1.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 FORM 10Q
[X]Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period
ended September 30, 2001
Commission File No. 1-1169
THE TIMKEN COMPANY
Exact name of registrant as specified in its charter
Ohio 34-0577130
State or other jurisdiction of I.R.S. Employer
incorporation or organization Identification No.
1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
Address of principal executive offices Zip Code
(330) 438-3000
Registrant's telephone number, including area code
Not Applicable
Former name, former address and former fiscal year if changed
since last report.
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,
and (2) has been subject to such filing requirements for the past
90 days.
YES X NO
___ ___
Common shares outstanding at September 30, 2001, 59,843,353.
PART I. FINANCIAL INFORMATION 2.
THE TIMKEN COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
Sept. 30 Dec. 31
2001 2000
ASSETS ---------- ----------
Current Assets (Thousands of dollars)
Cash and cash equivalents........................... $25,915 $10,927
Accounts receivable, less allowances,
(2001-$14,715; 2000-$11,259)........................ 371,878 354,972
Deferred income taxes............................... 47,080 43,094
Inventories (Note 2) ............................... 458,249 489,549
---------- ----------
Total Current Assets...................... 903,122 898,542Property, Plant and Equipment....................... 2,960,962 2,974,379
Less allowances for depreciation................... 1,653,556 1,610,607
---------- ----------
1,307,406 1,363,772Costs in excess of net assets of acquired business,
less amortization, (2001-$45,841; 2000-$41,228)..... 148,096 151,487
Intangible Pension Asset............................ 88,405 88,405
Other assets........................................ 87,039 61,899
---------- ----------
Total Assets.................................. $2,534,068 $2,564,105
========== ==========LIABILITIES
Current Liabilities
Accounts payable and other liabilities.............. $250,352 $239,182
Short-term debt and commercial paper................ 225,206 209,423
Accrued expenses.................................... 257,373 138,847
---------- ----------
Total Current Liabilities................. 732,931 587,452Noncurrent Liabilities
Long-term debt (Note 3) ............................ 365,142 305,181
Accrued pension cost................................ 81,697 237,952
Accrued postretirement benefits cost................ 413,993 394,097
Deferred income taxes............................... 8,248 11,742
Other noncurrent liabilities........................ 17,357 22,999
---------- ----------
Total Noncurrent Liabilities.............. 886,437 971,971Shareholders' Equity (Note 4)
Common stock........................................ 248,877 250,353
Earnings invested in the business................... 763,970 839,242
Accumulated other comprehensive income (loss)....... (98,147) (84,913)
---------- ----------
Total Shareholders' Equity................ 914,700 1,004,682 Total Liabilities and Shareholders' Equity.... $2,534,068 $2,564,105
========== ==========
PART I. FINANCIAL INFORMATION Continued 3.
THE TIMKEN COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Nine Months Ended Three Months Ended
Sept. 30 Sept. 30 Sept. 30 Sept. 30
2001 2000 2001 2000
---------- ---------- -------- --------
(Thousands of dollars, except per share data)
Net sales................................................... $1,873,603 $2,011,297 $577,698 $632,243
Cost of products sold....................................... 1,553,555 1,614,311 486,747 522,698
---------- ---------- -------- --------
Gross Profit............................................. 320,048 396,986 90,951 109,545Selling, administrative and general expenses................ 276,655 274,180 86,828 88,920
Impairment and restructuring charges (Note 5)............... 49,405 21,534 24,639 3,453
---------- ---------- -------- --------
Operating (Loss) Income.................................. (6,012) 101,272 (20,516) 17,172Interest expense............................................ (25,813) (22,774) (8,432) (8,081)
Interest income............................................. 1,670 2,844 573 1,735
Other expense............................................... (5,371) (7,628) (2,476) (1,388)
---------- ---------- -------- --------
(Loss) Income Before Income Taxes........................ (35.526) 73,714 (30,851) 9,438
Provision (benefit) for income taxes (Note 6)............... 7,358 28,749 (319) 1,753
---------- ---------- -------- --------
Net (Loss) Income........................................ $ (42,884) $ 44,965 $(30,532) $ 7,685
========== ========== ======== ======== Earnings Per Share * .................................... $(0.71) $0.74 $(0.51) $0.13
Earnings Per Share - assuming dilution **............... $(0.71) $0.74 $(0.51) $0.13
Dividends Per Share...................................... $0.54 $0.54 $0.18 $0.18
========== ========== ======== ========* Average shares outstanding............................... 59,979,699 60,733,288 59,958,690 60,283,189
** Average shares outstanding - assuming dilution........... 60,156,778 60,914,242 60,086,662 60,422,761
PART I. FINANCIAL INFORMATION Continued 4.
THE TIMKEN COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
Cash Provided (Used) Sept. 30 Sept. 30
2001 2000
-------- --------
OPERATING ACTIVITIES (Thousands of dollars)
Net (Loss) Income...................................... $(42,884) $44,965
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization......................... 114,015 113,566
(Credit) provision for deferred income taxes.......... (7,196) 4,504
Stock issued in lieu of cash to employee benefit
plans - net.......................................... (118) (769)
Non-cash portion of impairment and restructuring
charges.............................................. 40,344 17,010
Changes in operating assets and liabilities:
Accounts receivable.................................. (20,809) (50,421)
Inventories.......................................... 22,003 (66,607)
Other assets......................................... (26,297) (2,476)
Accounts payable and accrued expenses................ (49,773) 19,899
Foreign currency translation......................... 4,801 (1,420)
------- -------
Net Cash Provided by Operating Activities........... 34,086 78,251INVESTING ACTIVITIES
Purchases of property, plant and equipment - net...... (61,832) (92,392)
Acquisitions.......................................... (1,170) -
------- -------
Net Cash Used by Investing Activities............... (63,002) (92,392)FINANCING ACTIVITIES
Cash dividends paid to shareholders................... (32,388) (32,773)
Purchase of treasury shares - net..................... (1,358) (21,157)
Payments on long-term debt............................ (1,487) (2,987)
Proceeds from issuance of long-term debt.............. 76,110 3,478
Short-term debt activity - net........................ 4,828 79,659
------- -------
Net Cash Provided by Financing Activities........... 45,705 26,220Effect of exchange rate changes on cash................ (1,801) (1,064)
Increase in Cash and Cash Equivalents.................. 14,988 11,015
Cash and Cash Equivalents at Beginning of Period....... 10,927 7,906
------- -------
Cash and Cash Equivalents at End of Period............. $25,915 $18,921
======= =======
PART I. NOTES TO FINANCIAL STATEMENTS (Unaudited) 5.
Note 1 -- Basis of Presentation
The accompanying consolidated condensed financial statements (unaudited) for
the Timken Company (the "company") have been prepared in accordance with the
instructions to Form 10-Q and do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) and disclosures considered necessary
for a fair presentation have been included. For further information, refer to
the consolidated financial statements and footnotes included in the company's
annual report on Form 10-K for the year ended December 31, 2000.
9/30/01 12/31/00
Note 2 -- Inventories -------- ---------
(Thousands of dollars)
Finished products $182,768 $201,228
Work-in-process and raw materials 237,057 247,806
Manufacturing supplies 38,424 40,515
-------- --------
$458,249 $489,549
======== ========
An actual valuation of inventory under the LIFO method can be made only at the
end of each year based on the inventory levels and costs at that time.
Accordingly, interim LIFO calculations must necessarily be based on manage-
ment's estimates of expected year-end inventory levels and costs. Because
these are subject to many forces beyond management's control, interim results
are subject to the final year-end LIFO inventory valuation.Note 3 -- Long-term Debt 9/30/01 12/31/00
-------- ---------
(Thousands of dollars)
State of Ohio Pollution Control Revenue Refunding Bonds,
maturing on July 1, 2003. The variable interest
rate is tied to the bank's tax exempt weekly interest
rate. The rate at September 30, 2001 is 2.25%. $17,000 $17,000
State of Ohio Water Development Revenue Refunding
Bond, maturing on May 1, 2007. The variable interest
rate is tied to the bank's tax exempt weekly interest
rate. The rate at September 30, 2001 is 2.25%. 8,000 8,000
State of Ohio Air Quality and Water Development Revenue
Refunding Bonds, maturing on November 1, 2025. The
variable interest rate is tied to the bank's tax
exempt weekly interest rate. The rate at
September 30, 2001 is 2.25%. 21,700 21,700
State of Ohio Water Development Authority Solid Waste
Revenue Bonds, maturing on July 1, 2032. The
variable interest rate is tied to the bank's tax
exempt weekly interest rate. The rate at
September 30, 2001 is 2.45%. 24,000 24,000
Fixed Rate Medium-Term Notes, Series A, due at various
dates through May, 2028 with interest rates ranging
from 6.20% to 7.76%. 327,000 252,000
Other 8,984 9,455
-------- --------
406,684 332,155
Less: Current Maturities 41,542 26,974
-------- --------
$365,142 $305,181
======== ========
PART I. NOTES TO FINANCIAL STATEMENTS (Unaudited)
Continued 6.
Note 3 -- Long-term Debt (continued)
On August 21, 2001, the company issued $75 million of medium-term notes with an
effective interest rate of 6.75% maturing on August 21, 2006.
Note 4 -- Shareholders' Equity 9/30/01 12/31/00
-------- --------
Class I and Class II serial preferred stock (Thousands of dollars)
without par value:
Authorized -- 10,000,000 shares each class
Issued - none $ - $ -
Common Stock without par value:
Authorized -- 200,000,000 shares
Issued (including shares in treasury)
2001 - 63,082,626 shares
2000 - 63,082,626 shares
Stated Capital 53,064 53,064
Other paid-in capital 256,755 256,873
Less cost of Common Stock in treasury
2001 - 3,239,273 shares
2000 - 3,117,469 shares 60,942 59,584
-------- --------
$248,877 $250,353
======== ========
An analysis of the change in capital and earnings invested in the business is as follows: Common Stock Earnings Accumulated
Other Invested Other
Stated Paid-In in the Comprehensive Treasury
Capital Capital Business Income Stock Total
------- -------- -------- ---------- -------- ----------
(Thousands of dollars)
Balance December 31, 2000 $53,064 $256,873 $839,242 ($84,913) ($59,584) $1,004,682Net Loss (42,884) (42,884)
Foreign currency translation adjustment (13,338) (13,338)
Cumulative effect of change in method of
accounting (34) (34)
Change in fair value of derivative
financial instruments (159) (159)
Reclassification adjustments - contract
settlements 297 297
----------
Total comprehensive income (loss) (56,118)Dividends - $.54 per share (32,388) (32,388)
Purchase of 195,600 shares for treasury (2,795) (2,795)
Issuance of 73,796 shares from treasury
related to stock option and employee
benefit plans (118) 1,437 1,319
------- -------- -------- ---------- --------- ----------
Balance September 30, 2001 $53,064 $256,755 $763,970 ($98,147) ($60,942) $914,700
======= ======== ======== ========== ========= ==========The total comprehensive income (loss) for the three months ended September 30, 2001 and 2000 was $(31,832,000) and
$(636,000), respectively. Total comprehensive income for the nine months ended September 30, 2000 was $21,488,000.
PART I. NOTES TO FINANCIAL STATEMENTS (Unaudited) 7.
Continued
Note 5 -- Impairment and Restructuring Charges
The $55 million restructuring program announced in March 2000 concluded during
the first quarter of 2001, with total charges of $50.5 million recorded for
impairment, restructuring and reorganization charges. Of the $50.5 million
total charges recorded, $20.7 million were impairment charges, $14.1 million
were restructuring charges and the remaining $15.7 million were reorganization
charges classified as cost of products sold ($7.7 million) and selling,
administrative and general expenses ($8 million). During the third quarter of
2001, $0.9 million in restructuring expenses were reversed as a result of
severed associates making retirement elections and severance for certain Duston
employees being included in the restructuring program announced in April.
Payments of $12.7 million have been made to date with the remaining
$1.4 million expected to be disbursed by the end of 2001. The company expects
an annualized savings rate of $26 million before taxes before year-end.
Savings realized in 2001 through the third quarter approximate $20 million.
As a result of the initial restructuring program, the workforce has been
reduced by 700 positions, with 673 having exited through the end of the third
quarter of 2001 and the remainder expected to exit by the end of 2001.
In April 2001, the company announced a strategic global refocusing of its manu-
facturing operations to establish a foundation for accelerating the company's
growth initiatives. This second phase of the company's transformation will
create focused factories for each product line or component, replace specific
manufacturing processes with state-of-the-art processes through the company's
global supply chain, rationalize production to the lowest total cost plants
in the company's global manufacturing system and implement lean manufacturing
process redesign. The company intends to close bearing plants in Columbus,
Ohio and Duston, England, and to sell a tooling plant in Ashland, Ohio.
In light of the market weakness in the second and third quarters, the company
has stepped up the strategic refocusing of its manufacturing operations. This
will accelerate the previously announced closings of its bearing manufacturing
facilities in Columbus and Duston. The Columbus bearing plant ceased manu-
facturing operations on November 9, while the Duston plant is expected to close
in mid-2002. Also, additional cost-saving actions were announced by the
company in August. The company has taken steps to further reduce capital
spending, delay or scale back certain projects and reduce salaried employment.
The reductions will affect about 300 salaried associates and will be concen-
trated in North America and Western Europe. The majority of the affected
associates will depart the company by the end of December.
As a result of the plan announced in April, the company has targeted an annual-
ized pretax savings of approximately $100 million by the end of 2004. To
implement these actions, the company expects to take approximately $100 -
$110 million in severance, impairment and implementation charges over the next
two years.
PART I. NOTES TO FINANCIAL STATEMENTS (Unaudited) 8.
Continued
Note 5 -- Impairment and Restructuring Charges (continued)
The actual charges incurred for this program to date were $45.4 million. Of
the $45.4 million, $15.1 million were curtailment charges, $0.3 million related
to impaired assets, $26.6 million were severance expenses, $0.4 million were
exit costs, and the remaining $3.0 million were implementation charges
classified as cost of products sold ($1.3 million) and selling, administrative
and general expenses ($1.7 million). The curtailment charges of $15.1 million
were for the pension and postretirement benefits related to the shutdown of the
rail bearing plant in Columbus. The $26.6 million of severance costs and
$0.4 million in exit costs were related to the shutdown of the Columbus and
Duston plants as well as reductions in the salaried workforce. As of September
30, 2001, cash expenditures of $4.1 million have been made for severance
resulting in a remaining accrual balance of $22.5 million.
Since the announcement in April, 322 people at the Duston bearing plant,
Columbus rail bearing plant, Canadian Timken Ltd., and personnel included in
the worldwide salaried workforce reduction have exited the company as of
September 30, 2001 for whom severance has been paid. In addition, 160 people
have retired or voluntarily left the company through the end of the third
quarter. These positions have been eliminated.
Key elements of the second phase of restructuring and impairment charges by
segment as of the end of the third quarter are as follows (in millions of
dollars), taking into account third quarter accrual reversals:
Auto Industrial Steel Total
Restructuring: ------- ---------- ------- -------
Separation costs - operations $ 20.2 $ 0.3 $ - $ 20.5
Separation costs - administration 3.8 1.5 0.8 6.1
Exit costs 0.2 0.2 - 0.4
------- ---------- ------- -------
$ 24.2 $ 2.0 $ 0.8 $ 27.0Impaired assets:
Property, plant and equipment $ 0.3 $ - $ - $ 0.3
Special Charges:
SFAS 88/106 curtailment - operations $ - $ 2.6 $ - $ 2.6
SFAS 88/106 curtailment -
administration - 12.5 - 12.5
------- ---------- ------- -------
$ - $ 15.1 $ - $ 15.1Reversal of Separation costs $ (0.7) $ (0.2) $ - $ (0.9)
------- ---------- ------- -------
$ 23.8 $ 16.9 $ 0.8 $ 41.5
======= ========== ======= =======
PART I. NOTES TO FINANCIAL STATEMENTS (Unaudited) 9.
Continued
Note 6 -- Income Tax Provision Nine Months Ended Three Months Ended
Sept. 30 Sept. 30 Sept. 30 Sept. 30
2001 2000 2001 2000
-------- -------- -------- --------
U.S. (Thousands of dollars)
Federal $ 3,292 $15,622 $(1,949) $(3,219)
State & Local (395) 1,211 104 246
Foreign 4,461 11,916 1,526 4,726
------- ------- ------- -------
$ 7,358 $28,749 $ (319) $1,753
======= ======= ======= =======Although consolidated (loss) income before income taxes is a loss for the nine
months ended September 30, 2001, the company is recording consolidated tax
provision as a result of generating income in certain jurisdictions on which
taxes must be provided and losses in other jurisdictions which are not able to
be tax effected.
Note 7 -- Segment Information
In previous reporting periods, the company had two reportable segments con-
sisting of Bearings and Steel. Based on the company's reorganization into
global business units, management has determined that the Automotive Bearings
and Industrial Bearings segments meet the quantitative and qualitative
thresholds of a reportable segment as defined by SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information."
Automotive Bearings include products for passenger cars, light and heavy trucks
and trailers. Industrial Bearings include industrial, rail, aerospace and
super precision products as well as emerging markets in China, India and
Central and Eastern Europe. Steel products include steels of intermediate
alloy, vacuum processed alloys, tool steel and some carbon grades. The company
sells these steels in the form of tubes, bars and custom-made precision steel
components.
Prior quarter data has been restated to comply with the current year
presentation.
(Thousands of Dollars) Nine Months Ended Three Months Ended
Sept. 30 Sept. 30 Sept. 30 Sept. 30
Automotive Bearings 2001 2000 2001 2000
-------- -------- -------- --------
Net sales to external customers $565,761 $655,394 $176,518 $190,315
Depreciation and amortization 27,181 26,585 9,076 8,807
Impairment and restructuring charges 23,858 971 23,597 165
Earnings before interest and taxes (34,557) 25,358 (32,351) (2,556)Industrial Bearings
Net sales to external customers $678,041 $695,509 $214,130 $224,180
Depreciation and amortization 36,219 36,389 11,828 12,074
Impairment and restructuring charges 24,343 7,313 641 2,985
Earnings before interest amd taxes 4,422 40,715 6,186 9,860
PART I. NOTES TO FINANCIAL STATEMENTS (Unaudited) 10.
Continued
Note 7 -- Segment Information (continued)
(Thousands of Dollars) Nine Months Ended Three Months Ended
Sept. 30 Sept. 30 Sept. 30 Sept. 30
Steel 2001 2000 2001 2000
-------- -------- -------- --------
Net sales to external customers $629,801 $660,394 $187,050 $217,748
Intersegment sales 114,484 157,531 35,007 50,617
Depreciation and amortization 50,615 50,592 16,890 16,791
Impairment and restructuring charges 1,205 13,250 402 303
Earnings before interest and taxes 16,522 27,528 911 8,002Profit Before Taxes
Total EBIT for reportable segments (13,613) 93,601 (25,254) 15,306
Interest expense (25,813) (22,774) (8,432) (8,081)
Interest income 1,670 2,844 573 1,735
Intersegment adjustments 2,230 43 2,262 478
Income before income taxes (35,526) 73,714 (30,851) 9,438
Note 8 -- New Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board (FASB) issued Statements
of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and
No. 142, "Goodwill and Other Intangible Assets." Under SFAS No. 142, goodwill
and certain other intangible assets are no longer amortized but are reviewed
annually for impairment. If, based on the impairment reviews, the related
assets are found to be impaired, their carrying value is adjusted through a
charge to earnings. Intangible assets that are separable and have a definite
life will continue to be amortized over their useful lives. The company will
apply the new accounting rules for goodwill and other intangible assets
beginning in the first quarter of 2002. The company is currently evaluating
the implications of SFAS No. 142.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which provides guidance on the accounting for
the impairment or disposal of long-lived assets. SFAS No. 144 also provides
guidance on differentiating between assets held and used and assets to be
disposed of. The company will apply the new accounting rules for impairment
beginning January 1, 2002, and is evaluating the impact of adoption.
11.Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
- ---------------------
The Timken Company reported net sales of $577.7 million for the third quarter
of 2001, a decrease of 8.6% from $632.2 million in the third quarter of 2000.
The company reported a loss of $30.5 million for the third quarter of 2001
compared to net income of $7.7 million in the same quarter a year ago. In the
third quarter of 2001, the company incurred total pretax restructuring and
implementation charges of $27.2 million. These charges included $24.6 million
related to impairment and restructuring charges and $2.6 million related to
implementation expenses, which were reflected in the company's cost of products
sold and selling, administrative and general expenses for the quarter. The
third quarter of 2000 included pretax charges of $6.0 million. Of this,
$3.5 million represented impairment and restructuring charges and $2.5 million
represented implementation charges.
Continuing weakness in global automotive and industrial demand and the U.S.
manufacturing recession caused the decreased sales and profits for the third
quarter. The effect of the strong dollar on key global markets continues to
be negative. The events of September 11 have created pressure on the U.S.
economy and the effect of those events will become more apparent in the
fourth quarter. During the third quarter of 2001, the company's sales fell
to the lowest point since 1995. In the third quarter of 2000, the company
experienced declining demand in key sectors, including North American heavy
truck and rail, as well as inventory balancing in the North American light
truck and SUV market. Additionally, industrial and aerospace sales in the
third quarter of 2000 were relatively flat.
Gross profit was $91.0 million (15.7% of net sales) in the third quarter of
2001, compared to $109.5 million (17.3% of net sales) in the third quarter of
2000. The impact of the lower sales volume, fueled by weakened automotive and
industrial product demand as well as reduced operating levels to control inven-
tory reduced profitability in the third quarter of 2001 compared with the same
period a year ago. The utilization of the company's steel plants is at the
lowest level since 1991.
Selling, administrative and general expenses were $86.8 million (15.0% of net
sales) in the third quarter of 2001, compared to $88.9 million (14.1% of net
sales) recorded in the same quarter a year ago. In addition, selling, admini-
strative and general expenses decreased $6.5 million from the second quarter
2001. Although selling, administrative and general expenses increased as a
percentage of net sales as a result of the lower sales volume, expenses de-
creased from third quarter 2000 as a result of various cost-cutting measures
implemented in the third quarter of 2001 as well as lower spending on growth
initiatives.
The $55 million restructuring program announced in March 2000 concluded during
the first quarter of 2001, with total charges of $50.5 million recorded for
impairment, restructuring and reorganization. Of the $50.5 million total
charges recorded during the period of March 2000 through March 2001,
$20.7 million were impairment expenses, $14.1 million related to restructuring
12.Management's Discussion and Analysis of Financial Condition and Results of
Operations (cont.)
expenses, and $15.7 million were reorganization expenses. During the third
quarter of 2001, $0.9 million in restructuring expenses were reversed as a
result of severed associates making retirement elections and severance for
certain Duston employees being included in the restructuring program announced
in April. Payments of $12.7 million have been made to date with the remaining
$1.4 million expected to be disbursed by the end of 2001. The company expects
an annualized savings rate of $26 million before taxes before year-end.
Savings realized in 2001 through the end of the third quarter approximate
$20 million. As a result of the initial restructuring program, the workforce
has been reduced by 700 positions, with 673 having exited through the end of
the third quarter of 2001 and the remainder expected to exit by the end of
2001.
In April 2001, the company announced a strategic global refocusing of its manu-
facturing operations to establish a foundation for accelerating the company's
growth initiatives. This second phase of the company's transformation will
create focused factories for each product line or component, replace specific
manufacturing processes with state-of-the-art processes through the company's
global supply chain, rationalize production to the lowest total cost plants in
the company's global manufacturing system and implement lean manufacturing
process redesign to continue to improve quality and productivity. The company
intends to close bearing plants in Columbus, Ohio, and Duston, England, and to
sell a tooling plant in Ashland, Ohio. These changes will affect production
processes and employment as the company reduces positions by about 1,500 during
the next two years.
In light of the market weakness in the second and third quarters, the company
has stepped up the strategic refocusing of its manufacturing operations. This
will accelerate the previously announced closings of its bearing manufacturing
facilities in Columbus, Ohio and Duston, England. The Columbus bearing plant
ceased manufacturing operations on November 9, while the Duston plant is
expected to close in mid-2002. Also, additional cost-saving actions were
announced by the company in August. The company has taken steps to further
reduce capital spending, delay or scale back certain projects and reduce
salaried employment. The reductions will affect about 300 salaried associates
and will be concentrated in North America and Western Europe. The majority of
the affected associates will depart the company by the end of December.
As a result of the plan announced in April, the company has targeted an
annualized pretax rate of savings of approximately $100 million by the end of
2004. To implement these actions, the company expects to take approximately
$100 - $110 million in severance, impairment and implementation charges over
the next two years.
The actual charges incurred for this program to date total $45.4 million. Of
the $45.4 million, $15.1 million were curtailment charges, $0.3 million related
to impaired assets, $26.6 million were severance expenses, $0.4 million were
exit costs, and the remaining $3.0 million were implementation charges
classified as cost of products sold ($1.3 million) and selling, administrative,
13.Management's Discussion and Analysis of Financial Condition and Results of
Operations (cont.)
and general expenses ($1.7 million). The curtailment charges of $15.1 million
were for the pension and postretirement benefits related to the shutdown of the
rail bearing plant in Columbus. The $26.6 million of severance costs and
$0.4 million in exit costs were related to the shutdown of the Columbus plant
and the Duston plant as well as reductions in the salaried workforce. As of
September 30, 2001, cash expenditures of $4.1 million have been made for
severance, resulting in a remaining accrual balance of $22.5 million.
Since the announcement in April, 322 people at the Duston bearing plant,
Columbus rail bearing plant, Canadian Timken Ltd., and personnel included in
the worldwide salaried workforce reduction have exited the company as of
September 30, 2001 for whom severance has been paid. In addition, 160 people
have retired or voluntarily left the company through the end of the third
quarter. These positions have been eliminated.
Other expense reflected higher expense in the third quarter of 2001 compared
to the same period a year ago primarily due to losses on sale of fixed assets.
Although consolidated operations before taxes reflect a loss for the nine
months ended September 30, 2001, the company is recording a consolidated tax
provision as a result of generating income in certain jurisdictions on which
taxes must be provided and losses in other jurisdictions which are not able to
be tax effected.
Automotive Bearings
The Automotive Bearings Business includes products for passenger cars, light
and heavy trucks and trailers. The decline in global automotive markets that
began in the second half of 2000 continues to negatively impact sales of
automotive bearings in the third quarter of 2001. Global Automotive Bearings'
sales for the third quarter of 2001 fell 7.2% to $176.5 million from
$190.3 million in the third quarter of 2000. Third quarter 2001 North American
automotive bearings sales were down about 9% from the same period a year ago,
reflecting weakening production rates. Vehicle production is projected to
remain below last year's levels for the fourth quarter. In the light truck
segment, although vehicle production is up 3% as compared to the third quarter
of 2000, production is projected to decrease slightly in the fourth quarter
from 2001's third quarter levels. Passenger car production is down about 6%
over last year's levels and is projected to soften in the fourth quarter. In
the third quarter of 2001, medium and heavy truck production is down 14% and
truck trailer production is down about 40% compared to third quarter 2000
levels. In Europe, automotive bearing sales decreased about 9% compared to
third quarter 2000 with comparable percentage decreases in car and truck
production. A new North American program launch is expected in the fourth
quarter with three more planned next year.
Excluding $24.4 million and $0.5 million in restructuring and implementation
charges for the third quarters of 2001 and 2000, respectively, and before
interest and taxes, Automotive Bearings' had a loss of $7.9 million compared
14.Management's Discussion and Analysis of Financial Condition and Results of
Operations (cont.)
to a loss of $2.1 million in 2000's third quarter. Adjusted for these charges,
Automotive Bearings' had a loss before interest and taxes of $32.3 million
compared with a loss before interest and taxes of $2.6 million in the third
quarter of 2000. The decline in EBIT resulted from lower sales volume compared
to the same period a year ago, reduced plant activity resulting in higher
unabsorbed manufacturing costs and higher electricity and natural gas costs.
Automotive Bearings' selling, administrative and general expenses in the third
quarter of 2001 were slightly higher than the third quarter a year ago. In
2001, the third quarter favorable accrual adjustment for performance-based pay
was significantly less than the adjustment recorded in the same period a year
ago. During the first half of 2000, the company experienced strong sales and
EBIT performance causing performance-based pay reserves to remain at expected
payout levels. However, when sales and EBIT performance weakened in the third
quarter causing lowered expectations for the remainder of the year, the company
recorded a significant favorable accrual adjustment. During 2001, weak
economic conditions have caused performance-based pay reserves to be maintained
at a low level throughout the year.
Industrial Bearings
The Industrial Bearings Business includes industrial, rail, aerospace and super
precision products as well as emerging markets in China, India and Central and
Eastern Europe. Industrial Bearings' net sales were $214.1 million, a decrease
of 4.5% over the third quarter 2000 net sales of $224.2 million. North
American industrial demand continued to weaken over the quarter and rail
markets were flat at consistently low activity levels. Although sales in the
third quarter of 2001 for industrial products in Europe increased about 16%,
the demand was not enough to offset the decrease in sales for industrial pro-
ducts in North America and the rest of the world. Aerospace and super
precision sales increased significantly over the third quarter of 2000.
Approximately 70% of aerospace and super precision sales are related to aero-
space. This business serves both the military and commercial aerospace
sectors. The events of September 11 resulted in certain commercial aerospace
customers requesting production order schedule delays from fourth quarter 2001
to first and second quarters of 2002. Conversely, certain program-specific
military customers requested increases to or new product requirements in the
fourth quarter of 2001 and beyond. The decreased orders from commercial aero-
space customers are not completely offset by the increased military customer
orders. Overall, the company expects a 10% reduction in fourth quarter aero-
space bearing shipments as a result. Sales of industrial products in Europe
are beginning to show signs of weakening as other geographic areas have
experienced during the year. The outlook for North American sales remains weak
through early 2002. In addition, North American rail sales are expected to
remain weak during the fourth quarter of 2001 and into early 2002.
Excluding $2.4 million and $5.0 million in restructuring and implementation
charges for the third quarters of 2001 and 2000, respectively, Industrial
Bearings' EBIT was $8.6 million, down from $14.9 million in third quarter of
15.Management's Discussion and Analysis of Financial Condition and Results of
Operations (cont.)
2000. Including these charges, Industrial Bearings' EBIT for the third quar-
ter was $6.2 million, compared to $9.9 million in the third quarter of 2000.
Lower sales volume, unfavorable product mix, higher electricity and natural gas
costs and lowered production levels reduced profitability in the third quarter
of 2001, compared to the same period a year ago. Improved EBIT performance in
aerospace and super precision was not enough to offset the decline in profit-
ability experienced in the overall Industrial Bearings' segment.
Industrial Bearings' selling, administrative and general expenses in the third
quarter of 2001 were slightly lower compared to the same period a year ago.
Although the reserve for doubtful accounts increased as a result of heightened
concern regarding a specific rail customer's recent bankruptcy filing, this
increase was more than offset by the cost savings associated with various cost-
reduction programs implemented by the business during the quarter.
Steel
Steel's net sales, including intersegment sales, decreased 17.2% to
$222.0 million from $268.4 million a year ago. Weaker customer demand in the
third quarter of 2001 led to lower sales in nearly all steel business segments.
The exception was sales to aerospace customers, which increased in the third
quarter compared to the same period a year ago as well as the first half of
2001. Sales to automotive customers decreased about 18% quarter over quarter,
while sales to external bearing customers decreased about 32% in the third
quarter of 2001 compared to third quarter of 2000. Imports continue to
negatively affect the steel business by lowering market prices in the U.S.
In addition, the strong U.S. dollar continues to hurt steel business
competitiveness in global markets.
In general, steel demand across most business sectors is expected to remain
weak in the fourth quarter of 2001. Some industries may lower their production
schedules prior to year-end to reposition inventories for lower overall demand.
The energy industry may experience lower sales in the fourth quarter as a
result of falling energy prices and reductions in drilling programs. The
outlook for early 2002 is very uncertain. The company does not expect a
significant increase in steel demand in the first quarter of 2002.
Excluding Steel's portion of the restructuring and reorganization charges of
$0.4 million, Steel's EBIT for the third quarter of 2001 was $1.3 million.
This compares with EBIT of $8.5 million in the third quarter of 2000, excluding
restructuring and reorganization charges of $0.5 million. Including
restructuring and reorganization charges, Steel EBIT was $0.9 million, compared
to $8.0 million a year ago. Due to pressure from imports, Steel has had to
lower prices to maintain market share in certain segments, resulting in lower
margins. The decline in EBIT was primarily due to lower sales volume and
reduced operating levels in response to market conditions. However, continued
cost-cutting actions and lower raw material and energy costs in the third
quarter of 2001 compared to the same year ago period favorably impacted EBIT
16.Management's Discussion and Analysis of Financial Condition and Results of
Operations (cont.)
performance. Although the average unit cost for natural gas increased about
17% as compared to the same period a year ago, the reduced operating levels
caused natural gas consumption in the third quarter of 2001 to be lower than
2000.
Steel's selling, administrative and general expenses in the third quarter of
2001 decreased approximately 13% compared to the same period a year ago.
Although there were increased marketing and engineering costs associated with
the joint venture with Axicon Technologies, Inc. announced in May, this was
offset by the cost savings associated with various cost-reduction programs
implemented by the business during the quarter.
Financial Condition
- -------------------
Total assets as shown on the Consolidated Condensed Balance Sheets decreased
by approximately $30 million from December 31, 2000. Inventory balances at the
end of the third quarter decreased approximately 6% compared to year-end 2000
levels. The number of days' supply in inventory as of September 30, 2001 was
unchanged compared to 108 days as of December 31, 2000. Bearings' number of
days' supply in inventory increased two days while Steel's inventory decreased
two days. The increase in Bearings' inventories was primarily impacted by the
annual change in standard costs and the physical inventory adjustment. The
decrease in Steel's inventories was a result of reduced operating levels to
bring inventory levels more in line with demand, which more than offset the
physical inventory adjustment. Accounts receivable have increased by
$16.9 million since December 31, 2000. The increase is due primarily to the
temporary slowing of customer payments. The number of days' sales in
receivables at September 30, 2001 was 55 days, compared to 53 days as of
December 31, 2000. Bearings' number of days' sales in receivables increased
two days while Steel's accounts receivable increased one day.
As shown on the Consolidated Condensed Statement of Cash Flows, the decrease in
inventories provided $22.0 million of cash during the first nine months of
2001. Other assets used $26.2 million of cash in the first nine months of
2001, primarily as a result of the company funding affiliations and joint
ventures, such as the previously announced Brazilian joint venture with another
bearing manufacturer and e-business joint ventures in the United States and
Europe. Cash was used as a result of a $49.8 million decrease in accounts
payable and accrued expenses. Accounts payable and accrued liabilities
increased from December 31, 2000 as a result of recording higher accruals in
2001 for postretirement benefits, severance and federal income and other taxes.
The cash flow effect of this increase in accruals was offset by the non-cash
impact of the severance accrual recorded in the third quarter related to the
Duston plant closing, and the severance and postretirement benefit reserves
recorded in the second quarter related to the closing of the Columbus rail
bearing plant. The costs associated with the closing of the Columbus and
Duston plants were included in the restructuring announced in April 2001.
Purchases of property, plant and equipment, net used $61.8 million of cash
17.Management's Discussion and Analysis of Financial Condition and Results of
Operations (cont.)
in the first nine months of 2001, below the $92.4 million spent during the same
period in 2000. The company expects 2001 capital spending for maintenance and
replacement to be below 2000 levels even taking into account the initiatives
related to the strategic refocusing of the company's manufacturing operations.
The 39.2% debt-to-total-capital ratio at September 30, 2001 was higher than the
33.9% at year-end 2000. Debt increased by $75.7 million during the first nine
months, to $590.3 million at September 30, 2001. The increase in total debt was
used primarily to fund increases to working capital and to fund capital
expenditures related to the manufacturing strategy initiatives. On August 21,
2001, the company issued $75 million in medium-term notes, and the proceeds
were used to pay down outstanding commercial paper. The company expects that
any cash requirements in excess of cash generated from operating activities
will be met by short-term borrowing and issuance of medium-term notes. The
company continues to monitor working capital and decrease capital and other
discretionary spending. The company continues to value the importance of a
strong credit profile.
Total shareholders' equity has decreased by approximately $90 million since
December 31, 2000. The decrease in equity was primarily the result of a net
loss of $42.9 million, a non-cash foreign currency translation adjustment of
$13.3 million and the payment of $32.4 million in dividends. The majority of
the increase in the foreign currency translation adjustment was a result of
the fluctuation in exchange rates for currencies such as the British pound,
Euro, South African rand, Canadian dollar and Brazilian real. Effective
January 1, 2001, the company adopted Statement of Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities." The adoption
of this standard did not have a significant effect on the company's financial
position or result of operations.
During the third quarter of 2001, the company purchased 195,600 shares of its
common stock to be held in treasury as authorized under the company's 2000
common stock purchase plan. This plan authorizes the company to buy in the
open market or in privately negotiated transactions up to 4 million shares of
common stock, which are to be held as treasury shares and used for specified
purposes. The company may exercise this authorization until December 31, 2006.
The company does not plan to be active in repurchasing shares under this plan
in the near-term.
Other Information
- -----------------
In the second quarter of 2000, the U.S. International Trade Commission (ITC)
voted to revoke the industry's antidumping orders on imports of tapered roller
bearings from Japan, Romania and Hungary. The ITC determined that revocation
of the antidumping duty orders on tapered roller bearings from those countries
was not likely to lead to continuation or recurrence of material injury to the
domestic industry within a reasonably foreseeable time. The ITC upheld the
antidumping duty order against China. The company has filed an appeal of the
18.Management's Discussion and Analysis of Financial Condition and Results of
Operations (cont.)
ITC's decision regarding Japan. If following the revocation of the orders and
contrary to the ITC's finding, injurious dumping from these countries continues
or recurs, the improved conditions of trade of tapered roller bearings in the
U.S., which resulted from the orders, could deteriorate. If injurious dumping
does occur, such dumping could have a material adverse effect on the company's
business, financial condition or results of operations. The company would
explore alternatives to remedy this material adverse effect as the law provides
for expedited investigations in cases where an order was revoked as a result of
this review.
The ITC separately extended the antidumping duty orders on ball bearings from
Germany, France, Japan and several other countries. These extended orders
should continue to provide the company's aerospace business with fair
competition for these products in the U.S.
In June 2001, President Bush directed the ITC to initiate an investigation on
steel imports under Section 201 of U.S. trade law, urging multi-lateral
negotiations to reduce global excess steel capacity and calling for multi-
lateral negotiations to address market-distorting factors in the world steel
trade. Steel contributed to the investigation by completing the ITC
questionnaires. In late October, the ITC voted and affirmed that injury had
been caused related to hot rolled and cold finished bars as well as tool
steels. The final remedies from the recent Section 201 filings are not
expected to be implemented before the first quarter of 2002.
Assets and liabilities of subsidiaries, other than Timken Romania, which is
considered to operate in a highly inflationary economy, are translated at the
rate of exchange in effect on the balance sheet date; income and expenses are
translated at the average rates of exchange prevailing during the quarter.
Related translation adjustments are reflected as a separate component of
accumulated other comprehensive income (loss). Foreign currency gains and
losses resulting from transactions and the translation of financial statements
are included in the results of operations.
Foreign currency exchange losses included in the company's operating results
for the first nine months of 2001 totaled $5.6 million, compared to
$2.9 million in the same year-ago period. The increase in translation losses
is related to continued weakening of European currencies against a strong U.S.
dollar and the devaluation of the Brazilian Real in the first nine months of
2001. Also, for the first nine months of 2001, the company recorded a non-cash
foreign currency translation adjustment of $13.3 million that reduced share-
holders' equity, compared to a non-cash foreign currency translation adjustment
of $23.4 million that decreased equity in the first nine months of 2000.
Continued weakening of currencies in many of the countries in which the company
operates caused the impact of negative foreign currency adjustments in the
first nine months of 2001.
19.Management's Discussion and Analysis of Financial Condition and Results of
Operations (cont.)
On November 2, 2001, the Board of Directors declared a quarterly cash dividend
of $.13 per share payable December 3, 2001 to shareholders of record as of
November 16, 2001. This is the 318th consecutive dividend paid on the common
stock of the company. This dividend decrease of $.05 is consistent with the
company's policy of maintaining financial strength in response to the weakness
currently experienced in the manufacturing sector.
In November 2001, the company announced that it acquired Lecheres Industries
SAS, the parent company of Bamarec S.A., a precision component manufacturer
based in France.
In June 2001, the Financial Accounting Standards Board (FASB) issued Statements
of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and
No. 142, "Goodwill and Other Intangible Assets." Under SFAS No. 142, goodwill
and certain other intangible assets are no longer amortized but are reviewed
annually for impairment. Intangible assets that are separable and have a
definite life will continue to be amortized over their useful lives. If, based
on the impairment reviews, the related assets are found to be impaired, their
carrying value is adjusted through a charge to earnings. The company will
apply the new accounting rules for goodwill and other intangible assets
beginning in the first quarter of 2002. The company is currently evaluating
the implications of SFAS No. 142. In August 2001, the FASB issued SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which
provides guidance on the accounting for the impairment or disposal of long-
lived assets. SFAS No. 144 also provides guidance on differentiating between
assets held and used and assets to be disposed of. The company will apply the
new accounting rules for impairment beginning January 1, 2002, and is
evaluating the impact of adoption.
On December 31, 1998, certain countries that are members of the European Union
irrevocably fixed the conversion rates between their national currencies and a
common currency, the "Euro." The participating countries' former national
currencies will continue to exist until January 1, 2002. The company has been
evaluating the business implications of conversion to the Euro, including the
need to adapt internal systems to accommodate the various Euro-denominated
transactions, the competitive implications of cross-border pricing and other
strategic issues. The company established an Euro project team to manage the
changes required to conduct business operations in compliance with Euro-related
regulations. As of the third quarter of 2001, the Euro conversion has not had
a material impact on the company's financial condition or results of operations
for subsidiaries. All of the company's affected subsidiaries have been
converted as of September 30, 2001, except for the acquisition announced in
November.
Certain statements set forth in this document (including the company's fore-
casts, beliefs and expectations) that are not historical in nature are
"forward-looking" statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The company cautions readers that actual
20.Management's Discussion and Analysis of Financial Condition and Results of
Operations (cont.)
results may differ materially from those projected or implied in forward-
looking statements made by or on behalf of the company due to a variety of
important factors, such as:
a) changes in world economic conditions, including additional adverse effects
from terrorism or hostilities. This includes the potential instability of
governments and legal systems in countries in which the company or its
customers conduct business and significant changes in currency valuations.b) the effects of changes in customer demand on sales, product mix, and
prices. This includes the effects of customer strikes, the impact of
changes in industrial business cycles and whether conditions of fair trade
continue in the U.S. market, in light of the ITC voting in second quarter
2000 to revoke the antidumping orders on imports of tapered roller
bearings from Japan, Romania and Hungary.c) competitive factors, including changes in market penetration, increasing
price competition by existing or new foreign and domestic competitors, the
introduction of new products by existing and new competitors, and new
technology that may impact the way the company's products are sold or
distributed.d) changes in operating costs. This includes the effect of changes in the
company's manufacturing processes; changes in costs associated with
varying levels of operations; changes resulting from inventory management
and cost reduction initiatives and different levels of customer demands;
the effects of unplanned work stoppages; changes in the cost of labor and
benefits; and the cost and availability of raw materials and energy.e) the success of the company's operating plans, including its ability to
achieve the benefits from its global restructuring, manufacturing trans-
formation, and administrative cost reduction as well as its ongoing con-
tinuous improvement and rationalization programs; its ability to integrate
acquisitions into company operations; the ability of acquired companies to
achieve satisfactory operating results; its ability to maintain
appropriate relations with unions that represent company associates in
certain locations in order to avoid disruptions of business and its
ability to successfully implement its new organizational structure.f) unanticipated litigation, claims or assessments. This includes claims or
problems related to intellectual property, product warranty and environ-
mental issues.g) changes in worldwide financial markets, to the extent they affect the
company's ability or costs to raise capital, have an impact on the overall
performance of the company's pension fund investments and/or cause changes
in the economy which affect customer demand.The company undertakes no obligation to publicly update or revise any forward-
looking statement, whether as a result of new information, future events or
otherwise.
21.
Part II. OTHER INFORMATIONItem 1. Legal Proceedings
On May 22, 2001, eight current or former employees of the company
filed a lawsuit in the Court of Common Pleas, Stark County, Ohio
against the company and fifteen current or former employees of the
company. The lawsuit was removed to the United States District
Court, Norther District of Ohio, Eastern Division on June 20, 2001.
The lawsuit alleges, among other things, sexual harassment and em-
ployment discrimination. The plaintiffs seek compensatory and puni-
tive damages of approximately $95 million. During the third quarter of 2001, this case was dismissed, without
prejudice, pursuant to a sua sponte order of the presiding judge.Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a). Exhibits
10 Consulting Agreement entered into with e-Solutions.biz,
LLC (Thomas W. Strouble, Owner and principal) 11 Computation of Per Share Earnings
12 Computation of Ratio of Earnings to Fixed Charges
(b) Reports on Form 8-K:
On August 30, 2001, the company filed a Form 8-K regarding
Other Events and Regulation FD Disclosure, which contained
estimated market data and industry trend information relating
to a number of industry segments in which the company sells
bearing and steel products. No financial statements were
filed. On October 17, 2001, the company filed a Form 8-K regarding
Other Events and Regulation FD Disclosure, which contained
estimated market data and industry trend information relating
to a number of industry segments in which the company sells
bearing and steel products. No financial statements were
filed.
22.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
The Timken Company
_______________________________
Date November 13, 2001 BY /s/ W. R. Timken, Jr.
________________________ _______________________________
W. R. Timken, Jr.,
Director and Chairman;
Chief Executive Officer
Date November 13, 2001 BY /s/ G. E. Little
________________________ _______________________________
G. E. Little
Senior Vice President - Finance