson may only pay dividends to Ryerson Holding to the extent of 50% of future net income, once prior losses are offset.
The net proceeds from the issuance of the 2022 Notes, along with borrowings under the Ryerson Credit Facility, were used to (i) repurchase and/or redeem in full the $569.9 million balance of JT Ryerson’s 9% Senior Secured Notes due 2017 (the “2017 Notes”), plus accrued and unpaid interest thereon up to, but not including, the repayment date, (ii) repurchase $95 million of the 11.25% Senior Secured Notes due 2018 (the “2018 Notes”), and (iii) pay related fees, expenses and premiums.
The Company applied the provisions of ASC 470-50, “Modifications and Extinguishments” in accounting for the issuance of the 2022 Notes, redemption of the 2017 Notes and partial repurchase of the 2018 Notes. The evaluation of the accounting under ASC 470-50 was performed on a creditor by creditor basis in order to determine if the terms of the debt were substantially different and, as a result, whether to apply modification or extinguishment accounting. For the lenders where it was determined that the terms of the debt were not substantially different, modification accounting was applied. For the remaining lenders, extinguishment accounting was applied. In connection with this debt modification and extinguishment, the Company recorded a $16.0 million loss within other income and (expense), net on the Condensed Consolidated Statement of Comprehensive Income during 2016, primarily attributed to the costs incurred with third parties for arrangement fees, legal and other services related to the modified debt, as well as redemption fees paid to the creditors and unamortized debt issuance costs written off related to the extinguished debt. Additionally, the costs incurred with third parties for arrangement fees, legal and other services related to the extinguished debt and redemption fees paid to the creditors related to the modified debt were capitalized and are being amortized over the life of the modified debt using the effective interest method.
During the first nine months of 2016, a principal amount of $27.0 million of the 2018 Notes were repurchased for $18.2 million and retired, resulting in the recognition of an $8.8 million gain within other income and (expense), net on the Condensed Consolidated Statement of Comprehensive Income. Including the $16.0 million loss on the redemption of the $569.9 million balance of the 2017 Notes and repurchase of $95.0 million of the 2018 Notes, the Company recognized a total net loss of $7.2 million within other income and (expense), net on the Condensed Consolidated Statement of Comprehensive Income during the first nine months of 2016.
Foreign Debt
At September 30, 2017, Ryerson China’s foreign borrowings were $19.5 million, which were owed to banks in Asia at a weighted average interest rate of 3.9% per annum and secured by inventory and property, plant and equipment. At December 31, 2016, Ryerson China’s foreign borrowings were $19.2 million, which were owed to banks in Asia at a weighted average interest rate of 4.4% per annum and secured by inventory and property, plant and equipment.
Availability under the foreign credit lines was $26 million at September 30, 2017 and December 31, 2016. Letters of credit issued by our foreign subsidiaries were $6 million at September 30, 2017 and December 31, 2016.
At December 31, 2016,2019, pension liabilities exceeded plan assets by $216$140 million. Through the six months ended June 30, 2020, we have made $7 million in pension contributions. The Company has elected to defer the remaining expected 2020 U.S. contributions of $13 million until January 1, 2021, as permitted under The CARES Act that was passed in March 2020. We anticipate that we will have a totalzero minimum required pension contribution of approximately $21 million contributions in 20172020 under the Employee Retirement Income Security Act of 1974 (“ERISA”) and Pension Protection Act in the U.S and the Ontario Pension Benefits Act in Canada. Through the nine months ended September 30, 2017, we have made $16 million in pension contributions, and anticipate an additional $5 million of contributions in the remaining three months of 2017. Future contribution requirements depend on the investment returns on plan assets, the impact of discount rates on pension liabilities, and changes in regulatory requirements. We are unable to determine the amount or timing of any such contributions required by ERISA or whether any such contributions would have a material adverse effect on our financial position or cash flows. We
COVID-19 has negatively affected the financial markets and our returns on pension assets. Changes in returns on plan assets may affect our plan funding, cash flows, and financial condition. Differences between actual plan asset returns and the expected long-term rate of return on plan assets (5.75% for the Ryerson Pension Plans, 3.20% for CS&W Pension Plan, and between 3.00% and 4.75% for the Canadian Plans as of December 31, 2019) impact the measurement of the following year’s pension expense and pension funding requirements. However, we believe that cash flow from operations and the Ryerson Credit Facility described above will provide sufficient funds to make the minimum required contributioncontributions in 2017.2021.
Off-Balance Sheet Arrangements
In the normal course of business with customers, vendors, and others, we have entered into off-balance sheet arrangements, such as letters of credit, which totaled $21$15 million as of SeptemberJune 30, 2017. Additionally, other than normal course long-term operating leases included in the following Contractual Obligations table, we2020. We do not have any other material off-balance sheet financing arrangements. None of these off-balance sheet arrangements are likely to have a material effect on our current or future financial condition, results of operations, liquidity, or capital resources.
Contractual Obligations
The following table presents contractual obligations at SeptemberJune 30, 2017:2020:
|
| Payments Due by Period |
|
| Payments Due by Period |
| ||||||||||||||||||||||||||||||||||
Contractual Obligations (1) |
| Total |
|
| Less than 1 year |
|
| 1 – 3 years |
|
| 4 – 5 years |
|
| After 5 years |
| |||||||||||||||||||||||||
Contractual Obligations (1) (2) |
| Total |
|
| Less than 1 year |
|
| 1 – 3 years |
|
| 4 – 5 years |
|
| After 5 years |
| |||||||||||||||||||||||||
|
| (In millions) |
|
| (In millions) |
| ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 Notes |
|
| 650 |
|
|
| — |
|
|
| — |
|
|
| 650 |
|
|
| — |
|
|
| 530 |
|
|
| — |
|
|
| 530 |
|
|
| — |
|
|
| — |
|
Ryerson Credit Facility |
|
| 385 |
|
|
| — |
|
|
| — |
|
|
| 385 |
|
|
| — |
|
|
| 358 |
|
|
| — |
|
|
| 358 |
|
|
| — |
|
|
| — |
|
Foreign Debt |
|
| 20 |
|
|
| 20 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 11 |
|
|
| 11 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Other Debt |
|
| 1 |
|
|
| 1 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 9 |
|
|
| 2 |
|
|
| 4 |
|
|
| 3 |
|
|
| — |
|
Interest on 2022 Notes, Foreign Debt, Other Debt and Ryerson Credit Facility (2) |
|
| 391 |
|
|
| 82 |
|
|
| 164 |
|
|
| 145 |
|
|
| — |
| ||||||||||||||||||||
Interest on 2022 Notes, Foreign Debt, Other Debt, and Ryerson Credit Facility (3) |
|
| 122 |
|
|
| 67 |
|
|
| 55 |
|
|
| — |
|
|
| — |
| ||||||||||||||||||||
Purchase Obligations |
|
| 27 |
|
|
| 27 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 11 |
|
|
| 11 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Operating Leases |
|
| 83 |
|
|
| 21 |
|
|
| 30 |
|
|
| 19 |
|
|
| 13 |
|
|
| 140 |
|
|
| 25 |
|
|
| 40 |
|
|
| 30 |
|
|
| 45 |
|
Finance Lease Obligations (5) |
|
| 29 |
|
|
| 12 |
|
|
| 12 |
|
|
| 5 |
|
|
| — |
| ||||||||||||||||||||
Pension Withdrawal Liability |
|
| 1 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1 |
|
|
| 1 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1 |
|
Capital Lease Obligations |
|
| 31 |
|
|
| 10 |
|
|
| 15 |
|
|
| 6 |
|
|
| — |
| ||||||||||||||||||||
Total |
| $ | 1,589 |
|
| $ | 161 |
|
| $ | 209 |
|
| $ | 1,205 |
|
| $ | 14 |
|
| $ | 1,211 |
|
| $ | 128 |
|
| $ | 999 |
|
| $ | 38 |
|
| $ | 46 |
|
(1) | The contractual obligations disclosed above do not include the Company’s potential future pension funding obligations (see discussion under “Pension Funding” caption). |
(2) | Due to uncertainty regarding the completion of tax audits and possible outcomes, we do not know when our obligations related to unrecognized tax benefits will occur, if at all. |
| Interest payments related to the variable rate debt were estimated using the weighted average interest rate for the Ryerson Credit Facility, including the effect of the interest rate |
| The purchase obligations with suppliers are entered into when we receive firm sales commitments with certain of our customers. |
(5) | Future lease payments are undiscounted. |
In accordance with ASC 740, “Income Taxes,” the Company calculates its quarterly tax provision based on an estimated effective tax rate for the year, applies it to the results of each interim period, and then adjusts that amount by certain discrete items. Due to volatile macro-economic conditions associated with the COVID-19 pandemic, we may experience fluctuations in our forecasted earnings before income taxes as a result of events which cannot be predicted. As such, the Company's effective tax rate could be subject to unusual volatility as forecasted earnings before income taxes change.
We maintain a valuation allowance on certain foreign and U.S. federal and state deferred tax assets until such time as in management’s judgment, considering all available positive and negative evidence, and consistent with its past determinations, we determine that these deferred tax assets are more likely than not realizable.
We anticipate that certain statutes of limitation will close within the next twelve months resulting in the reduction of the reserve for uncertain tax benefits related to various intercompany transactions,transactions. Although we released $1.9 million of reserves in the second quarter of 2020, we do not believe future amounts will be material.
Critical Accounting Estimates
Goodwill: We assess the recoverability of goodwill annually in the fourth quarter of every year or whenever indicators of potential impairment exist. We test for impairment of goodwill by assessing various qualitative factors with respect to developments in our business and the overall economy and calculating the fair value of a correspondingreporting unit using the discounted cash flow method, as necessary. If we determine that it is more likely than not that the fair value of a reporting unit is less than the carrying value based on our qualitative assessment, we will proceed to the quantitative goodwill impairment test, in which we compare the fair value of the reporting unit where the goodwill resides to its carrying value. If the carrying amount of the goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of goodwill.
The fair value of the reporting unit is estimated using a combination of an income tax benefitapproach and a market approach as this combination is deemed to be the most indicative of approximately $1.1 million.fair value in an orderly transaction between market participants. The income approach requires management to estimate a number of factors for each reporting unit, including projected future operating results, economic projections, anticipated future cash flows, and discount rates. The market approach estimates fair value using market multiples of various financial measures of comparable public companies.
Recent legislative proposalsDue to the COVID-19 pandemic and its effect on our business and the overall economy, we performed a quantitative impairment test of goodwill as of May 31, 2020. The entire balance of goodwill for the Company as of the date of our quantitative assessment and June 30, 2020 of $120.3 million, resides at the U.S. reporting unit. Based upon the quantitative assessment performed for the U.S. reporting unit, the fair value of the U.S. reporting unit exceeded its carrying value by 9% and as such it was determined that no impairment existed.
The determination of the fair value of the reporting units requires the Company to make significant estimates including business and financial performance of the Company’s reporting units, taking into consideration how such performance may be impacted by COVID-19. These estimates and assumptions primarily include but are not limited to: the selection of appropriate peer group companies, control premiums appropriate for acquisitions in the industries in which we compete, discount rates, terminal growth rates, and forecasts of revenue, operating income, depreciation, amortization, and capital expenditures.
In evaluating the U.S. would repealreporting unit significant weight is placed on forecasted EBITDA and the useweighted average cost of capital (“WACC”) used in the discounted cash flow model, as we determined these items have the most significant impact on the fair value of the last-in-first-out methodreporting unit.
• | EBITDA is expected to recover provided that pricing and volumes stabilize, and we expect to gain operating leverage through some of the cost savings initiatives undertaken in response to the COVID-19 pandemic that are expected to continue post-pandemic. |
• | We used a WACC of 15.5% based upon market participants assumptions. We performed a sensitivity analysis on our estimated fair value noting that a 100 basis points increase in the discount rate results in a decrease of 4% of the excess fair value over the carrying value of the reporting unit. |
Although the Company believes its estimates of accounting (“LIFO method”) for inventory for U.S. tax purposes. If legislation repealing the usefair value are reasonable, actual financial results could differ from those estimates due to inherent uncertainty in making such estimates. A lack of the LIFO method for tax purposes becomes law, we would expect an increaserecovery or further deterioration in market conditions, a trend of weaker than expected financial performance in our business, or a lack of recovery or further decline in the cash taxes we will need to pay overCompany’s market capitalization, among other factors, could result in an impairment charge in future periods which could have a 10-year period.material adverse effect on our financial statements.
Our primary areas of market risk include changes in interest rates, foreign currency exchange rates, and commodity prices.We continually monitor these risks and develop strategies to manage them.
Interest rate risk
We are exposed to market risk related to our fixed-rate and variable-rate long-term debt. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. We are exposed to market risk related to our fixed-rate and variable-rate long-term debt. Changes in interest rates may affect the market value of our fixed-rate debt. The estimated fair value of our long-term debt and the current portions thereof using quoted market prices ourof Company debt securities recently traded and market-based prices of similar securities for those securities not recently traded was $1,121916.4 million at SeptemberJune 30, 20172020 and $1,034$1,014.4 million at December 31, 20162019 as compared with the carrying value of $1,042$903.8 million and $964$981.8 million at SeptemberJune 30, 20172020 and December 31, 2016,2019, respectively. We manage interest rate risk in our capital structure by holding a combination of variable and fixed-rate debt. At June 30, 2020, 41% of our debt was valued with variable interest rates and the remaining 59% was at fixed interest rates.
AWe use interest rate swaps to manage our exposure to interest rate changes. As of June 30, 2020, we have 2 receive variable, pay fixed, interest rate swaps to manage the exposure to variable interest rates of the Ryerson Credit Facility. In June 2019, we entered into a forward agreement for $60 million of “pay fixed” interest at 1.729% and in November 2019, we entered into a forward agreement for $100 million of “pay fixed” interest at 1.539%. We account for these interest rate swaps as cash flow hedges of floating-rate borrowings with changes in fair value being recorded in accumulated other comprehensive income. The fair value of the interest rate swaps as of June 30, 2020 was a net liability of $5.0 million. After considering the effects of our interest rate swaps, 77% of our debt was at fixed interest rates as of June 30, 2020. Considering the impact of interest rate swaps, a hypothetical 1% increase in interest rates on variable rate debt would have increased interest expense for the first ninesix months of 20172020 by approximately $1.9$1.6 million.
Foreign exchange rate risk
We are subject to exposure from fluctuationsforeign currency risks primarily through our operations in foreign currencies. WeCanada, Mexico, and China and we use foreign currency exchange contracts to hedgereduce our Canadian subsidiaries’ variability in cash flows from the forecasted payment of currencies other than the functional currency. The Canadian subsidiaries’ foreignexposure to currency price fluctuations. Foreign currency contracts wereare principally used to purchase U.S. dollars. We had foreign currency contracts with a U.S. dollar notional amount of $2.1 $1.7 million outstanding at SeptemberJune 30, 20172020 and a liability value of $0.1 million.zero. We do not currently account for these contracts as hedges but rather mark these contracts to market with a corresponding offset to current earnings. For the ninesix months ended SeptemberJune 30, 2017,2020, the Company recognized a lossgain of $0.1 million
associated with its foreign currency contracts. A hypothetical strengthening or weakening of 10% in the foreign exchange rates underlying the foreign currency contracts from the market rate as of SeptemberJune 30, 20172020 would increase or decrease the fair value of the foreign currency contracts by $0.2 million.
The currency effects of translating the financial statements of our foreign subsidiaries are included in accumulated other comprehensive loss and will not be recognized in the statement of operations until there is a liquidation or sale of those foreign subsidiaries.
Commodity price risk
In general, we purchase metals in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon historic buying practices, customer contracts, and market conditions. Our commitments to purchase metals are generally at prevailing market prices in effect at the time we place our orders.
Metal prices can fluctuate significantly due to several factors including changes in foreign and domestic production capacity, raw material availability, metals consumption, and foreign currency rates. Declining metal prices could reduce our revenues, gross profit and net income. From timeDerivative financial instruments are used to time, we may enter into fixed price sales contracts with our customers for certainmanage a limited portion of our inventory components. We may enter into metal commodity futures and options contractsexposure to reduce volatilityfluctuations in the pricecost of these metals.certain commodities. No derivatives are held for trading purposes.
As of SeptemberJune 30, 20172020, we had 51760,000 tons of nickeliron ore swap contracts and 8,503with a net liability value of $0.7 million, 27,348 tons of hot roll coil swaps contracts with a net assetliability value of $0.1$0.6 million and $0.5 million, respectively. As of September 30, 2017, we had 3,402, 12,497 tons of zinc swap contracts and 15,717 tons of aluminum swap contracts with a net liability value of $0.7$1.1 million, and zero, respectively. 180 tons of nickel swap contracts with a net liability value of $0.2 million. We do not currently account for these swaps as hedges, but rather mark these contracts to market with a corresponding offset to current earnings. For the ninesix months ended SeptemberJune 30, 20172020, wethe Company recognized a gainloss of $2.6$0.7 million associated with our metalits commodity derivatives.
A hypothetical strengthening or weakening of 10% in the commodity prices underlying the commodity derivative contracts from the market rate as of SeptemberJune 30, 20172020 would decreaseincrease or increasedecrease the fair value of commodity derivative contracts by $0.8$3.3 million.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and ChiefInterim Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired
control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and ChiefInterim Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation, our Chief Executive Officer and ChiefInterim Principal Financial Officer concluded that our disclosure controls and procedures were effective as of SeptemberJune 30, 2017.2020.
Changes in Internal Controls Over Financial Reporting
There have been no changes in the Company’s internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s controls over financial reporting during the quarter ended SeptemberJune 30, 2017.2020.
In October 2011, the United States Environmental Protection Agency (the “EPA”) named usJT Ryerson as one of more than 100 businesses that may be a potentially responsible party (“PRP”) for the Portland Harbor Superfund Site (“Portland Harbor”(the “PHS Site”). On January 6, 2017, the EPA issued itsan initial Record of Decision (“ROD”) regarding the site. The ROD includes a combination of dredging, capping, and enhanced natural recovery that would take approximately thirteen years to construct plus additional time for monitored natural recovery, at an estimated present value cost of $1.05 billion. In a change from its prior stance, at a meeting on December 4, 2018, the EPA indicated that it expected PRPs to submit a plan during 2019 to start remediation of the river and harbor per the original ROD within the next two to three years. The EPA also indicated that it expected allocation of amounts among the parties to be determined in the same two to three-year time frame. The EPA invited certain PRPs to a May 2, 2019 meeting to discuss starting the remedial design process. The EPA did not include JT Ryerson in those meetings.
On December 9, 2019, a PRP group met with Administrator Wheeler, the head of the EPA, to discuss updating the ROD as recent testing indicates that the levels of contamination have “drastically improved” and, thus, remediation should be much less drastic than that in the current ROD. Administrator Wheeler directed regional EPA staff to again review the ROD before moving forward with any enforcement action. On March 3, 2020, the regional EPA issued a letter to the PRP group, essentially rejecting the request but noting that new data would be used for fine-tuning the implementation of the remedy and to that extent could result in less active remediation.
The EPA indicated in a January 2, 2020 “progress update” letter that it is negotiating with certain parties to perform remedial design work at five unspecified areas which comprise 52% of the overall acreage subject to remediation. In late March, the EPA issued a Unilateral Administrative Order for Remedial Design to Schnitzer Steel, ordering it to develop a remedial design plan for the river area which includes the area where our former facilities were. In the meantime, Schnitzer has filed a petition for relief from the remedy required by the ROD.
The EPA has stated that it is willing to consider de minimis settlements, which JT Ryerson is trying to pursue; however, the EPA has not begun meeting with any of the smaller parties who have requested de minimis or de micromis status, stating that it does not have sufficient information to determine whether any parties meet such criteria and does not intend to begin those considerations until after the remedial design work is completed. It has met with selected parties that we believe to be larger targets. JT Ryerson has not been invited to meet with the EPA. As a result of the ongoing negotiations and filings over the ROD and the EPA’s decision not to meet with smaller parties, we cannot determine how allocations will be made and whether a de minimus settlement can be reached with the EPA.
The EPA has not yet allocated responsibility for the contamination among the potentially responsible parties, including JT Ryerson. We do not currently have sufficient information available to us to determine whether the ROD will be executed as currently stated, whether and to what extent JT Ryerson may be held responsible for any of the identified contamination, and how much (if any) of the final plan’s costs might ultimately be allocated to JT Ryerson and therefore,Ryerson. Therefore, management cannot predict the ultimate outcome of this matter or estimate a range of potential loss at this time.
There are various other claims and pending actions against the Company. The amount of liability, if any, for those other claims and actions at SeptemberJune 30, 20172020 is not determinable but, in the opinion of management, such liability, if any, will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. We maintain liability insurance coverage to assist in protecting our assets from losses arising from or related to activities associated with business operations.
Except for the risk factorfactors below, there have been no material changes relating to this Item from those set forth in Item 1A on the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.2019.
The effects of the COVID-19 pandemic have had, and are expected to continue to have, an adverse impact on our business, operating results, and financial condition.
The global outbreak of a novel strain of coronavirus (“COVID-19”) was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020 and has negatively affected the U.S. and global economies, disrupted global supply chains, resulted in significant travel and transport restrictions, mandated closures and stay-at-home orders, and created significant disruptions in the financial markets. We are monitoring the impact of the COVID-19 pandemic across our business. The global spread of COVID-19, and the various governmental, industry, and consumer actions related thereto, have had and could continue to have negative impacts on our business and operations, including softening demand for our products, disruptions in our supply chain and operations, and related restrictions on our employees, including quarantines, stay-at-home orders, and restrictions on travel.
In response to the COVID-19 pandemic, we have implemented several policies and procedures to protect the health and welfare of our employees first and foremost, while operating as an essential business, and maintaining our liquidity. We have communicated and enforced social distancing practices by implementing work from home arrangements, alternating employee shifts, eliminating congregation, and suspending non-essential travel. COVID-19 has disrupted our internal operations, including by heightening the risk that our employees will suffer illness or otherwise not be permitted to work and exposing us to cybersecurity and other risks associated with a large number of our employees working remotely. Certain of our facilities have experienced temporary work disruptions as a result of COVID-19, and we cannot predict whether these will continue or if our facilities will experience more significant or frequent disruptions in the future. Furthermore, we have and may need to further reduce our workforce as a result of declines in our business caused by COVID-19, and any such reduction would cause us to incur costs. Moreover, there can be no assurance that we would be able to rehire our workforce in the event our business experiences a subsequent recovery.
On the whole, because manufacturing demand is tied closely to overall economic strength, economic uncertainty and/or increased unemployment that results from the COVID-19 pandemic or measures undertaken in response has led and could continue to lead to lower demand for our products. Although our end-markets are diverse, concerns regarding and measures implemented in
response to the COVID-19 pandemic have and could further negatively influence overall demand, particularly for the consumer durable sector, resulting in cancellations or deferrals of orders and/or decreases in new deliveries. We are also expecting the COVID-19 pandemic to further weaken the depressed oil & gas sector resulting from extremely low energy prices driven by over-supply, and the commercial ground transportation sector, from the expected reduction of truck orders.
COVID-19 has also led to disruption and volatility in the capital markets, which depending on future developments could adversely impact our capital resources and liquidity in the future.
We are also monitoring the impacts of the COVID-19 pandemic on the fair value of our assets. While we do not currently anticipate any material impairments on our assets as a result of COVID-19, future changes in expectations for sales, earnings, and cash flows related to intangible assets and goodwill below our current projections could cause these assets to be impaired.
We are continuing to monitor the impact of the COVID-19 pandemic across our business and will take appropriate actions in an effort to mitigate adverse consequences. The full extent to which the COVID-19 pandemic and measures taken in response thereto adversely impacts our business, financial condition, and results of operations will depend on numerous evolving factors and future developments, which are highly uncertain, rapidly changing, and cannot be predicted, including: the duration and scope of the outbreak; governmental, business, and individual actions that have been and continue to be taken in response to the outbreak, including travel restrictions, quarantines, social distancing, work-at-home and stay-at-home orders; the impact of the outbreak on the financial markets and economic activity generally; the effect of the outbreak on our customers, suppliers, and other business partners; our ability to access usual sources of liquidity on reasonable terms; and our ability to comply with the financial covenants in our Ryerson Credit Facility if a material economic downturn results in increased indebtedness or substantially lower EBITDA. All of the foregoing will likely impact our business, financial condition, results of operations, and forward-looking expectations. In addition, the impact of the COVID-19 pandemic may also have the effect of heightening many of the other risks described in Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Poor investment performance or other factors could require us to make significant unplanned contributions to our pension plan.
We provide defined benefit pension plans for certain eligible employees and retirees. The performance of the debt and equity markets affect the value of plan assets. A decline in the market value may increase the funding requirements for these plans. The cost of providing pension benefits is also affected by other factors, including interest rates used to measure the required minimum funding levels, the rate of return on plan assets, discount rates used in determining future benefit obligations, future government regulation, and prior contributions to the plans. Significant unanticipated changes in any of these factors may have an adverse effect on our financial condition, results of operations, liquidity, and cash flows. The COVID-19 pandemic has negatively affected financial markets and our returns on our pension assets which could adversely impact our plan funding, cash flows, and pension expense.
The right to receive payment on the 20222028 Notes and the guarantees will be subordinated to the liabilities of non-guarantor subsidiaries.
The notes and related guarantees are structurally subordinated to all indebtedness of our subsidiaries that are not guarantors of the 20222028 Senior Secured Notes (the “2022“2028 Notes”). While the indenture governing the 20222028 Notes limits the indebtedness and activities of these non-guarantor subsidiaries, holders of indebtedness of, and trade creditors of, non-guarantor subsidiaries, including lenders under bank financing agreements, are entitled to payments of their claims from the assets of such subsidiaries before those assets are made available for distribution to any guarantor, as direct or indirect shareholder. While the non-guarantor subsidiaries have agreed under the indenture not to pledge or encumber their assets (other than with respect to permitted liens) without equally and ratably securing the notes, they will not guarantee the 20222028 Notes notwithstanding any such pledge or encumbrance in favor of the 20222028 Notes.
The non-guarantor subsidiaries represented, respectively, 11.8%10.3% and 5.2%16.5% of our net sales and EBITDA for the ninesix months ended SeptemberJune 30, 2017.2020. In addition, these non-guarantor subsidiaries represented respectively, 14.7%11.1% and 9.1%7.4% of our assets and liabilities, as of SeptemberJune 30, 2017.2020.
Accordingly, in the event that any of the non-guarantor subsidiaries or joint venture entities become insolvent, liquidates, or otherwise reorganizes:
the creditors of the guarantors (including the holders of the 2022 Notes) will have no right to proceed against such subsidiary’s assets; and
• | the creditors of the guarantors (including the holders of the 2028 Notes) will have no right to proceed against such subsidiary’s assets; and |
the creditors of such non-guarantor subsidiary, including trade creditors, will generally be entitled to payment in full from the sale or other disposal of assets of such subsidiary, as direct or indirect shareholder, and will be entitled to receive any distributions from such subsidiary.
• | the creditors of such non-guarantor subsidiary, including trade creditors, will generally be entitled to payment in full from the sale or other disposal of assets of such subsidiary, as direct or indirect shareholder, and will be entitled to receive any distributions from such subsidiary. |
Items 2, 3, 4, and 5 are not applicableapplicable and have been omitted.
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*In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished herewith and not filed.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
RYERSON HOLDING CORPORATION | ||||
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Interim Principal Financial Officer, Chief (duly authorized signatory |
Date: November 7, 2017July 29, 2020
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