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(1) Description of Business
Watts Water Technologies, Inc. (the Company), through its subsidiaries, designs, manufactures and sells products and solutions that manage and conserve the flow of fluids and energy into, through and out of buildings in the residential and commercial markets, predominantly in the Americas and Europe, Middle East and Africa (EMEA) and Asia-Pacific.
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(2) Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its majority and wholly owned subsidiaries. Upon consolidation, all significant intercompany accounts and transactions are eliminated.
Cash Equivalents
Cash equivalents consist of instruments with remaining maturities of three months or less at the date of purchase and consist primarily of certificates of deposit and money market funds, for which the carrying amount is a reasonable estimate of fair value.
Allowance for Doubtful Accounts
Allowance for doubtful accounts includes reserves for bad debts, sales returns and allowances and cash discounts. The Company analyzes the aging of accounts receivable, individual accounts receivable, historical bad debts, concentration of receivables by customer, customer credit worthiness, current economic trends, and changes in customer payment terms. The Company specifically analyzes individual accounts receivable and establishes specific reserves against financially troubled customers. In addition, factors are developed in certain regions utilizing historical trends of sales and returns and allowances and cash discount activities to derive a reserve for returns and allowances and cash discounts.
Concentration of Credit
The Company sells products to a diversified customer base and, therefore, has no significant concentrations of credit risk. In 2015, 2014, and 2013, no customer accounted for 10% or more of the Company's total sales.
Inventories
Inventories are stated at the lower of cost or market, using primarily the first-in, first-out method. Market value is determined by replacement cost or net realizable value. Historical usage is used as the basis for determining the reserve for excess or obsolete inventories.
Goodwill and Other Intangible Assets
Goodwill is recorded when the consideration paid for acquisitions exceeds the fair value of net tangible and intangible assets acquired. Goodwill and other intangible assets with indefinite useful lives are not amortized, but rather are tested at least annually for impairment.
The changes in the carrying amount of goodwill by geographic segment are as follows:
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Year Ended December 31, 2015 |
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Gross Balance |
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Accumulated Impairment Losses |
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Net Goodwill |
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Balance |
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Acquired |
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Foreign |
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Balance |
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Balance |
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Impairment |
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Balance |
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December 31, |
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(in millions) |
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Americas |
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$ |
398.0 |
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— |
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(6.8 |
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391.2 |
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$ |
(24.5 |
) |
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— |
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(24.5 |
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366.7 |
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EMEA |
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265.5 |
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— |
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(26.9 |
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238.6 |
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— |
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(129.7 |
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(129.7 |
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108.9 |
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Asia-Pacific |
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12.9 |
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12.9 |
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0.5 |
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26.3 |
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(12.9 |
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— |
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(12.9 |
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13.4 |
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Total |
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$ |
676.4 |
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12.9 |
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(33.2 |
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656.1 |
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$ |
(37.4 |
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(129.7 |
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(167.1 |
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489.0 |
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Year Ended December 31, 2014 |
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Gross Balance |
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Accumulated Impairment Losses |
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Net Goodwill |
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Balance |
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Acquired |
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Foreign |
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Balance |
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Balance |
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Impairment |
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Balance |
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December 31, |
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(in millions) |
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Americas |
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$ |
224.7 |
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$ |
174.3 |
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$ |
(1.0 |
) |
$ |
398.0 |
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$ |
(24.5 |
) |
$ |
— |
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$ |
(24.5 |
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$ |
373.5 |
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EMEA |
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301.3 |
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— |
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(35.8 |
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265.5 |
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— |
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— |
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— |
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265.5 |
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Asia-Pacific |
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13.3 |
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— |
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(0.4 |
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12.9 |
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— |
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(12.9 |
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(12.9 |
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— |
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Total |
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$ |
539.3 |
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$ |
174.3 |
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$ |
(37.2 |
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$ |
676.4 |
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$ |
(24.5 |
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$ |
(12.9 |
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$ |
(37.4 |
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$ |
639.0 |
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On November 30, 2015, the Company completed the acquisition of 80% of the outstanding shares of Apex Valves Limited ("Apex"), a New Zealand company, with a commitment to purchase the remaining 20% ownership within three years of closing. The aggregate purchase price was approximately $20.4 million and the Company recorded a liability of $5.5 million as the estimate of the acquisition date fair value on the contractual call option to purchase the remaining 20%. The Company accounted for the transaction as a business combination. The Company completed a purchase price allocation that resulted in the recognition of $12.9 million in goodwill and $10.1 million in intangible assets.
On December 1, 2014, the Company completed the acquisition of AERCO International, Inc. ("AERCO"), in a share purchase transaction. The aggregate purchase price recorded, including an estimated working capital adjustment, was approximately $272.2 million and was subject to a final post-closing working capital adjustment. The Company accounted for the transaction as a business combination and the acquisition was financed from a borrowing under the Company's Credit Agreement. The Company completed a purchase price allocation that resulted in the recognition of $174.3 million in goodwill and $102.4 million in intangible assets as of December 31, 2014. In 2015, the working capital adjustment was finalized resulting in a total purchase price of $271.5 million and the recognition of $173.3 million in goodwill.
During the second quarter of 2015, $4.1 million of goodwill in the Americas segment was reclassified to assets held for sale and included in the net assets sold during the third quarter of 2015. This reduction to goodwill was included in the "Foreign Currency Translation and Other" category in the table above. Refer to Note 5 Sale of Business, for further discussion.
Impairment of Goodwill and Long-Lived Assets
Goodwill is tested for impairment at least annually or more frequently if events or circumstances indicate that it is "more likely than not" that goodwill might be impaired, such as a change in business conditions. The Company performs its annual goodwill impairment assessment in the fourth quarter of each year.
In the fourth quarter of 2015, the Company performed a quantitative impairment analysis for the EMEA reporting unit in connection with the annual strategic plan and due to the underperformance to budget, primarily caused by the continued challenging European macroeconomic environment. The Company estimated the fair value of the reporting unit using a weighted calculation of the income approach and the market approach. The income approach calculated the present value of expected future cash flows and included the impact of recent underperformance of the reporting unit due to the continued challenging macroeconomic environment in Europe and our lowered expectations for the reporting unit going forward included in the strategic plan. The guideline public company method (market approach) calculated estimated fair values based on valuation multiples derived from stock prices and enterprise values of publicly traded companies that are comparable to our Company. In the second step of the impairment test, the carrying value of the goodwill exceeded the implied fair value of goodwill, resulting in a pre-tax impairment charge of $129.7 million. There was a tax benefit associated with the impairment of $3.4 million, resulting in a net impairment charge of $126.3 million.
As of the end of the fourth quarter of 2014, management determined that it was "more likely than not" that a significant portion of the Asia-Pacific reporting unit's third-party and intersegment net sales were expected to decline as a result of the initial phase of the Americas and Asia-Pacific transformation and restructuring program. Based on this factor, the Company performed a quantitative impairment analysis for the Asia-Pacific reporting unit. The Company completed a fair value assessment of the net assets of the reporting unit and recorded an impairment of $12.9 million in the fourth quarter of 2014. The Company estimated the fair value of the reporting unit using the present value of expected future cash flows that reflect the impact of certain product line rationalization efforts associated with the initial phase of the Americas and Asia-Pacific transformation and restructuring program, including the sale of certain assets. In the second step of the impairment test, the carrying value of the goodwill exceeded the implied fair value of goodwill, resulting in a full impairment. There was no tax benefit associated with the impairment and the $12.9 million charge eliminated all goodwill on the Asia-Pacific reporting unit.
Indefinite-lived intangibles are tested for impairment at least annually or more frequently if events or circumstances, such as a change in business conditions, indicate that it is "more likely than not" that an intangible asset might be impaired. The Company performs its annual indefinite-lived intangibles impairment assessment in the fourth quarter of each year. For the 2015, 2014 and 2013 impairment assessments, the Company performed quantitative assessments for all indefinite-lived intangible assets. The methodology employed was the relief from royalty method, a subset of the income approach. Based on the results of the assessment, the Company recognized non-cash pre-tax impairment charges in 2015, 2014 and 2013 of approximately $0.6 million, $1.3 million and $0.7 million, respectively. The impairment charge of $0.6 million consists of a $0.5 million impairment charge for a trade name in the Americas segment and a $0.1 million impairment charge for a trade name in the EMEA segment. The impairment charge of $1.3 million in 2014 consists of a $0.5 million impairment charge for a trade name in the Americas segment and a $0.8 million impairment charge for a trade name in the EMEA segment. The gross carrying amount in the table below reflects the impairment charges.
Intangible assets with estimable lives and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of intangible assets with estimable lives and other long- lived assets is measured by a comparison of the carrying amount of an asset or asset group to future net undiscounted pretax cash flows expected to be generated by the asset or asset group. If these comparisons indicate that an asset is not recoverable, the impairment loss recognized is the amount by which the carrying amount of the asset or asset group exceeds the related estimated fair value. Estimated fair value is based on either discounted future pretax operating cash flows or appraised values, depending on the nature of the asset. The Company determines the discount rate for this analysis based on the weighted average cost of capital using the market and guideline public companies for the related businesses and does not allocate interest charges to the asset or asset group being measured. Judgment is required to estimate future operating cash flows.
Intangible assets include the following:
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December 31, |
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2015 |
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2014 |
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Gross |
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Accumulated |
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Net |
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Gross |
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Accumulated |
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Net |
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(in millions) |
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Patents |
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$ |
16.1 |
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$ |
(14.1 |
) |
$ |
2.0 |
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$ |
16.2 |
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$ |
(13.3 |
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$ |
2.9 |
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Customer relationships |
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212.5 |
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(102.1 |
) |
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110.4 |
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206.7 |
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(87.5 |
) |
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119.2 |
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Technology |
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41.3 |
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(16.1 |
) |
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25.2 |
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42.1 |
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(12.9 |
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29.2 |
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Trade names |
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21.9 |
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(6.4 |
) |
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15.5 |
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20.6 |
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(4.2 |
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16.4 |
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Other |
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9.4 |
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(5.9 |
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3.5 |
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9.5 |
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(5.7 |
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3.8 |
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Total amortizable intangibles |
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301.2 |
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(144.6 |
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156.6 |
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295.1 |
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(123.6 |
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171.5 |
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Indefinite-lived intangible assets |
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36.2 |
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— |
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36.2 |
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38.6 |
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— |
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38.6 |
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Total |
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$ |
337.4 |
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$ |
(144.6 |
) |
$ |
192.8 |
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$ |
333.7 |
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$ |
(123.6 |
) |
$ |
210.1 |
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The Company acquired $10.1 million in intangible assets as part of the APEX acquisition, consisting primarily of customer relationships valued at $8.4 million and the trade name of $1.7 million. The weighted-average amortization period in total and by asset category of customer relationships and the trade name is 13 years, 10 years and 15 years, respectively.
Aggregate amortization expense for amortized intangible assets for 2015, 2014 and 2013 was $20.9 million, $15.2 million and $14.7 million, respectively. Additionally, future amortization expense on amortizable intangible assets is expected to be $20.1 million for 2016, $19.5 million for 2017, $16.2 million for 2018, $12.5 million for 2019, and $12.2 million for 2020. Amortization expense is provided on a straight- line basis over the estimated useful lives of the intangible assets. The weighted-average remaining life of total amortizable intangible assets is 11.9 years. Patents, customer relationships, technology, trade names and other amortizable intangibles have weighted-average remaining lives of 4.0 years, 11.5 years, 9.6 years, 14.5 years and 32.5 years, respectively. Indefinite-lived intangible assets primarily include trade names and trademarks.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets, which range from 10 to 40 years for buildings and improvements and 3 to 15 years for machinery and equipment. Leasehold improvements are depreciated over the lesser of the economic useful life of the asset or the remaining lease term.
Taxes, Other than Income Taxes
Taxes assessed by governmental authorities on sale transactions are recorded on a net basis and excluded from sales in the Company's consolidated statements of operations.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company recognizes tax benefits when the item in question meets the more-likely-than-not (greater than 50% likelihood of being sustained upon examination by the taxing authorities) threshold. During 2015, unrecognized tax benefits of the Company increased by a net amount of $2.4 million. Unrecognized tax benefits increased by approximately $3.6 million which was mainly related to European tax positions. Unrecognized tax benefits decreased by $1.2 million, whereby approximately $0.8 million was primarily related to a settlement from the completion of a European audit.
As of December 31, 2015, the Company had gross unrecognized tax benefits of approximately $4.2 million, approximately $1.8 million of which, if recognized, would affect the effective tax rate. The difference between the amount of unrecognized tax benefits and the amount that would affect the effective tax rate consists of the federal tax benefit of state income tax items and allowable correlative adjustments that are available for certain jurisdictions.
A reconciliation of the beginning and ending amount of unrecognized tax is as follows:
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(in millions) |
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Balance at January 1, 2015 |
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$ |
1.8 |
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Increases related to prior year tax positions |
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0.7 |
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Increases related to current year tax positions |
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2.9 |
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Decreases related to statute expirations |
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(0.3 |
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Settlements |
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(0.8 |
) |
Currency movement |
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(0.1 |
) |
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Balance at December 31, 2015 |
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$ |
4.2 |
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The Company estimates that it is reasonably possible that the balance of unrecognized tax benefits as of December 31, 2015 may decrease by approximately $0.7 million in the next twelve months, as a result of settlements with tax authorities.
The Company conducts business in a variety of locations throughout the world resulting in tax filings in numerous domestic and foreign jurisdictions. The Company is subject to tax examinations regularly as part of the normal course of business. The Company's major jurisdictions are the U.S., France, Germany, Canada, and the Netherlands. The statute of limitations in the U.S. is subject to tax examination for 2012 and later; France, Germany, Canada and the Netherlands are subject to tax examination for 2011-2013 and later. All other jurisdictions, with few exceptions, are no longer subject to tax examinations in state and local, or international jurisdictions for tax years before 2011.
The Company accounts for interest and penalties related to uncertain tax positions as a component of income tax expense.
Foreign Currency Translation
The financial statements of subsidiaries located outside the United States generally are measured using the local currency as the functional currency. Balance sheet accounts, including goodwill, of foreign subsidiaries are translated into United States dollars at year-end exchange rates. Income and expense items are translated at weighted average exchange rates for each period. Net translation gains or losses are included in other comprehensive income, a separate component of stockholders' equity. The Company does not provide for U.S. income taxes on foreign currency translation adjustments since it does not provide for such taxes on undistributed earnings of foreign subsidiaries. Gains and losses from foreign currency transactions of these subsidiaries are included in net earnings.
Stock-Based Compensation
The Company records compensation expense in the financial statements for share-based awards based on the grant date fair value of those awards. Stock-based compensation expense includes an estimate for pre-vesting forfeitures and is recognized over the requisite service periods of the awards on a straight-line basis, which is generally commensurate with the vesting term. The benefits associated with tax deductions in excess of recognized compensation cost are reported as a financing cash flow.
At December 31, 2015, the Company had one stock-based compensation plan with total unrecognized compensation costs related to unvested stock-based compensation arrangements of approximately $21.1 million and a total weighted average remaining term of 1.6 years. For 2015, 2014 and 2013, the Company recognized compensation costs related to stock-based programs of approximately $10.9 million, $8.6 million and $9.6 million, respectively. In 2014, the Company began recognizing certain stock compensation costs in cost of goods sold based on the allocation of costs to its three operating segments. For 2015 and 2014 stock compensation expense, $0.4 million and $0.6 million, respectively, was recorded in cost of goods sold and $10.5 million and $8.0 million, respectively, was recorded in selling, general and administrative expenses. In 2013, the compensation costs were recognized in selling, general and administrative expenses. For 2015, 2014 and 2013, the Company recorded approximately $0.3 million, $0.7 million and $1.2 million, respectively, of tax benefits for the compensation expense relating to its stock options. For 2015, 2014 and 2013, the Company recorded approximately $2.0 million, $1.6 million and $1.9 million, respectively, of tax benefit for its other stock-based plans. For 2015, 2014 and 2013, the recognition of total stock-based compensation expense impacted both basic and diluted net income per common share by $0.25, $0.10 and $0.14, respectively.
Net Income Per Common Share
Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding. The calculation of diluted (loss) income per share assumes the conversion of all dilutive securities (see Note 12).
Net (loss) income and number of shares used to compute net (loss) income per share, basic and assuming full dilution, are reconciled below:
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Years Ended December 31, |
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2015 |
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2014 |
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2013 |
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Net |
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Shares |
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Per |
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Net |
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Shares |
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Per |
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Net |
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Shares |
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Per |
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(Amounts in millions, except per share information) |
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Basic EPS |
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$ |
(112.9 |
) |
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34.9 |
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$ |
(3.24 |
) |
$ |
50.3 |
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|
35.3 |
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$ |
1.42 |
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$ |
58.6 |
|
|
35.5 |
|
$ |
1.65 |
|
Dilutive securities, principally common stock options |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
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|
0.1 |
|
|
— |
|
|
— |
|
|
0.1 |
|
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— |
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Diluted EPS |
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$ |
(112.9 |
) |
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34.9 |
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$ |
(3.24 |
) |
$ |
50.3 |
|
|
35.4 |
|
$ |
1.42 |
|
$ |
58.6 |
|
|
35.6 |
|
$ |
1.65 |
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The computation of diluted net (loss) income per share for the years ended December 31, 2015, 2014 and 2013 excludes the effect of the potential exercise of options to purchase approximately 0.3 million, 0.3 million and 0.2 million shares, respectively, because the exercise price of the option was greater than the average market price of the Class A common stock and the effect would have been anti-dilutive.
Financial Instruments
In the normal course of business, the Company manages risks associated with commodity prices, foreign exchange rates and interest rates through a variety of strategies, including the use of hedging transactions, executed in accordance with the Company's policies. The Company's hedging transactions include, but are not limited to, the use of various derivative financial and commodity instruments. As a matter of policy, the Company does not use derivative instruments unless there is an underlying exposure. Any change in value of the derivative instruments would be substantially offset by an opposite change in the value of the underlying hedged items. The Company does not use derivative instruments for trading or speculative purposes.
Derivative instruments may be designated and accounted for as either a hedge of a recognized asset or liability (fair value hedge) or a hedge of a forecasted transaction (cash flow hedge). For a fair value hedge, both the effective and ineffective portions of the change in fair value of the derivative instrument, along with an adjustment to the carrying amount of the hedged item for fair value changes attributable to the hedged risk, are recognized in earnings. For a cash flow hedge, changes in the fair value of the derivative instrument that are highly effective are deferred in accumulated other comprehensive income or loss until the underlying hedged item is recognized in earnings. There were no cash flow hedges as of December 31, 2015 or December 31, 2014.
If a fair value or cash flow hedge were to cease to qualify for hedge accounting or be terminated, it would continue to be carried on the balance sheet at fair value until settled, but hedge accounting would be discontinued prospectively. If a forecasted transaction were no longer probable of occurring, amounts previously deferred in accumulated other comprehensive income would be recognized immediately in earnings. On occasion, the Company may enter into a derivative instrument that does not qualify for hedge accounting because it is entered into to offset changes in the fair value of an underlying transaction which is required to be recognized in earnings (natural hedge). These instruments are reflected in the Consolidated Balance Sheets at fair value with changes in fair value recognized in earnings.
Foreign currency derivatives include forward foreign exchange contracts primarily for Canadian dollars. Metal derivatives include commodity swaps for copper.
Portions of the Company's outstanding debt are exposed to interest rate risks. The Company monitors its interest rate exposures on an ongoing basis to maximize the overall effectiveness of its interest rates.
Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.
The Company has certain financial assets and liabilities that are measured at fair value on a recurring basis and certain nonfinancial assets and liabilities that may be measured at fair value on a nonrecurring basis. The fair value disclosures of these assets and liabilities are based on a three-level hierarchy, which is defined as follows:
Level 1 |
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Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date. |
|
|
|
|
|
|
Assets and liabilities subject to this hierarchy are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Shipping and Handling
Shipping and handling costs included in selling, general and administrative expense amounted to $53.5 million, $61.8 million and $61.3 million for the years ended December 31, 2015, 2014 and 2013, respectively.
Research and Development
Research and development costs included in selling, general, and administrative expense amounted to $23.5 million, $22.5 million and $21.5 million for the years ended December 31, 2015, 2014 and 2013, respectively.
Revenue Recognition
The Company recognizes revenue when all of the following criteria have been met: the Company has entered into a binding agreement, the product has been shipped and title passes, the sales price to the customer is fixed or is determinable, and collectability is reasonably assured. Provisions for estimated returns and allowances are made at the time of sale, and are recorded as a reduction of sales and included in the allowance for doubtful accounts in the Consolidated Balance Sheets. The Company records provisions for sales incentives (primarily volume rebates), as an adjustment to net sales, at the time of sale based on estimated purchase targets.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
New Accounting Standards
In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-17, "Income Taxes: Balance Sheet Classification of Deferred Taxes". ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016 and all interim periods thereafter. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period and can be applied either prospectively or retrospectively to all periods presented. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.
In September 2015, the FASB issued ASU 2015-16, "Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments". ASU 2015-16 eliminates the requirement to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. ASU 2015-16 is effective in the first quarter of 2016 for public companies with calendar year ends, and should be applied prospectively with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.
In July 2015, the FASB issued ASU 2015-11, "Inventory: Simplifying the Measurement of Inventory". This new standard changes inventory measurement from lower of cost or market to lower of cost and net realizable value. The standard eliminates the requirement to consider replacement cost or net realizable value less a normal profit margin when measuring inventory. ASU 2015-11 is effective in the first quarter of 2017 for public companies with calendar year ends, and should be applied prospectively with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.
In April 2015, the FASB issued ASU 2015-03, "Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs". Under ASU 2015-03, debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts. The cost of issuing debt will no longer be recorded as a separate asset, except when incurred before receipt of the funding from the associated debt liability. ASU 2015-03 is effective in the first quarter of 2016 for public companies with calendar year ends, with early adoption permitted. The ASU requires retrospective application to all prior periods presented in the financial statements. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.
In January 2015, the FASB issued ASU 2015-01, "Income Statement—Extraordinary and Unusual Items: Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items". ASU 2015-01 eliminates from U.S. GAAP the concept of extraordinary items as part of its initiative to reduce complexity in accounting standards. ASU 2015-01 is effective in the first quarter of 2016 for public companies with calendar year ends, with early adoption permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The ASU may be applied prospectively or retrospectively to all prior periods presented. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.
|
(3) Discontinued Operations
On August 1, 2013, the Company completed the sale of all of the outstanding shares of an indirect wholly-owned subsidiary, Watts Insulation GmbH (Austroflex), receiving net cash proceeds of $7.9 million. The loss after tax on disposal of the business was approximately $2.2 million. The Company did not have a substantial continuing involvement in Austroflex's operations and cash flows, and therefore Austroflex's results of operations have been presented as discontinued operations for the year ended December 31, 2013.
Condensed operating statements for discontinued operations for the year ended December 31, 2013 is summarized below:
|
|
(in millions) |
|
|
Operating loss—Austroflex |
|
|
(0.2 |
) |
Loss on disposal—Austroflex |
|
|
(2.2 |
) |
|
|
|
|
|
Loss before income taxes |
|
|
(2.4 |
) |
Income tax benefit |
|
|
0.1 |
|
|
|
|
|
|
Loss from discontinued operations, net of taxes |
|
$ |
(2.3 |
) |
|
|
|
|
|
|
|
|
|
|
The Company did not recognize a tax benefit on the loss on the disposal of the Austroflex shares, as the Company does not believe it is more likely than not that a tax benefit would be realized. For the year ended December 31, 2013, $9.5 million of revenues related to Austroflex was reported in discontinued operations.
|
(4) Restructuring and Other Charges, Net
The Company's Board of Directors approves all major restructuring programs that may involve the discontinuance of significant product lines or the shutdown of significant facilities. From time to time, the Company takes additional restructuring actions, including involuntary terminations that are not part of a major program. The Company accounts for these costs in the period that the liability is incurred. These costs are included in restructuring and other charges in the Company's consolidated statements of operations.
A summary of the pre-tax cost by restructuring program is as follows:
|
|
Year ended December 31 |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
Restructuring costs: |
|
|
|
|
|
|
|
|
|
|
2015 Actions |
|
$ |
13.6 |
|
$ |
— |
|
$ |
— |
|
2013 Actions |
|
|
0.5 |
|
|
3.8 |
|
|
4.1 |
|
Other Actions |
|
|
7.3 |
|
|
11.3 |
|
|
5.9 |
|
|
|
|
|
|
|
|
|
|
|
|
Total restructuring charges |
|
$ |
21.4 |
|
$ |
15.2 |
|
$ |
10.0 |
|
Adjustment related to contingent liability reduction |
|
|
— |
|
|
— |
|
|
(0.2 |
) |
Less: amount included in cost of goods sold |
|
|
— |
|
|
— |
|
|
(1.1 |
)) |
|
|
|
|
|
|
|
|
|
|
|
Total restructuring and other charges, net |
|
$ |
21.4 |
|
$ |
15.2 |
|
$ |
8.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company recorded pre-tax restructuring in its business segments as follows:
|
|
Year ended December 31 |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
Americas |
|
$ |
9.4 |
|
$ |
2.1 |
|
$ |
1.3 |
|
EMEA |
|
|
6.7 |
|
|
12.1 |
|
|
8.7 |
|
Asia-Pacific |
|
|
4.2 |
|
|
0.2 |
|
|
— |
|
Corporate |
|
|
1.1 |
|
|
0.8 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
21.4 |
|
$ |
15.2 |
|
$ |
10.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 Actions
On February 17, 2015, the Board of Directors of the Company approved the initial phase of a transformation program relating to the Company's Americas and Asia-Pacific businesses, which primarily involved the exit of low-margin, non-core product lines ("phase one"). The Company eliminated approximately $175 million of the combined Americas and Asia-Pacific net sales primarily within the Company's do-it-yourself (DIY) distribution channel. As of December 31, 2015, total expected costs relating to the phase one program were complete. Total pre-tax cost incurred to date were $31.5 million, including restructuring of $9.6 million, goodwill and intangible asset impairments of $13.4 million and other transformation and deployment costs of $8.5 million. Total pre-tax cost incurred included non-cash charges of $17.1 million. Total net after-tax charges were $26.2 million.
On October 26, 2015, the Board of Directors of the Company completed its approval of the second phase of the Company's transformation program related to its Americas and Asia-Pacific businesses ("phase two"). Phase two involves reducing the square footage of the Company's North American facilities, which together with phase one, is expected to reduce the Americas net operating footprint by approximately 30%. Phase two is designed to improve the utilization of the Company's remaining facilities, better leverage the Company's cost structure, reduce working capital, and improve execution of customer delivery requirements. The total estimated pre-tax cost for phase two is $31.5 million to $36.5 million, including restructuring of $11.6 million, and other transformation and deployment costs of $19.9 million to $24.9 million. Total phase two program costs of $8.3 million have been incurred to date. Total phase two non-cash charges are estimated to be $9 million, and after-tax charges are estimated to be $19.4 million to $22.4 million.
On a combined basis, the total estimated pre-tax cost for the Company's transformation program related to its Americas and Asia-Pacific businesses is $63 million to $68 million, including restructuring costs of $21.2 million, goodwill and intangible asset impairments of $13.4 million and other transformation and deployment costs of $28 million to $33 million. The other transformation and deployment costs include consulting and project management fees and other associated costs. Costs of the program are expected to be incurred through 2017.
The following table summarizes by type, the total expected, incurred and remaining pre-tax restructuring costs for the Company's transformation program related to its Americas and Asia-Pacific businesses (phase one and phase two combined):
|
|
Severance |
|
Legal and |
|
Asset |
|
Facility |
|
Total |
|
|||||
|
|
(in millions) |
|
|||||||||||||
Costs incurred—2015 |
|
$ |
8.5 |
|
|
0.7 |
|
|
1.6 |
|
|
2.8 |
|
|
13.6 |
|
Remaining costs to be incurred |
|
|
2.0 |
|
|
0.3 |
|
|
0.7 |
|
|
4.6 |
|
|
7.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expected restructuring costs |
|
$ |
10.5 |
|
$ |
1.0 |
|
$ |
2.3 |
|
$ |
7.4 |
|
$ |
21.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes total incurred for the year ended December 31, 2015, incurred program to date and expected pre-tax restructuring costs by business segment for the Company's Americas and Asia-Pacific 2015 transformation program:
|
|
Year Ended |
|
Incurred |
|
Total |
|
|||
|
|
(in millions) |
|
|||||||
Asia-Pacific |
|
$ |
4.2 |
|
$ |
4.2 |
|
$ |
4.4 |
|
Americas |
|
|
9.4 |
|
|
9.4 |
|
|
16.8 |
|
|
|
|
|
|
|
|
|
|
|
|
Total restructuring costs |
|
$ |
13.6 |
|
$ |
13.6 |
|
$ |
21.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details of the restructuring reserve activity for the Company's Americas and Asia-Pacific 2015 transformation program for the year ended December 31, 2015 are as follows:
|
|
Severance |
|
Legal and |
|
Asset |
|
Facility |
|
Total |
|
|||||
|
|
(in millions) |
|
|||||||||||||
Balance at December 31, 2014 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
Net pre-tax restructuring charges |
|
|
8.5 |
|
|
0.7 |
|
|
1.6 |
|
|
2.8 |
|
|
13.6 |
|
Utilization and foreign currency impact |
|
|
(3.5 |
) |
|
(0.3 |
) |
|
(1.6 |
) |
|
(1.8 |
) |
|
(7.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015 |
|
$ |
5.0 |
|
$ |
0.4 |
|
$ |
— |
|
$ |
1.0 |
|
$ |
6.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Actions
The Company also periodically initiates other actions which are not part of a major program. In the fourth quarter of 2015 and in the fourth quarter of 2014, management initiated certain restructuring actions and strategic initiatives with respect to the Company's EMEA segment in response to the ongoing economic challenges in Europe and additional product rationalization. The restructuring actions primarily include expected severance benefits and limited costs relating to asset write offs, professional fees and relocation. The 2015 EMEA restructuring action is subject to completion of statutory and labor relations requirements, including consultation with and receipt of advisory opinions from the relevant works councils.
The total pre-tax charge for the 2015 restructuring initiatives is expected to be approximately $10 million, of which approximately $6.9 million was incurred as of December 31, 2015 for the program to date. The remaining expected costs relate to severance, legal and relocation costs and are expected to be completed by the end of the fourth quarter of fiscal 2016.
The total pre-tax charge for the 2014 restructuring initiatives is expected to be approximately $8 million, of which approximately $6.4 million was incurred as of December 31, 2015 for the program to date. In 2015, the total expected costs of the planned actions were reduced from $9.9 million to $8 million, primarily related to reduced severance costs and favorable foreign exchange rates with the weakening of the euro. The remaining costs relate to severance, asset write-offs and relocation costs and are expected to be completed by the end of the fourth quarter of fiscal 2016.
In the fourth quarter of 2015, the Company initiated restructuring activities in Corporate to reduce costs through reductions-in-force. Total pre-tax restructuring expense incurred relating to these initiatives was $1.1 million and there are no remaining expected costs.
The following table summarizes total expected, incurred and remaining pre-tax restructuring costs for the EMEA 2015 restructuring actions:
|
|
Severance |
|
Legal and |
|
Facility |
|
Total |
|
||||
|
|
(in millions) |
|
||||||||||
Costs incurred—2015 |
|
|
6.6 |
|
|
— |
|
|
0.3 |
|
|
6.9 |
|
Remaining costs to be incurred |
|
|
1.0 |
|
|
2.0 |
|
|
0.1 |
|
|
3.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expected restructuring costs |
|
$ |
7.6 |
|
$ |
2.0 |
|
$ |
0.4 |
|
$ |
10.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details of the Company's EMEA 2015 restructuring reserve activity for the year ended December 31, 2015 are as follows:
|
|
Severance |
|
Legal and |
|
Facility exit |
|
Total |
|
||||
|
|
(in millions) |
|
||||||||||
Balance at December 31, 2014 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
Net pre-tax restructuring charges |
|
|
6.6 |
|
|
— |
|
|
0.3 |
|
|
6.9 |
|
Utilization and foreign currency impact |
|
|
(0.2 |
) |
|
— |
|
|
(0.3 |
) |
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015 |
|
$ |
6.4 |
|
$ |
— |
|
$ |
— |
|
$ |
6.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes total expected, incurred and remaining pre-tax restructuring costs for the EMEA 2014 restructuring actions:
|
|
Severance |
|
Legal and |
|
Asset |
|
Facility |
|
Total |
|
|||||
|
|
(in millions) |
|
|||||||||||||
Costs incurred—2014 |
|
$ |
6.9 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
6.9 |
|
Costs incurred—2015 |
|
|
(1.0 |
) |
|
0.2 |
|
|
0.3 |
|
|
— |
|
|
(0.5 |
) |
Remaining costs to be incurred |
|
|
0.8 |
|
|
— |
|
|
0.7 |
|
|
0.1 |
|
|
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expected restructuring costs |
|
$ |
6.7 |
|
$ |
0.2 |
|
$ |
1.0 |
|
$ |
0.1 |
|
$ |
8.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details of the Company's EMEA 2014 restructuring reserve activity for the year ended December 31, 2015 are as follows:
|
|
Severance |
|
Legal and |
|
Asset |
|
Total |
|
||||
|
|
(in millions) |
|
||||||||||
Balance at December 31, 2014 |
|
$ |
6.9 |
|
$ |
— |
|
$ |
— |
|
$ |
6.9 |
|
Net pre-tax restructuring charges |
|
|
(1.0 |
) |
|
0.2 |
|
|
0.3 |
|
|
(0.5 |
) |
Utilization and foreign currency impact |
|
|
(3.3 |
) |
|
(0.2 |
) |
|
(0.3 |
) |
|
(3.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015 |
|
$ |
2.6 |
|
$ |
— |
|
$ |
— |
|
$ |
2.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) Sale of Business
Sale of Certain Americas Product Lines
On September 15, 2015, the Company completed the sale of certain assets related to the Company's fittings, brass and tubular and vinyl tubing product lines to a third party in an all-cash transaction. The Company received net cash proceeds of approximately $33.1 million, after inventory adjustments and transaction fees. Total net assets sold were $33.4 million, resulting in an immaterial loss.
The carrying amounts of the net assets sold were as follows:
|
|
(in millions) |
|
|
Inventories, net |
|
$ |
21.9 |
|
Other assets |
|
|
3.1 |
|
Property, plant and equipment, net |
|
|
4.3 |
|
Goodwill |
|
|
4.1 |
|
|
|
|
|
|
Total net assets sold |
|
$ |
33.4 |
|
|
|
|
|
|
|
|
|
|
|
Agreement to Sell China Manufacturing Facility
On September 22, 2015, the Company signed an agreement to sell a manufacturing facility in China that is dedicated to the production of non-core products. As of December 31, 2015, the facility was still in operation and did not meet the requirements for held for sale classification on the balance sheet. The Company expects to complete the sale of the facility in the first half of 2016 and the sales price will exceed the carrying value of the assets.
|
6) Business Acquisitions
APEX
On November 30, 2015, the Company completed the acquisition of 80% of the outstanding shares of Apex. Apex specializes in the design and manufacture of control valves for low and high pressure hot water and filtration systems. Apex also produces an extensive range of float and reservoir valves for the agricultural industry. The aggregate purchase price was approximately $20.4 million and the Company recorded a long-term liability of $5.5 million as the estimate of the acquisition date fair value on the contractual call option to purchase the remaining 20% within three years of closing.
The Company accounted for the transaction as a business combination. The Company completed a purchase price allocation that resulted in the recognition of $12.9 million in goodwill and $10.1 million in intangible assets. Intangible assets consist primarily of customer relationships with an estimated life of 10 years and a trade name with an estimated life of 15 years. The goodwill is not deductible for tax purposes. The results of Apex are not material to the Company's consolidated financial statements. The results of operations for Apex are included in the Company's Asia-Pacific segment since acquisition date.
AERCO
On December 1, 2014, the Company completed the acquisition of AERCO in a share purchase transaction. The aggregate purchase price was $271.5 million and was financed from a borrowing under the Company's Credit Agreement. The results of operations for AERCO are included in the Company's Americas segment since acquisition date.
AERCO is a leading provider of commercial high-efficiency boilers, water heaters and heating solutions in North America and is based in New York. Its products are distributed for commercial and municipal use primarily in North America. AERCO strengthens Watts' strategic vision to expand into heat source products and strengthens the Company's solutions and system offerings.
The Company accounted for the transaction as a business combination. The Company completed a purchase price allocation that resulted in the recognition of $173.3 million in goodwill and $102.4 million in intangible assets. Intangible assets consist primarily of customer relationships valued at $78.5 million with estimated lives of 16 years, developed technology valued at $15.8 million with estimated lives of 10 years and trade name valued at $7.4 million with a 20 year life. The goodwill is attributable to the workforce of AERCO and the strategic platform adjacency that will allow Watts to extend its product offerings as a result of the acquisition. Approximately $19.4 million of the goodwill is deductible for tax purposes. The following table summarizes the value of the assets and liabilities acquired (in millions):
Accounts receivable |
|
$ |
17.2 |
|
Inventory |
|
|
16.3 |
|
Fixed assets |
|
|
7.7 |
|
Deferred tax assets |
|
|
8.2 |
|
Other assets |
|
|
7.6 |
|
Intangible assets |
|
|
102.4 |
|
Goodwill |
|
|
173.3 |
|
Accounts payable |
|
|
(6.8 |
) |
Accrued expenses and other |
|
|
(18.4 |
) |
Deferred tax liability |
|
|
(36.0 |
) |
|
|
|
|
|
Purchase price |
|
$ |
271.5 |
|
|
|
|
|
|
|
|
|
|
|
The consolidated statement of operations for the year ended December 31, 2014 includes the results of AERCO since the acquisition date and includes $5.3 million of revenues and $(1.4) million of operating loss, which includes acquisition accounting charges of $0.8 million.
Supplemental pro-forma information (unaudited)
Had the Company completed the acquisition of AERCO at the beginning of 2013, net sales, net income from continuing operations and earnings per share from continuing operations would have been as follows:
|
|
Years Ended |
|
||||
Amounts in millions (except per share information) |
|
December 31, |
|
December 31, |
|
||
Net sales |
|
$ |
1,610.1 |
|
$ |
1,562.8 |
|
Net income from continuing operations |
|
$ |
59.7 |
|
$ |
63.4 |
|
Net income per share: |
|
|
|
|
|
|
|
Basic EPS—continuing operations |
|
$ |
1.69 |
|
$ |
1.79 |
|
Diluted EPS—continuing operations |
|
$ |
1.69 |
|
$ |
1.78 |
|
Net income from continuing operations for the years ended December 31, 2014 and December 31, 2013 was adjusted to include $3.1 million and $3.3 million, respectively, of net interest expense related to the financing and $3.9 million and $4.3 million, respectively, of net amortization expense resulting from the estimated allocation of purchase price to amortizable tangible and intangible assets. Net income from continuing operations for the year ended December 31, 2014 was also adjusted to exclude $3.3 million of net acquisition-related charges and third-party costs.
|
(7) Inventories, net
Inventories consist of the following:
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Raw materials |
|
$ |
88.5 |
|
$ |
104.8 |
|
Work-in-process |
|
|
15.2 |
|
|
16.7 |
|
Finished goods |
|
|
136.3 |
|
|
170.1 |
|
|
|
|
|
|
|
|
|
|
|
$ |
240.0 |
|
$ |
291.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raw materials, work-in-process and finished goods are net of valuation reserves of $28.6 million and $27.3 million as of December 31, 2015 and 2014, respectively. Finished goods of $14.8 million and $16.4 million as of December 31, 2015 and 2014, respectively, were consigned.
|
(8) Property, Plant and Equipment
Property, plant and equipment consist of the following:
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Land |
|
$ |
12.5 |
|
$ |
13.9 |
|
Buildings and improvements |
|
|
146.8 |
|
|
160.1 |
|
Machinery and equipment |
|
|
325.8 |
|
|
343.7 |
|
Construction in progress |
|
|
13.5 |
|
|
9.0 |
|
|
|
|
|
|
|
|
|
|
|
|
498.6 |
|
|
526.7 |
|
Accumulated depreciation |
|
|
(314.2 |
) |
|
(323.4 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
184.4 |
|
$ |
203.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9) Income Taxes
The significant components of the Company's deferred income tax liabilities and assets are as follows:
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Deferred income tax liabilities: |
|
|
|
|
|
|
|
Excess tax over book depreciation |
|
$ |
16.2 |
|
$ |
20.9 |
|
Intangibles |
|
|
48.1 |
|
|
50.6 |
|
Goodwill |
|
|
17.8 |
|
|
17.2 |
|
Other |
|
|
4.5 |
|
|
4.5 |
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities |
|
|
86.6 |
|
|
93.2 |
|
Deferred income tax assets: |
|
|
|
|
|
|
|
Accrued expenses |
|
|
26.8 |
|
|
20.2 |
|
Capital loss carry forward |
|
|
3.6 |
|
|
6.2 |
|
Net operating loss carry forward |
|
|
8.9 |
|
|
12.2 |
|
Inventory reserves |
|
|
13.1 |
|
|
10.8 |
|
Pension—accumulated other comprehensive income |
|
|
|
|
|
22.7 |
|
Other |
|
|
14.0 |
|
|
6.2 |
|
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
66.4 |
|
|
78.3 |
|
Less: valuation allowance |
|
|
(9.5 |
) |
|
(12.5 |
) |
|
|
|
|
|
|
|
|
Net deferred tax assets |
|
|
56.9 |
|
|
65.8 |
|
|
|
|
|
|
|
|
|
Net deferred tax liabilities |
|
$ |
(29.7 |
) |
$ |
(27.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The provision for income taxes from continuing operations is based on the following pre-tax income:
|
|
Years Ended December 31, |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
Domestic |
|
$ |
(25.8 |
) |
$ |
44.2 |
|
$ |
21.6 |
|
Foreign |
|
$ |
(85.2 |
) |
|
38.9 |
|
|
66.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(111.0 |
) |
$ |
83.1 |
|
$ |
87.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The provision for income taxes from continuing operations consists of the following:
|
|
Years Ended December 31, |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
Current tax expense: |
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
3.4 |
|
$ |
12.8 |
|
$ |
12.8 |
|
Foreign |
|
|
18.1 |
|
|
20.4 |
|
|
19.7 |
|
State |
|
|
2.0 |
|
|
2.7 |
|
|
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.5 |
|
|
35.9 |
|
|
35.0 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax expense (benefit): |
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
(13.6 |
) |
|
2.1 |
|
|
(5.0 |
) |
Foreign |
|
|
(7.0 |
) |
|
(5.2 |
) |
|
(2.3 |
) |
State |
|
|
(1.0 |
) |
|
— |
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21.6 |
) |
|
(3.1 |
) |
|
(8.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.9 |
|
$ |
32.8 |
|
$ |
26.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual income taxes reported from continuing operations are different than what would have been computed by applying the federal statutory tax rate to income from continuing operations before income taxes. The reasons for these differences are as follows:
|
|
Years Ended December 31, |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
Computed expected federal income expense |
|
$ |
(38.8 |
) |
$ |
29.1 |
|
$ |
30.8 |
|
State income taxes, net of federal tax benefit |
|
|
0.8 |
|
|
2.1 |
|
|
1.0 |
|
Foreign tax rate differential |
|
|
7.5 |
|
|
(4.2 |
) |
|
(5.7 |
) |
Goodwill impairment |
|
|
29.0 |
|
|
3.2 |
|
|
— |
|
Change in valuation allowance |
|
|
(1.8 |
) |
|
— |
|
|
— |
|
Other, net |
|
|
5.2 |
|
|
2.6 |
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.9 |
|
$ |
32.8 |
|
$ |
26.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2015, the Company had foreign net operating loss carry forwards of $34.2 million for income tax purposes before considering valuation allowances; $23.6 million of the losses can be carried forward indefinitely, $5.7 million expire in 2020 and $4.9 million expire in 2023. The net operating losses consist of $23.6 million related to Austrian operations and $10.6 million to Dutch operations.
At December 31, 2015, the Company has U.S. capital loss carry forwards of $3.6 million for income tax purposes before considering valuation allowances; $2.1 million expire in 2016, $1.0 million expire in 2017 and $0.5 million expire in 2018.
At December 31, 2015 and December 31, 2014, the Company had valuation allowances of $9.5 million and $12.5 million, respectively. At December 31, 2015, $3.6 million relates to U.S. capital losses and $5.9 million relates to Austrian net operating losses. At December 31, 2014, $6.2 million related to U.S. capital losses and $6.3 million related to Austrian net operating losses. Management believes that the ability of the Company to use such losses within the applicable carry forward period does not rise to the level of the more likely than not threshold. The Company does not have a valuation allowance on other deferred tax assets, as management believes that it is more likely than not that the Company will recover the net deferred tax assets. Management believes it is more likely than not that the future reversals of the deferred tax liabilities, together with forecasted income, will be sufficient to fully recover the deferred tax assets.
Changes enacted in income tax laws had no material effect on the Company in 2015, 2014 or 2013.
Undistributed earnings of the Company's foreign subsidiaries amounted to approximately $366.1 million at December 31, 2015, $386.0 million at December 31, 2014, and $397.2 million at December 31, 2013. Those earnings are considered to be indefinitely reinvested and, accordingly, no provision for U.S. federal and state income taxes has been recorded thereon. Upon distribution of those earnings, in the form of dividends or otherwise, the Company will be subject to withholding taxes payable to the various foreign countries. Determination of the amount of U.S. income tax liability that would be incurred is not practicable because of the complexities associated with its hypothetical calculation; however, unrecognized foreign tax credits may be available to reduce some portion of any U.S. income tax liability.
|
(10) Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consist of the following:
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Commissions and sales incentives payable |
|
$ |
35.6 |
|
$ |
38.3 |
|
Product liability and workers' compensation |
|
|
30.7 |
|
|
30.7 |
|
Other |
|
|
75.5 |
|
|
66.1 |
|
Income taxes payable |
|
|
3.9 |
|
|
3.7 |
|
|
|
|
|
|
|
|
|
|
|
$ |
145.7 |
|
$ |
138.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) Financing Arrangements
Long-term debt consists of the following:
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
5.85% notes due April 2016 |
|
$ |
225.0 |
|
$ |
225.0 |
|
5.05% notes due June 2020 |
|
|
75.0 |
|
|
75.0 |
|
Line of Credit matures February 2019 |
|
|
275.0 |
|
|
275.0 |
|
Other—consists primarily of European borrowings (at interest rates ranging from 1.1% to 6.0%) |
|
|
2.3 |
|
|
4.7 |
|
|
|
|
|
|
|
|
|
|
|
|
577.3 |
|
|
579.7 |
|
Less Current Maturities |
|
|
1.1 |
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
576.2 |
|
$ |
577.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payments during each of the next five years and thereafter are due as follows (in millions): 2016—$226.1; 2017—$23.7; 2018—$22.5; 2019—$30.0; 2020—$105.0, and thereafter—$170.0. The retirement of the $225 million senior unsecured note is reflected as principal payments due in 2016 but was classified as a non-current liability on the balance sheet as of December 31, 2015. Refer to further discussion below. Payments due in 2017 through thereafter are reflective of the New Credit Facility entered into on February 12, 2016.
The Company maintains letters of credit that guarantee its performance or payment to third parties in accordance with specified terms and conditions. Amounts outstanding were approximately $24.8 million as of December 31, 2015 and $23.6 million as of December 31, 2014. The Company's letters of credit are primarily associated with insurance coverage and, to a lesser extent, foreign purchases. The Company's letters of credit generally expire within one year of issuance and are drawn down against the revolving credit facility. These instruments may exist or expire without being drawn down. Therefore, they do not necessarily represent future cash flow obligations.
During 2015 and 2014, the Company was a party to a Credit Agreement (the Prior Credit Agreement) among the Company, certain subsidiaries of the Company who become borrowers under the Prior Credit Agreement, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer, and the other lenders referred to therein. The Prior Credit Agreement provided for a $500 million, five-year, senior unsecured revolving credit facility which could have been increased by an additional $500 million under certain circumstances and subject to the terms of the Prior Credit Agreement. The Prior Credit Agreement had a sublimit of up to $100 million in letters of credit. Borrowings outstanding under the Prior Credit Agreement bore interest at a fluctuating rate per annum equal to an applicable percentage equal to (i) in the case of Eurocurrency rate loans, the British Bankers Association LIBOR rate plus an applicable percentage, ranging from 0.975% to 1.45%, determined by reference to the Company's consolidated leverage ratio plus, in the case of certain lenders, a mandatory cost calculated in accordance with the terms of the Prior Credit Agreement, or (ii) in the case of base rate loans and swing line loans, the highest of (a) the federal funds rate plus 0.5%, (b) the rate of interest in effect for such day as announced by JPMorgan Chase Bank, N.A. as its "prime rate," and (c) the British Bankers Association LIBOR rate plus 1.0%, plus an applicable percentage, ranging from 0.00% to 0.45%, determined by reference to the Company's consolidated leverage ratio. In addition to paying interest under the Prior Credit Agreement, the Company was also required to pay certain fees in connection with the credit facility, including, but not limited to, an unused facility fee and letter of credit fees. The Prior Credit Agreement would have matured on February 18, 2019. The Company was entitled to repay loans outstanding under the Prior Credit Agreement from time to time without premium or penalty, other than customary breakage costs, if any, and subject to the terms of the Prior Credit Agreement.
As of December 31, 2015, the Company was in compliance with all covenants related to the Prior Credit Agreement and had $200.2 million of unused and available credit under the Prior Credit Agreement and $24.8 million of stand-by letters of credit outstanding on the Prior Credit Agreement. The Company had $275 million of borrowings outstanding under the Prior Credit Agreement at December 31, 2015.
The Prior Credit Agreement imposed various restrictions on the Company and its subsidiaries, including restrictions pertaining to: (i) the incurrence of additional indebtedness, (ii) limitations on liens, (iii) making distributions, dividends and other payments, (iv) mergers, consolidations and acquisitions, (v) dispositions of assets, (vi) the maintenance of certain consolidated leverage ratios and consolidated interest coverage ratios, (vii) transactions with affiliates, (viii) changes to governing documents, and (ix) changes in control.
On February 12, 2016, the Company terminated the Prior Credit Agreement and entered into a New Credit Agreement (the "New Credit Agreement") among the Company, certain subsidiaries of the Company who become borrowers under the Credit Agreement, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer, and the other lenders referred to therein. The New Credit Agreement provides for a $500 million, five-year, senior unsecured revolving credit facility (the "Revolving Credit Facility") with a sublimit of up to $100 million in letters of credit. The New Credit Agreement also provides for a $300 million, five-year, term loan facility (the "Term Loan Facility") available to the Company in a single draw. Borrowings outstanding under the Revolving Credit Facility bear interest at a fluctuating rate per annum equal to an applicable percentage defined as (i) in the case of Eurocurrency rate loans, the British Bankers Association LIBOR rate plus an applicable percentage, ranging from 0.975% to 1.45%, determined by reference to the Company's consolidated leverage ratio plus, or (ii) in the case of base rate loans and swing line loans, the highest of (a) the federal funds rate plus 0.5%, (b) the rate of interest in effect for such day as announced by JPMorgan Chase Bank, N.A. as its "prime rate," and (c) the British Bankers Association LIBOR rate plus 1.0%, plus an applicable percentage, ranging from 0.00% to 0.45%, determined by reference to the Company's consolidated leverage ratio. Borrowings outstanding under the Term Loan Facility will bear interest at a fluctuating rate per annum equal to an applicable percentage defined as the British Bankers Association LIBOR rate plus an applicable percentage, ranging from 1.125% to 1.75%, determined by reference to the Company's consolidated leverage ratio. The loan under the Term Loan Facility amortizes as follows: 0% per annum during the first year, 7.5% in the second and third years, and 10% in the fourth and fifth years. Payments when due are made ratably each year in quarterly installments. In addition to paying interest under the New Credit Agreement, the Company is also required to pay certain fees in connection with the credit facility, including, but not limited to, an unused facility fee and letter of credit fees. The New Credit Agreement matures on February 12, 2021, subject to extension under certain circumstances and subject to the terms of the New Credit Agreement. The Company may repay loans outstanding under the New Credit Agreement from time to time without premium or penalty, other than customary breakage costs, if any, and subject to the terms of the New Credit Agreement. Once repaid, amounts borrowed under the Term Loan Facility may not be borrowed again.
The New Credit Agreement imposes various restrictions on the Company and its subsidiaries, including restrictions pertaining to: (i) the incurrence of additional indebtedness, (ii) limitations on liens, (iii) making distributions, dividends and other payments, (iv) mergers, consolidations and acquisitions, (v) dispositions of assets, (vi) certain consolidated leverage ratios and consolidated interest coverage ratios, (vii) transactions with affiliates, (viii) changes to governing documents, and (ix) changes in control.
On June 18, 2010, the Company entered into a note purchase agreement with certain institutional investors (the 2010 Note Purchase Agreement). Pursuant to the 2010 Note Purchase Agreement, the Company issued senior notes of $75.0 million in principal, due June 18, 2020. The Company will pay interest on the outstanding balance of the Notes at the rate of 5.05% per annum, payable semi-annually on June 18th and December 18th until the principal on the Notes shall become due and payable. The Company may, at its option, upon notice, and subject to the terms of the 2010 Note Purchase Agreement, prepay at any time all or part of the Notes in an amount not less than $1.0 million by paying the principal amount plus a make-whole amount, which is dependent upon the yield of respective U.S. Treasury securities. The 2010 Note Purchase Agreement includes operational and financial covenants, with which the Company is required to comply, including, among others, maintenance of certain financial ratios and restrictions on additional indebtedness, liens and dispositions. As of December 31, 2015, the Company was in compliance with all covenants related to the 2010 Note Purchase Agreement.
On April 27, 2006, the Company completed a private placement of $225.0 million of 5.85% senior unsecured notes due April 2016 (the 2006 Note Purchase Agreement). The 2006 Note Purchase Agreement includes operational and financial covenants, with which the Company is required to comply, including, among others, maintenance of certain financial ratios and restrictions on additional indebtedness, liens and dispositions. Events of default under the 2006 Note Purchase Agreement include failure to comply with its financial and operational covenants, as well as bankruptcy and other insolvency events. The Company may, at its option, upon notice to the note holders, prepay at any time all or part of the Notes in an amount not less than $1.0 million by paying the principal amount plus a make-whole amount, which is dependent upon the yield of respective U.S. Treasury securities. The payment of interest on the senior unsecured notes is due semi-annually on April 30th and October 30th of each year. As of December 31, 2015, the Company was in compliance with all covenants related to the 2006 Note Purchase Agreement. The Company intends to use borrowings from the Revolving Credit Facility to retire the 2006 Note Purchase Agreement, upon maturity. As a result, the $225 million senior unsecured note was classified as a non-current liability on the balance sheet as of December 31, 2015.
In May 2013, the Company repaid with available cash $75.0 million of 5.47% unsecured senior notes originally completed as part of a 2003 private placement.
|
(12) Common Stock
The Class A common stock and Class B common stock have equal dividend and liquidation rights. Each share of the Company's Class A common stock is entitled to one vote on all matters submitted to stockholders, and each share of Class B common stock is entitled to ten votes on all such matters. Shares of Class B common stock are convertible into shares of Class A common stock, on a one-to-one basis, at the option of the holder. As of December 31, 2015, the Company had reserved a total of 3,122,011 of Class A common stock for issuance under its stock-based compensation plans and 6,379,290 shares for conversion of Class B common stock to Class A common stock.
On July 27, 2015, the Company's Board of Directors authorized the repurchase of up to $100 million of the Company's Class A common stock from time to time on the open market or in privately negotiated transactions. In connection with this stock repurchase program, the Company entered into a Rule 10b5-1 plan, which permits shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The repurchase program may be suspended or discontinued at any time, subject to the terms of the Rule 10b5-1 plan the Company entered into with respect to the repurchase program.
On April 30, 2013, the Company's Board of Directors authorized the repurchase of up to $90 million of the Company's Class A common stock from time to time on the open market or in privately negotiated transactions. The stock repurchase program was completed in September 2015, after the Company repurchased the remaining Class A common stock authorized under the program.
The following table summarizes the cost and the number of Class A common stock repurchased under the April 30, 2013 and July 27, 2015 programs for the year ended 2015 and 2014:
|
|
Years Ended December 31, |
|
||||||||||
|
|
2015 |
|
2014 |
|
||||||||
|
|
Number of shares |
|
Cost of shares |
|
Number of shares |
|
Cost of shares |
|
||||
|
|
(amounts in millions, except share amount) |
|
||||||||||
Stock repurchase programs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2013 |
|
|
497,010 |
|
$ |
27.3 |
|
|
669,681 |
|
$ |
39.6 |
|
July 27, 2015 |
|
|
315,530 |
|
|
17.3 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
812,540 |
|
$ |
44.6 |
|
|
669,681 |
|
$ |
39.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) Stock-Based Compensation
As of December 31, 2015, the Company maintains one stock incentive plan, the Second Amended and Restated 2004 Stock Incentive Plan (the "2004 Stock Incentive Plan"). Under this plan, key employees have been granted nonqualified stock options to purchase the Company's Class A common stock. Options typically become exercisable over a four-year period at the rate of 25% per year and expire ten years after the grant date. However, most options granted in 2014 become exercisable over a three-year period at a rate of one-third per year. Options granted under the plan may have exercise prices of not less than 100% of the fair market value of the Class A common stock on the date of grant. The Company's current practice is to grant all options at fair market value on the grant date. At December 31, 2015, 1,559,167 shares of Class A common stock were authorized for future grants of new equity awards under the Company's 2004 Stock Incentive Plan.
The Company grants shares of restricted stock and deferred shares to key employees and stock awards to non-employee members of the Company's Board of Directors under the 2004 Stock Incentive Plan. Stock awards to non-employee members of the Company's Board of Directors vest immediately. Employees' restricted stock awards and deferred shares typically vest over a three-year period at the rate of one-third per year, except that most restricted stock awards and deferred shares granted in 2014 vest over a two-year period at the rate of 50% per year.
The Company grants performance stock units to key employees under the 2004 Stock Incentive Plan. Performance stock units cliff vest at the end of a three-year performance period. Upon vesting, the number of shares of the Company's Class A common stock awarded to each performance stock unit recipient will be determined based on the Company's attainment of certain performance goals set at the time the performance stock units were granted. The Company granted performance stock units in 2014 and 2015. The performance goals for the performance stock units are based on the compound annual growth rate of the Company's revenue over the three-year performance period and the Company's return on invested capital ("ROIC") for the third year of the performance period. The performance period for the 2014 performance stock units is January 1, 2014 through December 31, 2016, while the performance period for the 2015 performance stock units is January 1, 2015 through December 31, 2017. The performance stock units also provide an overall minimum ROIC threshold, which the Company must exceed in order for any shares to be earned. The number of shares of Class A common stock that may be earned by a performance stock unit recipient ranges from 0% to 200% of a target number of shares designated for each recipient at the time of grant. The performance stock units are amortized to expense over the vesting period based on the Company's expected performance relative to the performance goals. If such goals are not met, no awards are earned and previously recognized compensation expense is reversed.
The Company also has a Management Stock Purchase Plan that allows for the granting of restricted stock units (RSUs) to key employees. On an annual basis, key employees may elect to receive a portion of their annual incentive compensation in RSUs instead of cash. Each RSU provides the key employee with the right to purchase a share of Class A common stock at 67% of the fair market value on the date of grant. Beginning with annual incentive compensation for 2016, the purchase price for RSUs will be increased to 80% of the fair market value of the Company's Class A common stock. RSUs vest either annually over a three-year period from the grant date or upon the third anniversary of the grant date and receipt of the shares underlying RSUs is deferred for a minimum of three years or such greater number of years as is chosen by the employee. An aggregate of 2,000,000 shares of Class A common stock may be issued under the Management Stock Purchase Plan. At December 31, 2015, 871,719 shares of Class A common stock were authorized for future grants under the Company's Management Stock Purchase Plan.
2004 Stock Incentive Plan
At December 31, 2015, total unrecognized compensation cost related to the unvested stock options was approximately $2.5 million with a total weighted average remaining term of 1.4 years. For 2015, 2014 and 2013, the Company recognized compensation cost of $1.9 million, $2.6 million and $3.8 million, respectively.
The following is a summary of stock option activity and related information:
|
|
Years Ended December 31, |
|
|||||||||||||||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||||||||||||||
|
|
Options |
|
Weighted |
|
Weighted |
|
Options |
|
Weighted |
|
Options |
|
Weighted |
|
|||||||
|
|
(Options in thousands) |
|
|||||||||||||||||||
Outstanding at beginning of year |
|
|
495 |
|
$ |
47.34 |
|
|
|
|
|
1,029 |
|
$ |
41.66 |
|
|
1,064 |
|
$ |
33.37 |
|
Granted |
|
|
— |
|
|
— |
|
|
|
|
|
114 |
|
|
57.58 |
|
|
379 |
|
|
54.78 |
|
Cancelled/Forfeitures |
|
|
(69 |
) |
|
51.66 |
|
|
|
|
|
(306 |
) |
|
44.19 |
|
|
(53 |
) |
|
36.97 |
|
Exercised |
|
|
(64 |
) |
|
36.29 |
|
|
|
|
|
(342 |
) |
|
36.48 |
|
|
(361 |
) |
|
31.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of year |
|
|
362 |
|
$ |
48.46 |
|
$ |
5.29 |
|
|
495 |
|
$ |
47.34 |
|
|
1,029 |
|
$ |
41.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of year |
|
|
192 |
|
$ |
45.10 |
|
$ |
7.74 |
|
|
128 |
|
$ |
40.04 |
|
|
249 |
|
$ |
32.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2015, the aggregate intrinsic value of exercisable options was approximately $1.5 million, representing the total pre-tax intrinsic value, based on the Company's closing Class A common stock price of $49.67 as of December 31, 2015, which would have been received by the option holders had all option holders exercised their options as of that date. The total intrinsic value of options exercised for 2015, 2014 and 2013 was approximately $1.2 million, $8.2 million and $7.4 million, respectively.
Upon exercise of options, the Company issues shares of Class A common stock.
The following table summarizes information about options outstanding at December 31, 2015:
|
|
Options Outstanding |
|
Options Exercisable |
|
|||||||||||
Range of Exercise Prices |
|
Number |
|
Weighted Average |
|
Weighted Average |
|
Number |
|
Weighted Average |
|
|||||
|
|
(Options in thousands) |
|
|||||||||||||
$26.34–$37.41 |
|
|
125 |
|
|
5.88 |
|
$ |
34.56 |
|
|
91 |
|
$ |
33.48 |
|
$40.17–$47.21 |
|
|
3 |
|
|
5.74 |
|
|
41.34 |
|
|
2 |
|
|
42.18 |
|
$54.76–$54.76 |
|
|
136 |
|
|
7.18 |
|
|
54.76 |
|
|
64 |
|
|
54.76 |
|
$57.47–$60.10 |
|
|
98 |
|
|
8.36 |
|
|
57.66 |
|
|
35 |
|
|
57.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
362 |
|
|
7.04 |
|
$ |
48.46 |
|
|
192 |
|
$ |
45.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of each option granted under the 2004 Stock Incentive Plan is estimated on the date of grant, using the Black-Scholes-Merton Model, based on the following weighted average assumptions:
|
|
Years Ended December 31, |
|
||||
|
|
2014 |
|
2013 |
|
||
Expected life (years) |
|
|
6.0 |
|
|
6.0 |
|
Expected stock price volatility |
|
|
37.5 |
% |
|
40.3 |
% |
Expected dividend yield |
|
|
1.0 |
% |
|
1.0 |
% |
Risk-free interest rate |
|
|
1.9 |
% |
|
1.7 |
% |
The risk-free interest rate is based upon the U.S. Treasury yield curve at the time of grant for the respective expected life of the option. The expected life (estimated period of time outstanding) of options and volatility were calculated using historical data. The expected dividend yield of stock is the Company's best estimate of the expected future dividend yield.
The above assumptions were used to determine the weighted average grant-date fair value of stock options of $20.04 and $20.30 for the years ended December 31, 2014 and 2013, respectively.
The following is a summary of unvested restricted stock and deferred shares activity and related information:
|
|
Years Ended December 31, |
|
||||||||||||||||
|
|
2015 |
|
2014 |
|
2013 |
|
||||||||||||
|
|
Shares |
|
Weighted |
|
Shares |
|
Weighted |
|
Shares |
|
Weighted |
|
||||||
|
|
(Shares in thousands) |
|
||||||||||||||||
Unvested at beginning of year |
|
|
214 |
|
$ |
53.74 |
|
|
260 |
|
$ |
45.58 |
|
|
237 |
|
$ |
35.45 |
|
Granted |
|
|
180 |
|
|
50.87 |
|
|
151 |
|
|
56.79 |
|
|
142 |
|
|
54.80 |
|
Cancelled/Forfeitures |
|
|
(28 |
) |
|
53.99 |
|
|
(95 |
) |
|
46.83 |
|
|
(16 |
) |
|
37.44 |
|
Vested |
|
|
(122 |
) |
|
51.72 |
|
|
(102 |
) |
|
44.87 |
|
|
(103 |
) |
|
35.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested at end of year |
|
|
244 |
|
$ |
52.61 |
|
|
214 |
|
$ |
53.74 |
|
|
260 |
|
$ |
45.58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total fair value of shares vested during 2015, 2014 and 2013 was $6.6 million, $5.9 million and $5.6 million, respectively. At December 31, 2015, total unrecognized compensation cost related to unvested restricted stock and deferred shares was approximately $9.8 million with a total weighted average remaining term of 1.8 years. For 2015, 2014 and 2013, the Company recognized compensation costs of $6.7 million, $4.8 million and $5.1 million, respectively.
The aggregate intrinsic value of restricted stock and deferred shares granted and outstanding approximated $10.9 million representing the total pre-tax intrinsic value based on the Company's closing Class A common stock price of $49.67 as of December 31, 2015.
The following is a summary of unvested performance share award activity and related information:
|
|
Years Ended December 31, |
|
||||||||||
|
|
2015 |
|
2014 |
|
||||||||
|
|
Shares |
|
Weighted |
|
Shares |
|
Weighted |
|
||||
|
|
(Shares in thousands) |
|
||||||||||
Unvested at beginning of year |
|
|
107 |
|
$ |
56.97 |
|
|
— |
|
|
|
|
Granted |
|
|
106 |
|
|
58.94 |
|
|
117 |
|
$ |
57.02 |
|
Cancelled/Forfeitures |
|
|
(12 |
) |
|
57.51 |
|
|
(10 |
) |
|
57.47 |
|
Vested |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested at end of year |
|
|
201 |
|
$ |
57.98 |
|
|
107 |
|
$ |
56.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2015, total unrecognized compensation cost related to unvested performance shares was approximately $7.9 million with a total weighted average remaining term of 1.52 years. For 2015, the Company recognized compensation costs of $1.7 million.
The aggregate intrinsic value of performance shares granted and outstanding approximated $0.0 million representing the total pre-tax intrinsic value based on the Company's closing Class A common stock price of $49.67 as of December 31, 2015.
Management Stock Purchase Plan
Total unrecognized compensation cost related to unvested RSUs was approximately $0.9 million at December 31, 2015 with a total weighted average remaining term of 1.8 years. For 2015, 2014 and 2013 the Company recognized compensation cost of $0.6 million, $0.5 million and $0.7 million, respectively. Dividends declared for RSUs, that are paid to individuals, that remain unpaid at December 31, 2015 total approximately $0.1 million.
A summary of the Company's RSU activity and related information is shown in the following table:
|
|
Years Ended December 31, |
|
|||||||||||||||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||||||||||||||
|
|
RSUs |
|
Weighted |
|
Weighted |
|
RSUs |
|
Weighted |
|
RSUs |
|
Weighted |
|
|||||||
|
|
(RSU's in thousands) |
|
|||||||||||||||||||
Outstanding at beginning of period |
|
|
80 |
|
$ |
32.08 |
|
|
|
|
|
132 |
|
$ |
27.46 |
|
|
196 |
|
$ |
22.88 |
|
Granted |
|
|
60 |
|
|
37.13 |
|
|
|
|
|
31 |
|
|
40.27 |
|
|
45 |
|
|
31.63 |
|
Cancelled/Forfeitures |
|
|
(9 |
) |
|
36.92 |
|
|
|
|
|
(32 |
) |
|
31.58 |
|
|
(14 |
) |
|
28.35 |
|
Settled |
|
|
(30 |
) |
|
27.10 |
|
|
|
|
|
(51 |
) |
|
25.41 |
|
|
(95 |
) |
|
19.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of period |
|
|
101 |
|
$ |
36.14 |
|
|
|
|
$ |
80 |
|
$ |
32.08 |
|
|
132 |
|
$ |
27.46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested at end of period |
|
|
25 |
|
$ |
33.35 |
|
|
|
|
$ |
31 |
|
$ |
27.96 |
|
|
42 |
|
$ |
25.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2015, the aggregate intrinsic values of outstanding and vested RSUs were approximately $1.4 million and $0.4 million, respectively, representing the total pre-tax intrinsic value, based on the Company's closing Class A common stock price of $49.67 as of December 31, 2015, which would have been received by the RSUs holders had all RSUs settled as of that date. The total intrinsic value of RSUs settled for 2015, 2014 and 2013 was approximately $0.8 million, $1.7 million and $2.8 million, respectively. Upon settlement of RSUs, the Company issues shares of Class A common stock.
The following table summarizes information about RSUs outstanding at December 31, 2015:
|
|
RSUs Outstanding |
|
RSUs Vested |
|
||||||||
Range of Purchase Prices |
|
Number |
|
Weighted Average |
|
Number |
|
Weighted Average |
|
||||
|
|
(RSUs in thousands) |
|
||||||||||
$19.87–$25.15 |
|
|
1 |
|
$ |
25.15 |
|
|
1 |
|
$ |
25.15 |
|
$26.51–$31.63 |
|
|
26 |
|
|
31.43 |
|
|
18 |
|
|
31.35 |
|
$37.13–$40.27 |
|
|
74 |
|
|
37.92 |
|
|
6 |
|
|
40.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101 |
|
$ |
36.14 |
|
|
25 |
|
$ |
33.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of each share issued under the Management Stock Purchase Plan is estimated on the date of grant, using the Black-Scholes-Merton Model, based on the following weighted average assumptions:
|
|
Years Ended |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
Expected life (years) |
|
|
3.0 |
|
|
3.0 |
|
|
3.0 |
|
Expected stock price volatility |
|
|
23.4 |
% |
|
31.2 |
% |
|
34.1 |
% |
Expected dividend yield |
|
|
1.2 |
% |
|
0.9 |
% |
|
0.9 |
% |
Risk-free interest rate |
|
|
1.1 |
% |
|
0.7 |
% |
|
0.4 |
% |
The risk-free interest rate is based upon the U.S. Treasury yield curve at the time of grant for the respective expected life of the RSUs. The expected life (estimated period of time outstanding) of RSUs and volatility were calculated using historical data. The expected dividend yield of stock is the Company's best estimate of the expected future dividend yield.
The above assumptions were used to determine the weighted average grant-date fair value of RSUs granted of $19.04, $22.57 and $18.05 during 2015, 2014 and 2013, respectively.
The Company distributed dividends of $0.66 per share for 2015, $0.58 per share for 2014, and $0.50 per share for 2013, respectively, on the Company's Class A common stock and Class B common stock.
|
(14) Employee Benefit Plans
For the majority of its U.S. employees, the Company sponsored a funded non-contributory defined benefit pension plan, the Watts Water Technologies, Inc. Pension Plan (the "Pension Plan"), and an unfunded non-contributory defined benefit pension plan, the Watts Water Technologies, Inc. Supplemental Employees Retirement Plan (the "SERP"). Benefits were based primarily on years of service and employees' compensation. The funding policy of the Company for these plans was to contribute an annual amount that met the Pension Plan's minimum funding requirements and did not exceed the maximum amount that can be deducted for federal income tax purposes. On October 31, 2011, the Company's Board of Directors voted to cease accruals effective December 31, 2011 under both the Company's Pension Plan and the SERP. On April 28, 2014, the Company's Board of Directors voted to terminate the Company's Pension Plan and the SERP. The Board of Directors authorized the Company to make such contributions to the Pension Plan and SERP as may be necessary to make the plans sufficient to settle all plan liabilities.
The Pension Plan was terminated effective July 31, 2014, and on June 4, 2015 the Company received the Internal Revenue Service's favorable determination letter for terminating the Pension Plan. The SERP was terminated effective May 15, 2014. In September 2015, the Company settled its Pension Plan and SERP benefit obligations, which included the following actions:
|
|
|
|
• |
The Company settled all liabilities under the SERP in accordance with Section 409A of the Internal Revenue Code by paying lump sums to all plan participants. |
|
• |
The Company transferred the Pension Plan assets and benefit obligations to an annuity provider and distributed lump sum payments to participants based on their elections. |
|
• |
The Company made cash contributions of $43.2 million to fully fund the above settlement actions. |
The cumulative actuarial losses of $59.7 million that were previously recorded in accumulated other comprehensive income were recognized in selling, general and administrative expenses for the quarter ended September 27, 2015. The associated deferred tax asset of $23.0 million that was previously recorded in accumulated other comprehensive income and netted within long-term deferred tax liabilities was reversed in the quarter ended September 27, 2015.
The funded status of the defined benefit plans and amounts recognized in the consolidated balance sheets are as follows:
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Change in projected benefit obligation |
|
|
|
|
|
|
|
Balance at beginning of the year |
|
$ |
158.9 |
|
$ |
126.3 |
|
Service cost |
|
|
1.3 |
|
|
0.7 |
|
Administration costs paid |
|
|
(1.8 |
) |
|
(1.5 |
) |
Interest cost |
|
|
4.0 |
|
|
5.9 |
|
Actuarial (gain) loss |
|
|
(5.0 |
) |
|
32.6 |
|
Benefits paid |
|
|
(3.8 |
) |
|
(5.1 |
) |
Settlement |
|
|
(153.6 |
) |
|
— |
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
|
— |
|
$ |
158.9 |
|
|
|
|
|
|
|
|
|
Change in fair value of plan assets |
|
|
|
|
|
|
|
Balance at beginning of the year |
|
$ |
118.9 |
|
$ |
103.7 |
|
Actual (loss) gain on assets |
|
|
(3.5 |
) |
|
21.1 |
|
Employer contributions |
|
|
43.8 |
|
|
0.7 |
|
Administration costs paid |
|
|
(1.8 |
) |
|
(1.5 |
) |
Benefits paid |
|
|
(3.8 |
) |
|
(5.1 |
) |
Settlement |
|
|
(153.6 |
) |
|
— |
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of the year |
|
|
— |
|
$ |
118.9 |
|
|
|
|
|
|
|
|
|
Funded status at end of year |
|
|
— |
|
$ |
(40.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The $40.0 million unfunded balance as of December 31, 2014 was recorded in current liabilities on the consolidated balance sheets.
Amounts recognized in accumulated other comprehensive income consist of:
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Net actuarial loss recognized |
|
$ |
(58.9 |
) |
$ |
58.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Information for pension plans with an accumulated benefit obligation in excess of plan assets are as follows:
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Projected benefit obligation |
|
|
— |
|
$ |
158.9 |
|
Accumulated benefit obligation |
|
|
— |
|
$ |
158.9 |
|
Fair value of plan assets |
|
|
— |
|
$ |
118.9 |
|
The components of net periodic benefit cost are as follows:
|
|
Years Ended |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
Service cost—benefits earned |
|
$ |
1.3 |
|
$ |
0.7 |
|
$ |
0.5 |
|
Interest costs on benefits obligation |
|
|
4.0 |
|
|
5.9 |
|
|
5.4 |
|
Expected return on assets |
|
|
(3.4 |
) |
|
(6.3 |
) |
|
(6.8 |
) |
Net actuarial loss amortization |
|
|
1.1 |
|
|
1.2 |
|
|
1.0 |
|
Settlement charge |
|
|
59.7 |
|
|
1.2 |
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
62.7 |
|
$ |
1.5 |
|
$ |
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumptions:
Weighted-average assumptions used to determine benefit obligations:
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
Discount rate |
|
|
N/A |
|
|
3.5 |
% |
Weighted-average assumptions used to determine net periodic benefit costs prior to the settlement in 2015 and as of the balance sheet dates for 2014 and 2013:
|
|
Years Ended |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
Discount rate |
|
|
N/A |
|
|
4.9 |
% |
|
4.0 |
% |
Long-term rate of return on assets |
|
|
4.0 |
% |
|
6.0 |
% |
|
6.0 |
% |
Discount rates are selected based upon rates of return at the measurement date utilizing a bond matching approach to match the expected benefit cash flows. In selecting the expected long-term rate of return on assets, the Company considers the average rate of earnings expected on the funds invested or to be invested to provide for the benefits of this plan. This includes considering the trust's asset allocation and the expected returns likely to be earned over the life of the plan. The long-term rate of return on assets was decreased from 6.0% to 4.0% for 2015 to reflect changes made in the asset allocation in anticipation of plan termination.
Plan assets
The Company's written Retirement Plan Investment Policy set forth the investment policy, objectives and constraints of the Watts Water Technologies, Inc. Pension Plan. This Retirement Plan Investment Policy, set forth by the Pension Plan Committee, defined general investment principles and directed investment management policy, addressing preservation of capital, risk aversion and adherence to investment discipline. Investment managers were to make a reasonable effort to control risk and were evaluated twice a year against commonly accepted benchmarks to ensure that the risk assumed was commensurate with the given investment style and objectives.
The portfolio was designed to achieve a balanced return of current income and modest growth of capital, while achieving returns in excess of the rate of inflation over the investment horizon in order to preserve purchasing power of Plan assets. All Plan assets were required to be invested in liquid securities. Derivative investments were not allowed.
Prohibited investments included, but were not limited to the following: futures contracts, private placements, options, limited partnerships, venture-capital investments, interest-only (IO), principal-only (PO), and residual tranche collateralized mortgage obligation (CMOs), and Watts Water Technologies, Inc. stock.
Prohibited transactions included, but were not limited to the following: short selling and margin transactions.
Allowable assets included: cash equivalents, fixed income securities, equity securities, mutual funds, and guaranteed investment contracts.
Specific guidelines regarding allocation of assets were followed using a liability driven investment (LDI) strategy. Under an LDI strategy, investments were made based on the expected cash flows required to fund the pension plan's liabilities. This cash flow matching technique required a plan's asset allocation to be heavily weighted toward fixed income securities. The Company's allocation target at the end of 2014 was 95% fixed income and 5% equities and other investments in anticipation of the expected termination of the plan in 2015. Investment performance was monitored on a regular basis and investments were re-allocated to stay within specific guidelines. The securities of any one company or government agency should not have exceeded 10% of the total fund, and no more than 20% of the total fund should have been invested in any one industry. Individual treasury securities may have represented 50% of the total fund, while the total allocation to treasury bonds and notes may have represented up to 100% of the Plan's aggregate bond position.
There were no plan assets outstanding as of December 31, 2015. The weighted average asset allocations by asset category as of December 31, 2014 were as follows:
Asset Category |
|
|
|
|
Equity securities |
|
|
4.2 |
% |
Debt securities |
|
|
94.0 |
|
Other |
|
|
1.8 |
|
|
|
|
|
|
Total |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
The following table presents the investments in the pension plan measured at fair value at December 31, 2014:
|
|
December 31, 2014 |
|
||||||||||
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
||||
Money market funds |
|
$ |
2.0 |
|
$ |
— |
|
$ |
— |
|
$ |
2.0 |
|
Equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. equity securities(a) |
|
|
3.2 |
|
|
— |
|
|
— |
|
|
3.2 |
|
Non-U.S. equity securities(a) |
|
|
1.2 |
|
|
— |
|
|
— |
|
|
1.2 |
|
Other equity securities(b) |
|
|
0.5 |
|
|
— |
|
|
— |
|
|
0.5 |
|
Debt securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
U.S. and non-U.S. corporate(c) |
|
|
— |
|
|
110.7 |
|
|
— |
|
|
110.7 |
|
Other investments(d) |
|
|
1.3 |
|
|
— |
|
|
— |
|
|
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments |
|
$ |
8.2 |
|
$ |
110.7 |
|
$ |
— |
|
$ |
118.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Included investments in common stock from diverse industries |
|
(b) |
Included investments in index and exchange-traded funds |
|
(c) |
Includes investment grade bonds from diverse industries |
|
(d) |
Included investments in real estate investment funds, exchange- traded funds, commodity mutual funds and accrued interest |
Cash flows
The information related to the Company's pension funds cash flow is as follows:
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Employer Contributions |
|
$ |
43.8 |
|
$ |
0.7 |
|
Benefit Payments |
|
$ |
3.8 |
|
$ |
5.1 |
|
The Company contributed approximately $43.8 million in 2015 for the Pension Plan and SERP. The $43.8 million contribution in 2015 included the $43.2 million in cash contributions for the settlement and $0.6 million contributed throughout the nine months ended September 27, 2015 related to the SERP. The contribution was based on the distribution date, fair value of the plan assets at distribution, market interest rates and annuity purchase rates at distribution. There are no further benefit payments to be paid by the pension plans.
Additionally, all of the Company's domestic employees are eligible to participate in the Company's 401(k) savings plan. Effective January 1, 2012, the Company provides a base contribution of 2% of an employee's salary, regardless of whether the employee participates in the plan. Further, the Company matches the contribution of up to 100% of the first 4% of an employee's contribution. The Company's match contribution for the years ended December 31, 2015, 2014 and 2013, were $4.3 million, $4.4 million, and $4.2 million, respectively. Charges for EMEA pension plans approximated $4.9 million, $5.5 million and $5.8 million for the years ended December 31, 2015, 2014 and 2013, respectively. These costs relate to plans administered by certain European subsidiaries, with benefits calculated according to government requirements and paid out to employees upon retirement or change of employment.
On August 18, 2015, the Company entered into Amendment No. 3 to Supplemental Compensation Agreement (the "Amendment") with Timothy P. Horne, the Company's former Chief Executive Officer and President and a principal stockholder. Under the Supplemental Compensation Agreement, dated September 1, 1995, as amended on July 25, 2000 and October 23, 2002 (the "Compensation Agreement"), between the Company and Mr. Horne, Mr. Horne received payments for consulting services equal to the greater of (i) one-half of the average of his annual base salary as an employee of the Company during the three years immediately prior to his retirement and (ii) $400,000 for each calendar year following his retirement until the date of his death, subject to certain cost-of-living increases each year. Mr. Horne was paid $598,562 for his consulting services in 2014. Under the Compensation Agreement Mr. Horne was also entitled to receive lifetime benefits, including use of secretarial services, use of an office, retiree health insurance, reimbursement of tax and financial planning expenses, and certain other benefits. The Amendment provides for a $6 million lump-sum buyout of all of the Company's ongoing lifetime payment obligations and all benefits under the Compensation Agreement, except for the use of an office and administrative support. The Amendment also provides for consulting services from Mr. Horne as requested by the Company rather than per year hourly requirements. The Company paid the $6 million lump-sum buyout amount to Mr. Horne in September 2015, which resulted in a $5 million pre-tax charge for the year ended December 31, 2015.
|
(15) Contingencies and Environmental Remediation
Accrual and Disclosure Policy
The Company is a defendant in numerous legal matters arising from its ordinary course of operations, including those involving product liability, environmental matters, and commercial disputes.
The Company reviews its lawsuits and other legal proceedings on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. The Company establishes accruals for matters when the Company assesses that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company does not establish accruals for such matters when the Company does not believe both that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company's assessment of whether a loss is probable is based on its assessment of the ultimate outcome of the matter following all appeals.
Under the FASB issued ASC 450 "Contingencies", an event is "reasonably possible" if "the chance of the future event or events occurring is more than remote but less than likely" and an event is "remote" if "the chance of the future event or events occurring is slight". Thus, references to the upper end of the range of reasonably possible loss for cases in which the Company is able to estimate a range of reasonably possible loss mean the upper end of the range of loss for cases for which the Company believes the risk of loss is more than slight.
There may continue to be exposure to loss in excess of any amount accrued. When it is possible to estimate the reasonably possible loss or range of loss above the amount accrued for the matters disclosed, that estimate is aggregated and disclosed. The Company records legal costs associated with its legal contingencies as incurred, except for legal costs associated with product liability claims which are included in the actuarial estimates used in determining the product liability accrual.
As of December 31, 2015, the Company estimates that the aggregate amount of reasonably possible loss in excess of the amount accrued for its legal contingencies is approximately $3.7 million pre-tax. With respect to the estimate of reasonably possible loss, management has estimated the upper end of the range of reasonably possible loss based on (i) the amount of money damages claimed, where applicable, (ii) the allegations and factual development to date, (iii) available defenses based on the allegations, and/or (iv) other potentially liable parties. This estimate is based upon currently available information and is subject to significant judgment and a variety of assumptions, and known and unknown uncertainties. The matters underlying the estimate will change from time to time, and actual results may vary significantly from the current estimate. In the event of an unfavorable outcome in one or more of the matters described below, the ultimate liability may be in excess of amounts currently accrued, if any, and may be material to the Company's operating results or cash flows for a particular quarterly or annual period. However, based on information currently known to it, management believes that the ultimate outcome of all matters, as they are resolved over time, is not likely to have a material adverse effect on the financial condition of the Company, though the outcome could be material to the Company's operating results for any particular period depending, in part, upon the operating results for such period.
Connector Class Actions
In November and December 2014, Watts Water Technologies, Inc. and Watts Regulator Co. were named as defendants in three separate putative nationwide class action complaints (Meyers v. Watts Water Technologies, Inc., United States District Court for the Southern District of Ohio; Ponzo v. Watts Regulator Co., United States District Court for the District of Massachusetts; Sharp v. Watts Regulator Co., United States District Court for the District of Massachusetts) seeking to recover damages and other relief based on the alleged failure of water heater connectors. On June 26, 2015, plaintiffs in the three actions filed a consolidated amended complaint, under the case captioned Ponzo v. Watts Regulator Co., in the United States District Court for the District of Massachusetts (hereinafter "Ponzo"). WWT was voluntarily dismissed from the Ponzo case. The complaint seeks among other items, damages in an unspecified amount, replacement costs, injunctive relief, declaratory relief, and attorneys' fees and costs. On August 7, 2015, the Company filed a motion to dismiss the complaint, which motion is still pending.
In February 2015, Watts Regulator Co. was named as a defendant in a putative nationwide class action complaint (Klug v. Watts Water Technologies, Inc., et al., United States District Court for the District of Nebraska) seeking to recover damages and other relief based on the alleged failure of the Company's Floodsafe connectors (hereinafter "Klug"). On June 26, 2015, the Company filed a partial motion to dismiss the complaint. In response, on July 17, 2015, plaintiff filed an amended complaint which added additional named plaintiffs and sought to correct deficiencies in the original complaint, Klug v. Watts Regulator Co., United States District Court for the District of Nebraska. The complaint seeks among other items, damages in an unspecified amount, injunctive relief, declaratory relief, and attorneys' fees and costs. On July 31, 2015, the Company filed a partial motion to dismiss the complaint which was granted in part and denied in part on December 29, 2015. The Company answered the amended complaint on February 2, 2016. No formal discovery has yet been conducted.
The Company participated in mediation sessions of the Ponzo and Klug cases in December 2015 and January 2016. On February 16, 2016, the Company reached an agreement in principle to settle all claims. The proposed total settlement amount is $14 million, of which the Company is expected to pay approximately $4.1 million after insurance proceeds, of up to $9.9 million, the receipt of which is also subject to completion of a final written settlement agreement. The settlement is subject to completion of a final written settlement agreement, preliminary court approval and final court approval after a fairness hearing. Accordingly, there can be no assurance that the proposed settlement will be approved in its current form. If the settlement is not approved, the Company intends to continue to vigorously contest the allegations in this case.
During the fourth quarter of 2015, the Company recorded a liability of $14 million related to the Ponzo and Klug matters of which $7.8 million was included in current liabilities and $6.2 million in other noncurrent liabilities. In addition, a $9.5 million receivable was recorded in current assets related to insurance proceeds due, based on costs incurred as of December 31, 2015, and subject to completion of a separate final written settlement agreement if the class action settlement is approved. The Company recorded a pre-tax charge of $3.5 million in the fourth quarter related to the settlement after adjusting the existing product liability accrual.
Trabakoolas et al., v. Watts Water Technologies, Inc., et al.,
On March 8, 2012, Watts Water Technologies, Inc., Watts Regulator Co., and Watts Plumbing Technologies Co., Ltd., among other companies, were named as defendants in a putative nationwide class action complaint filed in the U.S. District Court for the Northern District of California seeking to recover damages and other relief based on the alleged failure of toilet connectors.
On December 12, 2013, the Company reached an agreement in principle that became final on September 4, 2014, to settle all claims. The total settlement amount was $23.0 million, of which we were responsible for $14.0 million after insurance proceeds of $9.0 million. The litigation is now terminated.
During the fourth quarter of 2013, the Company recorded a liability of $22.6 million related to the Trabakoolas matter, of which $12.7 million was included in current liabilities and $9.9 million in other noncurrent liabilities. In addition, a $9.0 million receivable was recorded in current assets related to insurance proceeds due under a separate settlement agreement. The liability was reduced by $13.8 million for payments related to notice and claims administration, plaintiff attorneys' fees and partial funding of the settlement amount made during the twelve months ended December 31, 2014. The $9.0 million receivable for insurance proceeds was received as of September 28, 2014. The liability was reduced by $2.3 million for the annual funding installment during the year ended December 31, 2015. The remaining liability of $6.5 million as of December 31, 2015 will be paid in equal annual installments over the next three years.
Product Liability
The Company is subject to a variety of potential liabilities in connection with product liability cases. The Company maintains a high self-insured retention limit within our product liability and general liability coverage, which the Company believes to be generally in accordance with industry practices. For product liability cases in the U.S., management establishes its product liability accrual, which includes legal costs associated with accrued claims, by utilizing third-party actuarial valuations which incorporate historical trend factors and the Company's specific claims experience derived from loss reports provided by third-party administrators. The product liability accrual is established after considering any applicable insurance coverage. Changes in the nature of product liability claims or the actual settlement amounts could affect the adequacy of the estimates and require changes to the provisions. Because the liability is an estimate, the ultimate liability may be more or less than reported.
Environmental Remediation
The Company has been named as a potentially responsible party with respect to a limited number of identified contaminated sites. The levels of contamination vary significantly from site to site as do the related levels of remediation efforts. Environmental liabilities are recorded based on the most probable cost, if known, or on the estimated minimum cost of remediation. Accruals are not discounted to their present value, unless the amount and timing of expenditures are fixed and reliably determinable. The Company accrues estimated environmental liabilities based on assumptions, which are subject to a number of factors and uncertainties. Circumstances that can affect the reliability and precision of these estimates include identification of additional sites, environmental regulations, level of clean-up required, technologies available, number and financial condition of other contributors to remediation and the time period over which remediation may occur. The Company recognizes changes in estimates as new remediation requirements are defined or as new information becomes available.
Asbestos Litigation
The Company is defending approximately 310 lawsuits in different jurisdictions, alleging injury or death as a result of exposure to asbestos. The complaints in these cases typically name a large number of defendants and do not identify any particular Company products as a source of asbestos exposure. To date, discovery has failed to yield evidence of substantial exposure to any Company products and no judgments have been entered against the Company.
Other Litigation
Other lawsuits and proceedings or claims, arising from the ordinary course of operations, are also pending or threatened against the Company.
|
(16) Financial Instruments
Fair Value
The carrying amounts of cash and cash equivalents, short-term investments, trade receivables and trade payables approximate fair value because of the short maturity of these financial instruments.
The fair value of the Company's 5.85% senior notes due 2016 and 5.05% senior notes due 2020 is based on quoted market prices of similar notes (level 2). The fair value of the Company's borrowings outstanding under the Credit Agreement and the Company's variable rate debt approximates its carrying value. The carrying amount and the estimated fair market value of the Company's long-term debt, including the current portion, are as follows:
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Carrying amount |
|
$ |
577.3 |
|
$ |
579.7 |
|
Estimated fair value |
|
$ |
586.1 |
|
$ |
599.3 |
|
Financial Instruments
The Company measures certain financial assets and liabilities at fair value on a recurring basis, including foreign currency derivatives, deferred compensation plan assets and related liability. There are no cash flow hedges as of December 31, 2015. The fair value of these certain financial assets and liabilities were determined using the following inputs at December 31, 2015 and 2014:
|
|
Fair Value Measurements at December 31, 2015 Using: |
|
||||||||||
|
|
|
|
Quoted Prices in Active |
|
Significant Other |
|
Significant |
|
||||
|
|
Total |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
|
||||
|
|
(in millions) |
|
||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan asset for deferred compensation(1) |
|
$ |
3.3 |
|
$ |
3.3 |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
3.3 |
|
$ |
3.3 |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan liability for deferred compensation(2) |
|
$ |
3.3 |
|
$ |
3.3 |
|
$ |
— |
|
$ |
— |
|
Redeemable financial instrument(3) |
|
$ |
5.7 |
|
$ |
— |
|
$ |
— |
|
$ |
5.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
9.0 |
|
$ |
3.3 |
|
$ |
— |
|
$ |
5.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2014 Using: |
|
||||||||||
|
|
|
|
Quoted Prices in Active |
|
Significant Other |
|
Significant |
|
||||
|
|
Total |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
|
||||
|
|
(in millions) |
|
||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan asset for deferred compensation(1) |
|
$ |
4.0 |
|
$ |
4.0 |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
4.0 |
|
$ |
4.0 |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan liability for deferred compensation(2) |
|
$ |
4.0 |
|
$ |
4.0 |
|
$ |
— |
|
$ |
— |
|
Contingent consideration(4) |
|
|
2.5 |
|
|
— |
|
|
— |
|
|
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
6.5 |
|
$ |
4.0 |
|
$ |
— |
|
$ |
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Included on the Company's consolidated balance sheet in other assets (other, net). |
|
(2) |
Included on the Company's consolidated balance sheet in accrued compensation and benefits. |
|
(3) |
Included on the Company's consolidated balance sheet in other noncurrent liabilities as of December 31, 2015 and relates to a mandatorily redeemable equity instrument as part of the Apex acquisition in 2015. |
|
(4) |
Included on the Company's consolidated balance sheet in accrued expenses and other liabilities as of December 31, 2014 and relates to the contingent consideration remaining from the Tekmar acquisition. |
The table below provides a summary of the changes in fair value of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the period December 31, 2014 to December 31, 2015.
|
|
|
|
|
|
|
|
Total realized and unrealized |
|
|
|
||||||||
|
|
Balance |
|
Settlements |
|
Purchases |
|
Net earnings |
|
Comprehensive |
|
Balance |
|
||||||
|
|
(in millions) |
|
||||||||||||||||
Contingent consideration |
|
$ |
2.5 |
|
$ |
(2.3 |
) |
|
|
|
|
— |
|
$ |
(0.2 |
) |
|
— |
|
Redeemable financial instrument |
|
|
— |
|
|
— |
|
$ |
5.5 |
|
|
— |
|
$ |
0.2 |
|
$ |
5.7 |
|
In connection with the acquisition of Apex, a liability of $5.5 million was recognized as the estimate of the acquisition date fair value of the mandatorily redeemable equity instrument. This liability is classified as Level 3 under the fair value hierarchy as it is based on the commitment to purchase the remaining 20% of Apex shares within the next three years, which is not observable in the market.
The $2.5 million contingent consideration liability balance at December 31, 2014 related to the Tekmar Control Systems acquisition in 2012. This liability was classified as Level 3 under the fair value hierarchy as it was based on the probability of achievement of a future performance metric as of the date of the acquisition, which was not observable in the market. The final contingent consideration payment of $2.3 million was made in the second quarter of 2015.
Cash equivalents consist of instruments with remaining maturities of three months or less at the date of purchase and consist primarily of certificates of deposit and money market funds, for which the carrying amount is a reasonable estimate of fair value.
The Company uses financial instruments from time to time to enhance its ability to manage risk, including foreign currency and commodity pricing exposures, which exist as part of its ongoing business operations. The use of derivatives exposes the Company to counterparty credit risk for nonperformance and to market risk related to changes in currency exchange rates and commodity prices. The Company manages its exposure to counterparty credit risk through diversification of counterparties. The Company's counterparties in derivative transactions are substantial commercial banks with significant experience using such derivative instruments. The impact of market risk on the fair value and cash flows of the Company's derivative instruments is monitored and the Company restricts the use of derivative financial instruments to hedging activities. The Company does not enter into contracts for trading purposes nor does the Company enter into any contracts for speculative purposes. The use of derivative instruments is approved by senior management under written guidelines.
The Company has exposure to a number of foreign currency rates, including the Canadian dollar, the euro, the Chinese yuan and the British pound. To manage this risk, the Company generally uses a layering methodology whereby at the end of any quarter, the Company has generally entered into forward exchange contracts which hedge approximately 50% of the projected intercompany purchase transactions for the next twelve months. The Company primarily uses this strategy for the purchases between Canada and the U.S. The average volume of contracts can vary but generally approximates $0 to $10.0 million in open contracts at the end of any given quarter. At December 31, 2015 and 2014, the Company did not have any open forward exchange contracts. At December 31, 2013, the Company had contracts for notional amounts aggregating approximately $1.0 million. The Company accounts for the forward exchange contracts as an economic hedge and has elected not to designate its derivative instruments as hedging instruments. Realized and unrealized gains and losses on the contracts are recognized in other (income) expense in the consolidated statement of operations. These contracts do not subject the Company to significant market risk from exchange movement because they primarily offset gains and losses on the related foreign currency denominated transactions.
The impact of derivative instruments in the consolidated statements of operations was immaterial for 2015, 2014 and 2013.
Leases
The Company leases certain manufacturing facilities, sales offices, warehouses, and equipment. Generally, the leases carry renewal provisions and require the Company to pay maintenance costs. Future minimum lease payments under capital leases and non-cancelable operating leases as of December 31, 2015 are as follows:
|
|
Capital Leases |
|
Operating Leases |
|
||
|
|
(in millions) |
|
||||
2016 |
|
$ |
1.2 |
|
$ |
8.8 |
|
2017 |
|
|
1.2 |
|
|
5.9 |
|
2018 |
|
|
1.2 |
|
|
3.8 |
|
2019 |
|
|
1.1 |
|
|
2.7 |
|
2020 |
|
|
1.0 |
|
|
2.0 |
|
Thereafter |
|
|
0.2 |
|
|
4.9 |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
5.9 |
|
$ |
28.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less amount representing interest (at rates ranging from 4.3% to 7.0%) |
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
Present value of net minimum capital lease payments |
|
|
5.5 |
|
|
|
|
Less current installments of obligations under capital leases |
|
|
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
Obligations under capital leases, excluding current installments |
|
$ |
4.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amounts of assets under capital lease include:
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Buildings |
|
|
13.8 |
|
$ |
15.4 |
|
Machinery and equipment |
|
|
1.7 |
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
15.5 |
|
|
17.1 |
|
Less accumulated depreciation |
|
|
(5.1 |
) |
|
(5.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
10.4 |
|
$ |
12.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17) Segment Information
The Company operates in three geographic segments: Americas, EMEA, and Asia-Pacific. Each of these segments sells similar products, is managed separately and has separate financial results that are reviewed by the Company's chief operating decision-maker. All intercompany sales transactions have been eliminated. Sales by region are based upon location of the entity recording the sale. The accounting policies for each segment are the same as those described in the summary of significant accounting policies (see Note 2).
The following is a summary of the Company's significant accounts and balances by segment, reconciled to its consolidated totals:
|
|
Years Ended December 31, |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
Net Sales |
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
978.5 |
|
$ |
926.8 |
|
$ |
878.5 |
|
EMEA |
|
|
445.5 |
|
|
546.4 |
|
|
562.2 |
|
Asia-Pacific |
|
|
43.7 |
|
|
40.5 |
|
|
32.8 |
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net sales |
|
$ |
1,467.7 |
|
$ |
1,513.7 |
|
$ |
1,473.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
109.9 |
|
$ |
110.3 |
|
$ |
84.0 |
|
EMEA |
|
|
(98.6 |
) |
|
37.5 |
|
|
46.9 |
|
Asia-Pacific |
|
|
(0.5 |
) |
|
(6.5 |
) |
|
9.7 |
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal reportable segments |
|
|
10.8 |
|
|
141.3 |
|
|
140.6 |
|
Corporate(*) |
|
|
(100.9 |
) |
|
(35.9 |
) |
|
(29.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
Consolidated operating (loss) income |
|
|
(90.1 |
) |
|
105.4 |
|
|
111.5 |
|
Interest income |
|
|
1.0 |
|
|
0.7 |
|
|
0.6 |
|
Interest expense |
|
|
(24.3 |
) |
|
(19.9 |
) |
|
(21.5 |
) |
Other income (expense), net |
|
|
2.4 |
|
|
(3.1 |
) |
|
(2.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes |
|
$ |
(111.0 |
) |
$ |
83.1 |
|
$ |
87.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable assets (at end of period) |
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
972.7 |
|
$ |
1,014.8 |
|
$ |
787.9 |
|
EMEA |
|
|
607.7 |
|
|
787.5 |
|
|
869.6 |
|
Asia-Pacific |
|
|
112.4 |
|
|
145.7 |
|
|
82.7 |
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated identifiable assets |
|
$ |
1,692.8 |
|
$ |
1,948.0 |
|
$ |
1,740.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net (at end of period) |
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
88.6 |
|
$ |
90.1 |
|
$ |
85.8 |
|
EMEA |
|
|
82.3 |
|
|
100.1 |
|
|
119.8 |
|
Asia-Pacific |
|
|
13.5 |
|
|
13.1 |
|
|
14.3 |
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated long-lived assets |
|
$ |
184.4 |
|
$ |
203.3 |
|
$ |
219.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Expenditures |
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
19.0 |
|
$ |
10.9 |
|
$ |
18.0 |
|
EMEA |
|
|
7.5 |
|
|
11.6 |
|
|
8.5 |
|
Asia-Pacific |
|
|
1.2 |
|
|
1.2 |
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated capital expenditures |
|
$ |
27.7 |
|
$ |
23.7 |
|
$ |
27.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization |
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
29.0 |
|
$ |
20.1 |
|
$ |
20.5 |
|
EMEA |
|
|
21.1 |
|
|
25.8 |
|
|
26.0 |
|
Asia-Pacific |
|
|
2.3 |
|
|
2.2 |
|
|
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated depreciation and amortization |
|
$ |
52.5 |
|
$ |
48.1 |
|
$ |
48.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Corporate expenses are primarily for administrative compensation expense, compliance costs, professional fees, including corporate-related legal and audit expenses, shareholder services and benefit administration costs. Included in Corporate's operating loss for 2015 is a $59.7 million charge related to the Company's settlement of its Pension Plan and SERP benefit obligations. Refer to Note 14 Defined Benefit Plans for further discussion. |
The following includes U.S. net sales and U.S. property, plant and equipment of the Company's Americas segment:
|
|
Years Ended December 31, |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
U.S. net sales |
|
$ |
909.2 |
|
$ |
849.0 |
|
$ |
788.7 |
|
U.S. property, plant and equipment, net (at end of year) |
|
$ |
85.2 |
|
$ |
86.0 |
|
$ |
81.1 |
|
The following includes intersegment sales for Americas, EMEA and Asia-Pacific:
|
|
Years Ended December 31, |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
Intersegment Sales |
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
8.2 |
|
$ |
6.3 |
|
$ |
5.4 |
|
EMEA |
|
|
9.8 |
|
|
13.3 |
|
|
10.2 |
|
Asia-Pacific |
|
|
110.9 |
|
|
155.3 |
|
|
170.9 |
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment sales |
|
$ |
128.9 |
|
$ |
174.9 |
|
$ |
186.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company sells its products into various end markets around the world and groups net sales to third parties into four product categories. Net sales to third parties for the four product categories are as follows:
|
|
Years Ended December 31, |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
Net Sales |
|
|
|
|
|
|
|
|
|
|
Residential & commercial flow control |
|
$ |
831.1 |
|
$ |
930.3 |
|
$ |
907.7 |
|
HVAC & gas |
|
|
425.1 |
|
|
356.2 |
|
|
348.8 |
|
Drains & water re-use |
|
|
131.0 |
|
|
144.0 |
|
|
140.0 |
|
Water quality |
|
|
80.5 |
|
|
83.2 |
|
|
77.0 |
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net sales |
|
$ |
1,467.7 |
|
$ |
1,513.7 |
|
$ |
1,473.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18) Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) consists of the following:
|
|
Foreign |
|
Pension |
|
Accumulated |
|
|||
|
|
(in millions) |
|
|||||||
Balance December 31, 2014 |
|
$ |
(53.0 |
) |
$ |
(36.1 |
) |
$ |
(89.1 |
) |
Change in period |
|
|
(65.1 |
) |
|
0.2 |
|
|
(64.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance March 29, 2015 |
|
$ |
(118.1 |
) |
$ |
(35.9 |
) |
$ |
(154.0 |
) |
Change in period |
|
|
18.4 |
|
|
0.2 |
|
|
18.6 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance June 28, 2015 |
|
$ |
(99.7 |
) |
$ |
(35.7 |
) |
$ |
(135.4 |
) |
Change in period |
|
|
(5.8 |
) |
|
35.7 |
|
|
29.9 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance September 27, 2015 |
|
$ |
(105.5 |
) |
$ |
— |
|
$ |
(105.5 |
) |
Change in period |
|
|
(22.7 |
) |
|
— |
|
|
(22.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2015 |
|
$ |
(128.2 |
) |
$ |
— |
|
$ |
(128.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2013 |
|
$ |
37.9 |
|
$ |
(25.9 |
) |
$ |
12.0 |
|
Change in period |
|
|
(4.3 |
) |
|
0.2 |
|
|
(4.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance March 30, 2014 |
|
$ |
33.6 |
|
$ |
(25.7 |
) |
$ |
7.9 |
|
Change in period |
|
|
(4.3 |
) |
|
0.1 |
|
|
(4.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance June 29, 2014 |
|
$ |
29.3 |
|
$ |
(25.6 |
) |
$ |
3.7 |
|
Change in period |
|
|
(44.4 |
) |
|
(10.3 |
) |
|
(54.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance September 28, 2014 |
|
$ |
(15.1 |
) |
$ |
(35.9 |
) |
$ |
(51.0 |
) |
Change in period |
|
|
(37.9 |
) |
|
(0.2 |
) |
|
(38.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2014 |
|
$ |
(53.0 |
) |
$ |
(36.1 |
) |
$ |
(89.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19) Quarterly Financial Information (unaudited)
|
|
First |
|
Second |
|
Third |
|
Fourth |
|
||||
|
|
(in millions, except per share information) |
|
||||||||||
Year ended December 31, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
356.2 |
|
$ |
386.9 |
|
$ |
366.3 |
|
$ |
358.3 |
|
Gross profit |
|
|
130.5 |
|
|
145.8 |
|
|
142.2 |
|
|
134.6 |
|
Net income (loss) |
|
|
11.6 |
|
|
19.3 |
|
|
(25.7 |
) |
|
(118.2 |
) |
Per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
0.33 |
|
|
0.55 |
|
|
(0.73 |
) |
|
(3.41 |
) |
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
0.33 |
|
|
0.55 |
|
|
(0.73 |
) |
|
(3.41 |
) |
Dividends declared per common share |
|
|
0.15 |
|
|
0.17 |
|
|
0.17 |
|
|
0.17 |
|
Year ended December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
365.2 |
|
$ |
396.0 |
|
$ |
376.0 |
|
$ |
376.5 |
|
Gross profit |
|
|
133.3 |
|
|
139.0 |
|
|
138.1 |
|
|
131.4 |
|
Net income (loss) |
|
|
14.1 |
|
|
21.3 |
|
|
22.6 |
|
|
(7.7 |
) |
Per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
0.40 |
|
|
0.60 |
|
|
0.64 |
|
|
(0.22 |
) |
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
0.40 |
|
|
0.60 |
|
|
0.64 |
|
|
(0.22 |
) |
Dividends declared per common share |
|
|
0.13 |
|
|
0.15 |
|
|
0.15 |
|
|
0.15 |
|
In the fourth quarter of 2015, the Company recorded an after-tax goodwill impairment charge of $126.3 million relating to the EMEA reporting unit, impairment charges of $0.4 million relating to indefinite-lived trade names, $5.6 million of restructuring charges, $4.0 million of deployment costs relating to the EMEA, Americas, and Asia-Pacific transformation programs. In the fourth quarter of 2015, the Company recorded an after-tax charge of $2.2 million for a settlement in principle relating to two class action lawsuits regarding legacy products.
|
(20) Subsequent Events
On February 11, 2016, the Company declared a quarterly dividend of seventeen cents ($0.17) per share on each outstanding share of Class A common stock and Class B common stock.
|
Schedule II—Valuation and Qualifying Accounts
(Amounts in millions)
|
|
Balance At |
|
Additions |
|
Additions |
|
Deductions |
|
Balance At |
|
|||||
Year Ended December 31, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
9.5 |
|
|
1.2 |
|
|
0.2 |
|
|
(1.2 |
) |
$ |
9.7 |
|
Reserve for excess and obsolete inventories |
|
$ |
26.8 |
|
|
8.1 |
|
|
0.3 |
|
|
(7.3 |
) |
$ |
27.9 |
|
Year Ended December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
9.7 |
|
|
2.4 |
|
|
— |
|
|
(1.5 |
) |
$ |
10.6 |
|
Reserve for excess and obsolete inventories |
|
$ |
27.9 |
|
|
8.6 |
|
|
— |
|
|
(7.2 |
) |
$ |
29.3 |
|
Year Ended December 31, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
10.6 |
|
$ |
2.8 |
|
|
— |
|
|
(3.3 |
) |
$ |
10.1 |
|
Reserve for excess and obsolete inventories |
|
$ |
29.3 |
|
$ |
11.8 |
|
|
— |
|
|
(12.0 |
) |
$ |
29.1 |
|
|
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its majority and wholly owned subsidiaries. Upon consolidation, all significant intercompany accounts and transactions are eliminated.
Cash Equivalents
Cash equivalents consist of instruments with remaining maturities of three months or less at the date of purchase and consist primarily of certificates of deposit and money market funds, for which the carrying amount is a reasonable estimate of fair value.
Allowance for Doubtful Accounts
Allowance for doubtful accounts includes reserves for bad debts, sales returns and allowances and cash discounts. The Company analyzes the aging of accounts receivable, individual accounts receivable, historical bad debts, concentration of receivables by customer, customer credit worthiness, current economic trends, and changes in customer payment terms. The Company specifically analyzes individual accounts receivable and establishes specific reserves against financially troubled customers. In addition, factors are developed in certain regions utilizing historical trends of sales and returns and allowances and cash discount activities to derive a reserve for returns and allowances and cash discounts.
Concentration of Credit
The Company sells products to a diversified customer base and, therefore, has no significant concentrations of credit risk. In 2015, 2014, and 2013, no customer accounted for 10% or more of the Company's total sales.
Inventories
Inventories are stated at the lower of cost or market, using primarily the first-in, first-out method. Market value is determined by replacement cost or net realizable value. Historical usage is used as the basis for determining the reserve for excess or obsolete inventories.
Goodwill and Other Intangible Assets
Goodwill is recorded when the consideration paid for acquisitions exceeds the fair value of net tangible and intangible assets acquired. Goodwill and other intangible assets with indefinite useful lives are not amortized, but rather are tested at least annually for impairment.
The changes in the carrying amount of goodwill by geographic segment are as follows:
|
|
Year Ended December 31, 2015 |
|
||||||||||||||||||||||
|
|
Gross Balance |
|
Accumulated Impairment Losses |
|
Net Goodwill |
|
||||||||||||||||||
|
|
Balance |
|
Acquired |
|
Foreign |
|
Balance |
|
Balance |
|
Impairment |
|
Balance |
|
December 31, |
|
||||||||
|
|
(in millions) |
|
||||||||||||||||||||||
Americas |
|
$ |
398.0 |
|
|
— |
|
|
(6.8 |
) |
|
391.2 |
|
$ |
(24.5 |
) |
|
— |
|
|
(24.5 |
) |
|
366.7 |
|
EMEA |
|
|
265.5 |
|
|
— |
|
|
(26.9 |
) |
|
238.6 |
|
|
— |
|
|
(129.7 |
) |
|
(129.7 |
) |
|
108.9 |
|
Asia-Pacific |
|
|
12.9 |
|
|
12.9 |
|
|
0.5 |
|
|
26.3 |
|
|
(12.9 |
) |
|
— |
|
|
(12.9 |
) |
|
13.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
676.4 |
|
|
12.9 |
|
|
(33.2 |
) |
|
656.1 |
|
$ |
(37.4 |
) |
|
(129.7 |
) |
|
(167.1 |
) |
|
489.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2014 |
|
||||||||||||||||||||||
|
|
Gross Balance |
|
Accumulated Impairment Losses |
|
Net Goodwill |
|
||||||||||||||||||
|
|
Balance |
|
Acquired |
|
Foreign |
|
Balance |
|
Balance |
|
Impairment |
|
Balance |
|
December 31, |
|
||||||||
|
|
(in millions) |
|
||||||||||||||||||||||
Americas |
|
$ |
224.7 |
|
$ |
174.3 |
|
$ |
(1.0 |
) |
$ |
398.0 |
|
$ |
(24.5 |
) |
$ |
— |
|
$ |
(24.5 |
) |
$ |
373.5 |
|
EMEA |
|
|
301.3 |
|
|
— |
|
|
(35.8 |
) |
|
265.5 |
|
|
— |
|
|
— |
|
|
— |
|
|
265.5 |
|
Asia-Pacific |
|
|
13.3 |
|
|
— |
|
|
(0.4 |
) |
|
12.9 |
|
|
— |
|
|
(12.9 |
) |
|
(12.9 |
) |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
539.3 |
|
$ |
174.3 |
|
$ |
(37.2 |
) |
$ |
676.4 |
|
$ |
(24.5 |
) |
$ |
(12.9 |
) |
$ |
(37.4 |
) |
$ |
639.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On November 30, 2015, the Company completed the acquisition of 80% of the outstanding shares of Apex Valves Limited ("Apex"), a New Zealand company, with a commitment to purchase the remaining 20% ownership within three years of closing. The aggregate purchase price was approximately $20.4 million and the Company recorded a liability of $5.5 million as the estimate of the acquisition date fair value on the contractual call option to purchase the remaining 20%. The Company accounted for the transaction as a business combination. The Company completed a purchase price allocation that resulted in the recognition of $12.9 million in goodwill and $10.1 million in intangible assets.
On December 1, 2014, the Company completed the acquisition of AERCO International, Inc. ("AERCO"), in a share purchase transaction. The aggregate purchase price recorded, including an estimated working capital adjustment, was approximately $272.2 million and was subject to a final post-closing working capital adjustment. The Company accounted for the transaction as a business combination and the acquisition was financed from a borrowing under the Company's Credit Agreement. The Company completed a purchase price allocation that resulted in the recognition of $174.3 million in goodwill and $102.4 million in intangible assets as of December 31, 2014. In 2015, the working capital adjustment was finalized resulting in a total purchase price of $271.5 million and the recognition of $173.3 million in goodwill.
During the second quarter of 2015, $4.1 million of goodwill in the Americas segment was reclassified to assets held for sale and included in the net assets sold during the third quarter of 2015. This reduction to goodwill was included in the "Foreign Currency Translation and Other" category in the table above. Refer to Note 5 Sale of Business, for further discussion.
Impairment of Goodwill and Long-Lived Assets
Goodwill is tested for impairment at least annually or more frequently if events or circumstances indicate that it is "more likely than not" that goodwill might be impaired, such as a change in business conditions. The Company performs its annual goodwill impairment assessment in the fourth quarter of each year.
In the fourth quarter of 2015, the Company performed a quantitative impairment analysis for the EMEA reporting unit in connection with the annual strategic plan and due to the underperformance to budget, primarily caused by the continued challenging European macroeconomic environment. The Company estimated the fair value of the reporting unit using a weighted calculation of the income approach and the market approach. The income approach calculated the present value of expected future cash flows and included the impact of recent underperformance of the reporting unit due to the continued challenging macroeconomic environment in Europe and our lowered expectations for the reporting unit going forward included in the strategic plan. The guideline public company method (market approach) calculated estimated fair values based on valuation multiples derived from stock prices and enterprise values of publicly traded companies that are comparable to our Company. In the second step of the impairment test, the carrying value of the goodwill exceeded the implied fair value of goodwill, resulting in a pre-tax impairment charge of $129.7 million. There was a tax benefit associated with the impairment of $3.4 million, resulting in a net impairment charge of $126.3 million.
As of the end of the fourth quarter of 2014, management determined that it was "more likely than not" that a significant portion of the Asia-Pacific reporting unit's third-party and intersegment net sales were expected to decline as a result of the initial phase of the Americas and Asia-Pacific transformation and restructuring program. Based on this factor, the Company performed a quantitative impairment analysis for the Asia-Pacific reporting unit. The Company completed a fair value assessment of the net assets of the reporting unit and recorded an impairment of $12.9 million in the fourth quarter of 2014. The Company estimated the fair value of the reporting unit using the present value of expected future cash flows that reflect the impact of certain product line rationalization efforts associated with the initial phase of the Americas and Asia-Pacific transformation and restructuring program, including the sale of certain assets. In the second step of the impairment test, the carrying value of the goodwill exceeded the implied fair value of goodwill, resulting in a full impairment. There was no tax benefit associated with the impairment and the $12.9 million charge eliminated all goodwill on the Asia-Pacific reporting unit.
Indefinite-lived intangibles are tested for impairment at least annually or more frequently if events or circumstances, such as a change in business conditions, indicate that it is "more likely than not" that an intangible asset might be impaired. The Company performs its annual indefinite-lived intangibles impairment assessment in the fourth quarter of each year. For the 2015, 2014 and 2013 impairment assessments, the Company performed quantitative assessments for all indefinite-lived intangible assets. The methodology employed was the relief from royalty method, a subset of the income approach. Based on the results of the assessment, the Company recognized non-cash pre-tax impairment charges in 2015, 2014 and 2013 of approximately $0.6 million, $1.3 million and $0.7 million, respectively. The impairment charge of $0.6 million consists of a $0.5 million impairment charge for a trade name in the Americas segment and a $0.1 million impairment charge for a trade name in the EMEA segment. The impairment charge of $1.3 million in 2014 consists of a $0.5 million impairment charge for a trade name in the Americas segment and a $0.8 million impairment charge for a trade name in the EMEA segment. The gross carrying amount in the table below reflects the impairment charges.
Intangible assets with estimable lives and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of intangible assets with estimable lives and other long- lived assets is measured by a comparison of the carrying amount of an asset or asset group to future net undiscounted pretax cash flows expected to be generated by the asset or asset group. If these comparisons indicate that an asset is not recoverable, the impairment loss recognized is the amount by which the carrying amount of the asset or asset group exceeds the related estimated fair value. Estimated fair value is based on either discounted future pretax operating cash flows or appraised values, depending on the nature of the asset. The Company determines the discount rate for this analysis based on the weighted average cost of capital using the market and guideline public companies for the related businesses and does not allocate interest charges to the asset or asset group being measured. Judgment is required to estimate future operating cash flows.
Intangible assets include the following:
|
|
December 31, |
|
||||||||||||||||
|
|
2015 |
|
2014 |
|
||||||||||||||
|
|
Gross |
|
Accumulated |
|
Net |
|
Gross |
|
Accumulated |
|
Net |
|
||||||
|
|
(in millions) |
|
||||||||||||||||
Patents |
|
$ |
16.1 |
|
$ |
(14.1 |
) |
$ |
2.0 |
|
$ |
16.2 |
|
$ |
(13.3 |
) |
$ |
2.9 |
|
Customer relationships |
|
|
212.5 |
|
|
(102.1 |
) |
|
110.4 |
|
|
206.7 |
|
|
(87.5 |
) |
|
119.2 |
|
Technology |
|
|
41.3 |
|
|
(16.1 |
) |
|
25.2 |
|
|
42.1 |
|
|
(12.9 |
) |
|
29.2 |
|
Trade names |
|
|
21.9 |
|
|
(6.4 |
) |
|
15.5 |
|
|
20.6 |
|
|
(4.2 |
) |
|
16.4 |
|
Other |
|
|
9.4 |
|
|
(5.9 |
) |
|
3.5 |
|
|
9.5 |
|
|
(5.7 |
) |
|
3.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amortizable intangibles |
|
|
301.2 |
|
|
(144.6 |
) |
|
156.6 |
|
|
295.1 |
|
|
(123.6 |
) |
|
171.5 |
|
Indefinite-lived intangible assets |
|
|
36.2 |
|
|
— |
|
|
36.2 |
|
|
38.6 |
|
|
— |
|
|
38.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
337.4 |
|
$ |
(144.6 |
) |
$ |
192.8 |
|
$ |
333.7 |
|
$ |
(123.6 |
) |
$ |
210.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company acquired $10.1 million in intangible assets as part of the APEX acquisition, consisting primarily of customer relationships valued at $8.4 million and the trade name of $1.7 million. The weighted-average amortization period in total and by asset category of customer relationships and the trade name is 13 years, 10 years and 15 years, respectively.
Aggregate amortization expense for amortized intangible assets for 2015, 2014 and 2013 was $20.9 million, $15.2 million and $14.7 million, respectively. Additionally, future amortization expense on amortizable intangible assets is expected to be $20.1 million for 2016, $19.5 million for 2017, $16.2 million for 2018, $12.5 million for 2019, and $12.2 million for 2020. Amortization expense is provided on a straight- line basis over the estimated useful lives of the intangible assets. The weighted-average remaining life of total amortizable intangible assets is 11.9 years. Patents, customer relationships, technology, trade names and other amortizable intangibles have weighted-average remaining lives of 4.0 years, 11.5 years, 9.6 years, 14.5 years and 32.5 years, respectively. Indefinite-lived intangible assets primarily include trade names and trademarks.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets, which range from 10 to 40 years for buildings and improvements and 3 to 15 years for machinery and equipment. Leasehold improvements are depreciated over the lesser of the economic useful life of the asset or the remaining lease term.
Taxes, Other than Income Taxes
Taxes assessed by governmental authorities on sale transactions are recorded on a net basis and excluded from sales in the Company's consolidated statements of operations.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company recognizes tax benefits when the item in question meets the more-likely-than-not (greater than 50% likelihood of being sustained upon examination by the taxing authorities) threshold. During 2015, unrecognized tax benefits of the Company increased by a net amount of $2.4 million. Unrecognized tax benefits increased by approximately $3.6 million which was mainly related to European tax positions. Unrecognized tax benefits decreased by $1.2 million, whereby approximately $0.8 million was primarily related to a settlement from the completion of a European audit.
As of December 31, 2015, the Company had gross unrecognized tax benefits of approximately $4.2 million, approximately $1.8 million of which, if recognized, would affect the effective tax rate. The difference between the amount of unrecognized tax benefits and the amount that would affect the effective tax rate consists of the federal tax benefit of state income tax items and allowable correlative adjustments that are available for certain jurisdictions.
A reconciliation of the beginning and ending amount of unrecognized tax is as follows:
|
|
(in millions) |
|
|
Balance at January 1, 2015 |
|
$ |
1.8 |
|
Increases related to prior year tax positions |
|
|
0.7 |
|
Increases related to current year tax positions |
|
|
2.9 |
|
Decreases related to statute expirations |
|
|
(0.3 |
) |
Settlements |
|
|
(0.8 |
) |
Currency movement |
|
|
(0.1 |
) |
|
|
|
|
|
Balance at December 31, 2015 |
|
$ |
4.2 |
|
|
|
|
|
|
|
|
|
|
|
The Company estimates that it is reasonably possible that the balance of unrecognized tax benefits as of December 31, 2015 may decrease by approximately $0.7 million in the next twelve months, as a result of settlements with tax authorities.
The Company conducts business in a variety of locations throughout the world resulting in tax filings in numerous domestic and foreign jurisdictions. The Company is subject to tax examinations regularly as part of the normal course of business. The Company's major jurisdictions are the U.S., France, Germany, Canada, and the Netherlands. The statute of limitations in the U.S. is subject to tax examination for 2012 and later; France, Germany, Canada and the Netherlands are subject to tax examination for 2011-2013 and later. All other jurisdictions, with few exceptions, are no longer subject to tax examinations in state and local, or international jurisdictions for tax years before 2011.
The Company accounts for interest and penalties related to uncertain tax positions as a component of income tax expense.
Foreign Currency Translation
The financial statements of subsidiaries located outside the United States generally are measured using the local currency as the functional currency. Balance sheet accounts, including goodwill, of foreign subsidiaries are translated into United States dollars at year-end exchange rates. Income and expense items are translated at weighted average exchange rates for each period. Net translation gains or losses are included in other comprehensive income, a separate component of stockholders' equity. The Company does not provide for U.S. income taxes on foreign currency translation adjustments since it does not provide for such taxes on undistributed earnings of foreign subsidiaries. Gains and losses from foreign currency transactions of these subsidiaries are included in net earnings.
Stock-Based Compensation
The Company records compensation expense in the financial statements for share-based awards based on the grant date fair value of those awards. Stock-based compensation expense includes an estimate for pre-vesting forfeitures and is recognized over the requisite service periods of the awards on a straight-line basis, which is generally commensurate with the vesting term. The benefits associated with tax deductions in excess of recognized compensation cost are reported as a financing cash flow.
At December 31, 2015, the Company had one stock-based compensation plan with total unrecognized compensation costs related to unvested stock-based compensation arrangements of approximately $21.1 million and a total weighted average remaining term of 1.6 years. For 2015, 2014 and 2013, the Company recognized compensation costs related to stock-based programs of approximately $10.9 million, $8.6 million and $9.6 million, respectively. In 2014, the Company began recognizing certain stock compensation costs in cost of goods sold based on the allocation of costs to its three operating segments. For 2015 and 2014 stock compensation expense, $0.4 million and $0.6 million, respectively, was recorded in cost of goods sold and $10.5 million and $8.0 million, respectively, was recorded in selling, general and administrative expenses. In 2013, the compensation costs were recognized in selling, general and administrative expenses. For 2015, 2014 and 2013, the Company recorded approximately $0.3 million, $0.7 million and $1.2 million, respectively, of tax benefits for the compensation expense relating to its stock options. For 2015, 2014 and 2013, the Company recorded approximately $2.0 million, $1.6 million and $1.9 million, respectively, of tax benefit for its other stock-based plans. For 2015, 2014 and 2013, the recognition of total stock-based compensation expense impacted both basic and diluted net income per common share by $0.25, $0.10 and $0.14, respectively.
Net Income Per Common Share
Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding. The calculation of diluted (loss) income per share assumes the conversion of all dilutive securities (see Note 12).
Net (loss) income and number of shares used to compute net (loss) income per share, basic and assuming full dilution, are reconciled below:
|
|
Years Ended December 31, |
|
|||||||||||||||||||||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||||||||||||||||||||
|
|
Net |
|
Shares |
|
Per |
|
Net |
|
Shares |
|
Per |
|
Net |
|
Shares |
|
Per |
|
|||||||||
|
|
(Amounts in millions, except per share information) |
|
|||||||||||||||||||||||||
Basic EPS |
|
$ |
(112.9 |
) |
|
34.9 |
|
$ |
(3.24 |
) |
$ |
50.3 |
|
|
35.3 |
|
$ |
1.42 |
|
$ |
58.6 |
|
|
35.5 |
|
$ |
1.65 |
|
Dilutive securities, principally common stock options |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.1 |
|
|
— |
|
|
— |
|
|
0.1 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS |
|
$ |
(112.9 |
) |
|
34.9 |
|
$ |
(3.24 |
) |
$ |
50.3 |
|
|
35.4 |
|
$ |
1.42 |
|
$ |
58.6 |
|
|
35.6 |
|
$ |
1.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
The computation of diluted net (loss) income per share for the years ended December 31, 2015, 2014 and 2013 excludes the effect of the potential exercise of options to purchase approximately 0.3 million, 0.3 million and 0.2 million shares, respectively, because the exercise price of the option was greater than the average market price of the Class A common stock and the effect would have been anti-dilutive.
Financial Instruments
In the normal course of business, the Company manages risks associated with commodity prices, foreign exchange rates and interest rates through a variety of strategies, including the use of hedging transactions, executed in accordance with the Company's policies. The Company's hedging transactions include, but are not limited to, the use of various derivative financial and commodity instruments. As a matter of policy, the Company does not use derivative instruments unless there is an underlying exposure. Any change in value of the derivative instruments would be substantially offset by an opposite change in the value of the underlying hedged items. The Company does not use derivative instruments for trading or speculative purposes.
Derivative instruments may be designated and accounted for as either a hedge of a recognized asset or liability (fair value hedge) or a hedge of a forecasted transaction (cash flow hedge). For a fair value hedge, both the effective and ineffective portions of the change in fair value of the derivative instrument, along with an adjustment to the carrying amount of the hedged item for fair value changes attributable to the hedged risk, are recognized in earnings. For a cash flow hedge, changes in the fair value of the derivative instrument that are highly effective are deferred in accumulated other comprehensive income or loss until the underlying hedged item is recognized in earnings. There were no cash flow hedges as of December 31, 2015 or December 31, 2014.
If a fair value or cash flow hedge were to cease to qualify for hedge accounting or be terminated, it would continue to be carried on the balance sheet at fair value until settled, but hedge accounting would be discontinued prospectively. If a forecasted transaction were no longer probable of occurring, amounts previously deferred in accumulated other comprehensive income would be recognized immediately in earnings. On occasion, the Company may enter into a derivative instrument that does not qualify for hedge accounting because it is entered into to offset changes in the fair value of an underlying transaction which is required to be recognized in earnings (natural hedge). These instruments are reflected in the Consolidated Balance Sheets at fair value with changes in fair value recognized in earnings.
Foreign currency derivatives include forward foreign exchange contracts primarily for Canadian dollars. Metal derivatives include commodity swaps for copper.
Portions of the Company's outstanding debt are exposed to interest rate risks. The Company monitors its interest rate exposures on an ongoing basis to maximize the overall effectiveness of its interest rates.
Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.
The Company has certain financial assets and liabilities that are measured at fair value on a recurring basis and certain nonfinancial assets and liabilities that may be measured at fair value on a nonrecurring basis. The fair value disclosures of these assets and liabilities are based on a three-level hierarchy, which is defined as follows:
Level 1 |
|
Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date. |
|
|
|
|
|
|
Assets and liabilities subject to this hierarchy are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Shipping and Handling
Shipping and handling costs included in selling, general and administrative expense amounted to $53.5 million, $61.8 million and $61.3 million for the years ended December 31, 2015, 2014 and 2013, respectively.
Research and Development
Research and development costs included in selling, general, and administrative expense amounted to $23.5 million, $22.5 million and $21.5 million for the years ended December 31, 2015, 2014 and 2013, respectively.
Revenue Recognition
The Company recognizes revenue when all of the following criteria have been met: the Company has entered into a binding agreement, the product has been shipped and title passes, the sales price to the customer is fixed or is determinable, and collectability is reasonably assured. Provisions for estimated returns and allowances are made at the time of sale, and are recorded as a reduction of sales and included in the allowance for doubtful accounts in the Consolidated Balance Sheets. The Company records provisions for sales incentives (primarily volume rebates), as an adjustment to net sales, at the time of sale based on estimated purchase targets.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
New Accounting Standards
In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-17, "Income Taxes: Balance Sheet Classification of Deferred Taxes". ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016 and all interim periods thereafter. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period and can be applied either prospectively or retrospectively to all periods presented. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.
In September 2015, the FASB issued ASU 2015-16, "Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments". ASU 2015-16 eliminates the requirement to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. ASU 2015-16 is effective in the first quarter of 2016 for public companies with calendar year ends, and should be applied prospectively with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.
In July 2015, the FASB issued ASU 2015-11, "Inventory: Simplifying the Measurement of Inventory". This new standard changes inventory measurement from lower of cost or market to lower of cost and net realizable value. The standard eliminates the requirement to consider replacement cost or net realizable value less a normal profit margin when measuring inventory. ASU 2015-11 is effective in the first quarter of 2017 for public companies with calendar year ends, and should be applied prospectively with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.
In April 2015, the FASB issued ASU 2015-03, "Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs". Under ASU 2015-03, debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts. The cost of issuing debt will no longer be recorded as a separate asset, except when incurred before receipt of the funding from the associated debt liability. ASU 2015-03 is effective in the first quarter of 2016 for public companies with calendar year ends, with early adoption permitted. The ASU requires retrospective application to all prior periods presented in the financial statements. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.
In January 2015, the FASB issued ASU 2015-01, "Income Statement—Extraordinary and Unusual Items: Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items". ASU 2015-01 eliminates from U.S. GAAP the concept of extraordinary items as part of its initiative to reduce complexity in accounting standards. ASU 2015-01 is effective in the first quarter of 2016 for public companies with calendar year ends, with early adoption permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The ASU may be applied prospectively or retrospectively to all prior periods presented. The adoption of this guidance is not expected to have a material impact on the Company's financial statements.
|
|
|
Year Ended December 31, 2015 |
|
||||||||||||||||||||||
|
|
Gross Balance |
|
Accumulated Impairment Losses |
|
Net Goodwill |
|
||||||||||||||||||
|
|
Balance |
|
Acquired |
|
Foreign |
|
Balance |
|
Balance |
|
Impairment |
|
Balance |
|
December 31, |
|
||||||||
|
|
(in millions) |
|
||||||||||||||||||||||
Americas |
|
$ |
398.0 |
|
|
— |
|
|
(6.8 |
) |
|
391.2 |
|
$ |
(24.5 |
) |
|
— |
|
|
(24.5 |
) |
|
366.7 |
|
EMEA |
|
|
265.5 |
|
|
— |
|
|
(26.9 |
) |
|
238.6 |
|
|
— |
|
|
(129.7 |
) |
|
(129.7 |
) |
|
108.9 |
|
Asia-Pacific |
|
|
12.9 |
|
|
12.9 |
|
|
0.5 |
|
|
26.3 |
|
|
(12.9 |
) |
|
— |
|
|
(12.9 |
) |
|
13.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
676.4 |
|
|
12.9 |
|
|
(33.2 |
) |
|
656.1 |
|
$ |
(37.4 |
) |
|
(129.7 |
) |
|
(167.1 |
) |
|
489.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2014 |
|
||||||||||||||||||||||
|
|
Gross Balance |
|
Accumulated Impairment Losses |
|
Net Goodwill |
|
||||||||||||||||||
|
|
Balance |
|
Acquired |
|
Foreign |
|
Balance |
|
Balance |
|
Impairment |
|
Balance |
|
December 31, |
|
||||||||
|
|
(in millions) |
|
||||||||||||||||||||||
Americas |
|
$ |
224.7 |
|
$ |
174.3 |
|
$ |
(1.0 |
) |
$ |
398.0 |
|
$ |
(24.5 |
) |
$ |
— |
|
$ |
(24.5 |
) |
$ |
373.5 |
|
EMEA |
|
|
301.3 |
|
|
— |
|
|
(35.8 |
) |
|
265.5 |
|
|
— |
|
|
— |
|
|
— |
|
|
265.5 |
|
Asia-Pacific |
|
|
13.3 |
|
|
— |
|
|
(0.4 |
) |
|
12.9 |
|
|
— |
|
|
(12.9 |
) |
|
(12.9 |
) |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
539.3 |
|
$ |
174.3 |
|
$ |
(37.2 |
) |
$ |
676.4 |
|
$ |
(24.5 |
) |
$ |
(12.9 |
) |
$ |
(37.4 |
) |
$ |
639.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
||||||||||||||||
|
|
2015 |
|
2014 |
|
||||||||||||||
|
|
Gross |
|
Accumulated |
|
Net |
|
Gross |
|
Accumulated |
|
Net |
|
||||||
|
|
(in millions) |
|
||||||||||||||||
Patents |
|
$ |
16.1 |
|
$ |
(14.1 |
) |
$ |
2.0 |
|
$ |
16.2 |
|
$ |
(13.3 |
) |
$ |
2.9 |
|
Customer relationships |
|
|
212.5 |
|
|
(102.1 |
) |
|
110.4 |
|
|
206.7 |
|
|
(87.5 |
) |
|
119.2 |
|
Technology |
|
|
41.3 |
|
|
(16.1 |
) |
|
25.2 |
|
|
42.1 |
|
|
(12.9 |
) |
|
29.2 |
|
Trade names |
|
|
21.9 |
|
|
(6.4 |
) |
|
15.5 |
|
|
20.6 |
|
|
(4.2 |
) |
|
16.4 |
|
Other |
|
|
9.4 |
|
|
(5.9 |
) |
|
3.5 |
|
|
9.5 |
|
|
(5.7 |
) |
|
3.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amortizable intangibles |
|
|
301.2 |
|
|
(144.6 |
) |
|
156.6 |
|
|
295.1 |
|
|
(123.6 |
) |
|
171.5 |
|
Indefinite-lived intangible assets |
|
|
36.2 |
|
|
— |
|
|
36.2 |
|
|
38.6 |
|
|
— |
|
|
38.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
337.4 |
|
$ |
(144.6 |
) |
$ |
192.8 |
|
$ |
333.7 |
|
$ |
(123.6 |
) |
$ |
210.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
Balance at January 1, 2015 |
|
$ |
1.8 |
|
Increases related to prior year tax positions |
|
|
0.7 |
|
Increases related to current year tax positions |
|
|
2.9 |
|
Decreases related to statute expirations |
|
|
(0.3 |
) |
Settlements |
|
|
(0.8 |
) |
Currency movement |
|
|
(0.1 |
) |
|
|
|
|
|
Balance at December 31, 2015 |
|
$ |
4.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|||||||||||||||||||||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||||||||||||||||||||
|
|
Net |
|
Shares |
|
Per |
|
Net |
|
Shares |
|
Per |
|
Net |
|
Shares |
|
Per |
|
|||||||||
|
|
(Amounts in millions, except per share information) |
|
|||||||||||||||||||||||||
Basic EPS |
|
$ |
(112.9 |
) |
|
34.9 |
|
$ |
(3.24 |
) |
$ |
50.3 |
|
|
35.3 |
|
$ |
1.42 |
|
$ |
58.6 |
|
|
35.5 |
|
$ |
1.65 |
|
Dilutive securities, principally common stock options |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.1 |
|
|
— |
|
|
— |
|
|
0.1 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS |
|
$ |
(112.9 |
) |
|
34.9 |
|
$ |
(3.24 |
) |
$ |
50.3 |
|
|
35.4 |
|
$ |
1.42 |
|
$ |
58.6 |
|
|
35.6 |
|
$ |
1.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed operating statements for discontinued operations for the year ended December 31, 2013 is summarized below:
|
|
(in millions) |
|
|
Operating loss—Austroflex |
|
|
(0.2 |
) |
Loss on disposal—Austroflex |
|
|
(2.2 |
) |
|
|
|
|
|
Loss before income taxes |
|
|
(2.4 |
) |
Income tax benefit |
|
|
0.1 |
|
|
|
|
|
|
Loss from discontinued operations, net of taxes |
|
$ |
(2.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
Restructuring costs: |
|
|
|
|
|
|
|
|
|
|
2015 Actions |
|
$ |
13.6 |
|
$ |
— |
|
$ |
— |
|
2013 Actions |
|
|
0.5 |
|
|
3.8 |
|
|
4.1 |
|
Other Actions |
|
|
7.3 |
|
|
11.3 |
|
|
5.9 |
|
|
|
|
|
|
|
|
|
|
|
|
Total restructuring charges |
|
$ |
21.4 |
|
$ |
15.2 |
|
$ |
10.0 |
|
Adjustment related to contingent liability reduction |
|
|
— |
|
|
— |
|
|
(0.2 |
) |
Less: amount included in cost of goods sold |
|
|
— |
|
|
— |
|
|
(1.1 |
)) |
|
|
|
|
|
|
|
|
|
|
|
Total restructuring and other charges, net |
|
$ |
21.4 |
|
$ |
15.2 |
|
$ |
8.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
Americas |
|
$ |
9.4 |
|
$ |
2.1 |
|
$ |
1.3 |
|
EMEA |
|
|
6.7 |
|
|
12.1 |
|
|
8.7 |
|
Asia-Pacific |
|
|
4.2 |
|
|
0.2 |
|
|
— |
|
Corporate |
|
|
1.1 |
|
|
0.8 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
21.4 |
|
$ |
15.2 |
|
$ |
10.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
Incurred |
|
Total |
|
|||
|
|
(in millions) |
|
|||||||
Asia-Pacific |
|
$ |
4.2 |
|
$ |
4.2 |
|
$ |
4.4 |
|
Americas |
|
|
9.4 |
|
|
9.4 |
|
|
16.8 |
|
|
|
|
|
|
|
|
|
|
|
|
Total restructuring costs |
|
$ |
13.6 |
|
$ |
13.6 |
|
$ |
21.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
|
Legal and |
|
Asset |
|
Facility |
|
Total |
|
|||||
|
|
(in millions) |
|
|||||||||||||
Costs incurred—2015 |
|
$ |
8.5 |
|
|
0.7 |
|
|
1.6 |
|
|
2.8 |
|
|
13.6 |
|
Remaining costs to be incurred |
|
|
2.0 |
|
|
0.3 |
|
|
0.7 |
|
|
4.6 |
|
|
7.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expected restructuring costs |
|
$ |
10.5 |
|
$ |
1.0 |
|
$ |
2.3 |
|
$ |
7.4 |
|
$ |
21.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
|
Legal and |
|
Asset |
|
Facility |
|
Total |
|
|||||
|
|
(in millions) |
|
|||||||||||||
Balance at December 31, 2014 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
Net pre-tax restructuring charges |
|
|
8.5 |
|
|
0.7 |
|
|
1.6 |
|
|
2.8 |
|
|
13.6 |
|
Utilization and foreign currency impact |
|
|
(3.5 |
) |
|
(0.3 |
) |
|
(1.6 |
) |
|
(1.8 |
) |
|
(7.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015 |
|
$ |
5.0 |
|
$ |
0.4 |
|
$ |
— |
|
$ |
1.0 |
|
$ |
6.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details of the Company's EMEA 2015 restructuring reserve activity for the year ended December 31, 2015 are as follows:
|
|
Severance |
|
Legal and |
|
Facility exit |
|
Total |
|
||||
|
|
(in millions) |
|
||||||||||
Balance at December 31, 2014 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
Net pre-tax restructuring charges |
|
|
6.6 |
|
|
— |
|
|
0.3 |
|
|
6.9 |
|
Utilization and foreign currency impact |
|
|
(0.2 |
) |
|
— |
|
|
(0.3 |
) |
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015 |
|
$ |
6.4 |
|
$ |
— |
|
$ |
— |
|
$ |
6.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details of the Company's EMEA 2014 restructuring reserve activity for the year ended December 31, 2015 are as follows:
|
|
Severance |
|
Legal and |
|
Asset |
|
Total |
|
||||
|
|
(in millions) |
|
||||||||||
Balance at December 31, 2014 |
|
$ |
6.9 |
|
$ |
— |
|
$ |
— |
|
$ |
6.9 |
|
Net pre-tax restructuring charges |
|
|
(1.0 |
) |
|
0.2 |
|
|
0.3 |
|
|
(0.5 |
) |
Utilization and foreign currency impact |
|
|
(3.3 |
) |
|
(0.2 |
) |
|
(0.3 |
) |
|
(3.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015 |
|
$ |
2.6 |
|
$ |
— |
|
$ |
— |
|
$ |
2.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
|
Legal and |
|
Facility |
|
Total |
|
||||
|
|
(in millions) |
|
||||||||||
Costs incurred—2015 |
|
|
6.6 |
|
|
— |
|
|
0.3 |
|
|
6.9 |
|
Remaining costs to be incurred |
|
|
1.0 |
|
|
2.0 |
|
|
0.1 |
|
|
3.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expected restructuring costs |
|
$ |
7.6 |
|
$ |
2.0 |
|
$ |
0.4 |
|
$ |
10.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
|
Legal and |
|
Asset |
|
Facility |
|
Total |
|
|||||
|
|
(in millions) |
|
|||||||||||||
Costs incurred—2014 |
|
$ |
6.9 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
6.9 |
|
Costs incurred—2015 |
|
|
(1.0 |
) |
|
0.2 |
|
|
0.3 |
|
|
— |
|
|
(0.5 |
) |
Remaining costs to be incurred |
|
|
0.8 |
|
|
— |
|
|
0.7 |
|
|
0.1 |
|
|
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expected restructuring costs |
|
$ |
6.7 |
|
$ |
0.2 |
|
$ |
1.0 |
|
$ |
0.1 |
|
$ |
8.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
Inventories, net |
|
$ |
21.9 |
|
Other assets |
|
|
3.1 |
|
Property, plant and equipment, net |
|
|
4.3 |
|
Goodwill |
|
|
4.1 |
|
|
|
|
|
|
Total net assets sold |
|
$ |
33.4 |
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the value of the assets and liabilities acquired (in millions):
Accounts receivable |
|
$ |
17.2 |
|
Inventory |
|
|
16.3 |
|
Fixed assets |
|
|
7.7 |
|
Deferred tax assets |
|
|
8.2 |
|
Other assets |
|
|
7.6 |
|
Intangible assets |
|
|
102.4 |
|
Goodwill |
|
|
173.3 |
|
Accounts payable |
|
|
(6.8 |
) |
Accrued expenses and other |
|
|
(18.4 |
) |
Deferred tax liability |
|
|
(36.0 |
) |
|
|
|
|
|
Purchase price |
|
$ |
271.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
||||
Amounts in millions (except per share information) |
|
December 31, |
|
December 31, |
|
||
Net sales |
|
$ |
1,610.1 |
|
$ |
1,562.8 |
|
Net income from continuing operations |
|
$ |
59.7 |
|
$ |
63.4 |
|
Net income per share: |
|
|
|
|
|
|
|
Basic EPS—continuing operations |
|
$ |
1.69 |
|
$ |
1.79 |
|
Diluted EPS—continuing operations |
|
$ |
1.69 |
|
$ |
1.78 |
|
|
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Raw materials |
|
$ |
88.5 |
|
$ |
104.8 |
|
Work-in-process |
|
|
15.2 |
|
|
16.7 |
|
Finished goods |
|
|
136.3 |
|
|
170.1 |
|
|
|
|
|
|
|
|
|
|
|
$ |
240.0 |
|
$ |
291.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Land |
|
$ |
12.5 |
|
$ |
13.9 |
|
Buildings and improvements |
|
|
146.8 |
|
|
160.1 |
|
Machinery and equipment |
|
|
325.8 |
|
|
343.7 |
|
Construction in progress |
|
|
13.5 |
|
|
9.0 |
|
|
|
|
|
|
|
|
|
|
|
|
498.6 |
|
|
526.7 |
|
Accumulated depreciation |
|
|
(314.2 |
) |
|
(323.4 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
184.4 |
|
$ |
203.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Deferred income tax liabilities: |
|
|
|
|
|
|
|
Excess tax over book depreciation |
|
$ |
16.2 |
|
$ |
20.9 |
|
Intangibles |
|
|
48.1 |
|
|
50.6 |
|
Goodwill |
|
|
17.8 |
|
|
17.2 |
|
Other |
|
|
4.5 |
|
|
4.5 |
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities |
|
|
86.6 |
|
|
93.2 |
|
Deferred income tax assets: |
|
|
|
|
|
|
|
Accrued expenses |
|
|
26.8 |
|
|
20.2 |
|
Capital loss carry forward |
|
|
3.6 |
|
|
6.2 |
|
Net operating loss carry forward |
|
|
8.9 |
|
|
12.2 |
|
Inventory reserves |
|
|
13.1 |
|
|
10.8 |
|
Pension—accumulated other comprehensive income |
|
|
|
|
|
22.7 |
|
Other |
|
|
14.0 |
|
|
6.2 |
|
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
66.4 |
|
|
78.3 |
|
Less: valuation allowance |
|
|
(9.5 |
) |
|
(12.5 |
) |
|
|
|
|
|
|
|
|
Net deferred tax assets |
|
|
56.9 |
|
|
65.8 |
|
|
|
|
|
|
|
|
|
Net deferred tax liabilities |
|
$ |
(29.7 |
) |
$ |
(27.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
Domestic |
|
$ |
(25.8 |
) |
$ |
44.2 |
|
$ |
21.6 |
|
Foreign |
|
$ |
(85.2 |
) |
|
38.9 |
|
|
66.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(111.0 |
) |
$ |
83.1 |
|
$ |
87.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
Current tax expense: |
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
3.4 |
|
$ |
12.8 |
|
$ |
12.8 |
|
Foreign |
|
|
18.1 |
|
|
20.4 |
|
|
19.7 |
|
State |
|
|
2.0 |
|
|
2.7 |
|
|
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.5 |
|
|
35.9 |
|
|
35.0 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax expense (benefit): |
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
(13.6 |
) |
|
2.1 |
|
|
(5.0 |
) |
Foreign |
|
|
(7.0 |
) |
|
(5.2 |
) |
|
(2.3 |
) |
State |
|
|
(1.0 |
) |
|
— |
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21.6 |
) |
|
(3.1 |
) |
|
(8.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.9 |
|
$ |
32.8 |
|
$ |
26.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
Computed expected federal income expense |
|
$ |
(38.8 |
) |
$ |
29.1 |
|
$ |
30.8 |
|
State income taxes, net of federal tax benefit |
|
|
0.8 |
|
|
2.1 |
|
|
1.0 |
|
Foreign tax rate differential |
|
|
7.5 |
|
|
(4.2 |
) |
|
(5.7 |
) |
Goodwill impairment |
|
|
29.0 |
|
|
3.2 |
|
|
— |
|
Change in valuation allowance |
|
|
(1.8 |
) |
|
— |
|
|
— |
|
Other, net |
|
|
5.2 |
|
|
2.6 |
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.9 |
|
$ |
32.8 |
|
$ |
26.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Commissions and sales incentives payable |
|
$ |
35.6 |
|
$ |
38.3 |
|
Product liability and workers' compensation |
|
|
30.7 |
|
|
30.7 |
|
Other |
|
|
75.5 |
|
|
66.1 |
|
Income taxes payable |
|
|
3.9 |
|
|
3.7 |
|
|
|
|
|
|
|
|
|
|
|
$ |
145.7 |
|
$ |
138.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
5.85% notes due April 2016 |
|
$ |
225.0 |
|
$ |
225.0 |
|
5.05% notes due June 2020 |
|
|
75.0 |
|
|
75.0 |
|
Line of Credit matures February 2019 |
|
|
275.0 |
|
|
275.0 |
|
Other—consists primarily of European borrowings (at interest rates ranging from 1.1% to 6.0%) |
|
|
2.3 |
|
|
4.7 |
|
|
|
|
|
|
|
|
|
|
|
|
577.3 |
|
|
579.7 |
|
Less Current Maturities |
|
|
1.1 |
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
576.2 |
|
$ |
577.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
||||||||||
|
|
2015 |
|
2014 |
|
||||||||
|
|
Number of shares |
|
Cost of shares |
|
Number of shares |
|
Cost of shares |
|
||||
|
|
(amounts in millions, except share amount) |
|
||||||||||
Stock repurchase programs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2013 |
|
|
497,010 |
|
$ |
27.3 |
|
|
669,681 |
|
$ |
39.6 |
|
July 27, 2015 |
|
|
315,530 |
|
|
17.3 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
812,540 |
|
$ |
44.6 |
|
|
669,681 |
|
$ |
39.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|||||||||||||||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||||||||||||||
|
|
Options |
|
Weighted |
|
Weighted |
|
Options |
|
Weighted |
|
Options |
|
Weighted |
|
|||||||
|
|
(Options in thousands) |
|
|||||||||||||||||||
Outstanding at beginning of year |
|
|
495 |
|
$ |
47.34 |
|
|
|
|
|
1,029 |
|
$ |
41.66 |
|
|
1,064 |
|
$ |
33.37 |
|
Granted |
|
|
— |
|
|
— |
|
|
|
|
|
114 |
|
|
57.58 |
|
|
379 |
|
|
54.78 |
|
Cancelled/Forfeitures |
|
|
(69 |
) |
|
51.66 |
|
|
|
|
|
(306 |
) |
|
44.19 |
|
|
(53 |
) |
|
36.97 |
|
Exercised |
|
|
(64 |
) |
|
36.29 |
|
|
|
|
|
(342 |
) |
|
36.48 |
|
|
(361 |
) |
|
31.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of year |
|
|
362 |
|
$ |
48.46 |
|
$ |
5.29 |
|
|
495 |
|
$ |
47.34 |
|
|
1,029 |
|
$ |
41.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of year |
|
|
192 |
|
$ |
45.10 |
|
$ |
7.74 |
|
|
128 |
|
$ |
40.04 |
|
|
249 |
|
$ |
32.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes information about options outstanding at December 31, 2015:
|
|
Options Outstanding |
|
Options Exercisable |
|
|||||||||||
Range of Exercise Prices |
|
Number |
|
Weighted Average |
|
Weighted Average |
|
Number |
|
Weighted Average |
|
|||||
|
|
(Options in thousands) |
|
|||||||||||||
$26.34–$37.41 |
|
|
125 |
|
|
5.88 |
|
$ |
34.56 |
|
|
91 |
|
$ |
33.48 |
|
$40.17–$47.21 |
|
|
3 |
|
|
5.74 |
|
|
41.34 |
|
|
2 |
|
|
42.18 |
|
$54.76–$54.76 |
|
|
136 |
|
|
7.18 |
|
|
54.76 |
|
|
64 |
|
|
54.76 |
|
$57.47–$60.10 |
|
|
98 |
|
|
8.36 |
|
|
57.66 |
|
|
35 |
|
|
57.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
362 |
|
|
7.04 |
|
$ |
48.46 |
|
|
192 |
|
$ |
45.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
||||
|
|
2014 |
|
2013 |
|
||
Expected life (years) |
|
|
6.0 |
|
|
6.0 |
|
Expected stock price volatility |
|
|
37.5 |
% |
|
40.3 |
% |
Expected dividend yield |
|
|
1.0 |
% |
|
1.0 |
% |
Risk-free interest rate |
|
|
1.9 |
% |
|
1.7 |
% |
|
|
Years Ended December 31, |
|
||||||||||||||||
|
|
2015 |
|
2014 |
|
2013 |
|
||||||||||||
|
|
Shares |
|
Weighted |
|
Shares |
|
Weighted |
|
Shares |
|
Weighted |
|
||||||
|
|
(Shares in thousands) |
|
||||||||||||||||
Unvested at beginning of year |
|
|
214 |
|
$ |
53.74 |
|
|
260 |
|
$ |
45.58 |
|
|
237 |
|
$ |
35.45 |
|
Granted |
|
|
180 |
|
|
50.87 |
|
|
151 |
|
|
56.79 |
|
|
142 |
|
|
54.80 |
|
Cancelled/Forfeitures |
|
|
(28 |
) |
|
53.99 |
|
|
(95 |
) |
|
46.83 |
|
|
(16 |
) |
|
37.44 |
|
Vested |
|
|
(122 |
) |
|
51.72 |
|
|
(102 |
) |
|
44.87 |
|
|
(103 |
) |
|
35.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested at end of year |
|
|
244 |
|
$ |
52.61 |
|
|
214 |
|
$ |
53.74 |
|
|
260 |
|
$ |
45.58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|||||||||||||||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||||||||||||||
|
|
RSUs |
|
Weighted |
|
Weighted |
|
RSUs |
|
Weighted |
|
RSUs |
|
Weighted |
|
|||||||
|
|
(RSU's in thousands) |
|
|||||||||||||||||||
Outstanding at beginning of period |
|
|
80 |
|
$ |
32.08 |
|
|
|
|
|
132 |
|
$ |
27.46 |
|
|
196 |
|
$ |
22.88 |
|
Granted |
|
|
60 |
|
|
37.13 |
|
|
|
|
|
31 |
|
|
40.27 |
|
|
45 |
|
|
31.63 |
|
Cancelled/Forfeitures |
|
|
(9 |
) |
|
36.92 |
|
|
|
|
|
(32 |
) |
|
31.58 |
|
|
(14 |
) |
|
28.35 |
|
Settled |
|
|
(30 |
) |
|
27.10 |
|
|
|
|
|
(51 |
) |
|
25.41 |
|
|
(95 |
) |
|
19.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of period |
|
|
101 |
|
$ |
36.14 |
|
|
|
|
$ |
80 |
|
$ |
32.08 |
|
|
132 |
|
$ |
27.46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested at end of period |
|
|
25 |
|
$ |
33.35 |
|
|
|
|
$ |
31 |
|
$ |
27.96 |
|
|
42 |
|
$ |
25.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes information about RSUs outstanding at December 31, 2015:
|
|
RSUs Outstanding |
|
RSUs Vested |
|
||||||||
Range of Purchase Prices |
|
Number |
|
Weighted Average |
|
Number |
|
Weighted Average |
|
||||
|
|
(RSUs in thousands) |
|
||||||||||
$19.87–$25.15 |
|
|
1 |
|
$ |
25.15 |
|
|
1 |
|
$ |
25.15 |
|
$26.51–$31.63 |
|
|
26 |
|
|
31.43 |
|
|
18 |
|
|
31.35 |
|
$37.13–$40.27 |
|
|
74 |
|
|
37.92 |
|
|
6 |
|
|
40.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101 |
|
$ |
36.14 |
|
|
25 |
|
$ |
33.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
Expected life (years) |
|
|
3.0 |
|
|
3.0 |
|
|
3.0 |
|
Expected stock price volatility |
|
|
23.4 |
% |
|
31.2 |
% |
|
34.1 |
% |
Expected dividend yield |
|
|
1.2 |
% |
|
0.9 |
% |
|
0.9 |
% |
Risk-free interest rate |
|
|
1.1 |
% |
|
0.7 |
% |
|
0.4 |
% |
|
|
Years Ended December 31, |
|
||||||||||
|
|
2015 |
|
2014 |
|
||||||||
|
|
Shares |
|
Weighted |
|
Shares |
|
Weighted |
|
||||
|
|
(Shares in thousands) |
|
||||||||||
Unvested at beginning of year |
|
|
107 |
|
$ |
56.97 |
|
|
— |
|
|
|
|
Granted |
|
|
106 |
|
|
58.94 |
|
|
117 |
|
$ |
57.02 |
|
Cancelled/Forfeitures |
|
|
(12 |
) |
|
57.51 |
|
|
(10 |
) |
|
57.47 |
|
Vested |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested at end of year |
|
|
201 |
|
$ |
57.98 |
|
|
107 |
|
$ |
56.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Change in projected benefit obligation |
|
|
|
|
|
|
|
Balance at beginning of the year |
|
$ |
158.9 |
|
$ |
126.3 |
|
Service cost |
|
|
1.3 |
|
|
0.7 |
|
Administration costs paid |
|
|
(1.8 |
) |
|
(1.5 |
) |
Interest cost |
|
|
4.0 |
|
|
5.9 |
|
Actuarial (gain) loss |
|
|
(5.0 |
) |
|
32.6 |
|
Benefits paid |
|
|
(3.8 |
) |
|
(5.1 |
) |
Settlement |
|
|
(153.6 |
) |
|
— |
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
|
— |
|
$ |
158.9 |
|
|
|
|
|
|
|
|
|
Change in fair value of plan assets |
|
|
|
|
|
|
|
Balance at beginning of the year |
|
$ |
118.9 |
|
$ |
103.7 |
|
Actual (loss) gain on assets |
|
|
(3.5 |
) |
|
21.1 |
|
Employer contributions |
|
|
43.8 |
|
|
0.7 |
|
Administration costs paid |
|
|
(1.8 |
) |
|
(1.5 |
) |
Benefits paid |
|
|
(3.8 |
) |
|
(5.1 |
) |
Settlement |
|
|
(153.6 |
) |
|
— |
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of the year |
|
|
— |
|
$ |
118.9 |
|
|
|
|
|
|
|
|
|
Funded status at end of year |
|
|
— |
|
$ |
(40.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Net actuarial loss recognized |
|
$ |
(58.9 |
) |
$ |
58.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Projected benefit obligation |
|
|
— |
|
$ |
158.9 |
|
Accumulated benefit obligation |
|
|
— |
|
$ |
158.9 |
|
Fair value of plan assets |
|
|
— |
|
$ |
118.9 |
|
|
|
Years Ended |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
Service cost—benefits earned |
|
$ |
1.3 |
|
$ |
0.7 |
|
$ |
0.5 |
|
Interest costs on benefits obligation |
|
|
4.0 |
|
|
5.9 |
|
|
5.4 |
|
Expected return on assets |
|
|
(3.4 |
) |
|
(6.3 |
) |
|
(6.8 |
) |
Net actuarial loss amortization |
|
|
1.1 |
|
|
1.2 |
|
|
1.0 |
|
Settlement charge |
|
|
59.7 |
|
|
1.2 |
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
62.7 |
|
$ |
1.5 |
|
$ |
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
Discount rate |
|
|
N/A |
|
|
3.5 |
% |
|
|
Years Ended |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
Discount rate |
|
|
N/A |
|
|
4.9 |
% |
|
4.0 |
% |
Long-term rate of return on assets |
|
|
4.0 |
% |
|
6.0 |
% |
|
6.0 |
% |
There were no plan assets outstanding as of December 31, 2015. The weighted average asset allocations by asset category as of December 31, 2014 were as follows:
Asset Category |
|
|
|
|
Equity securities |
|
|
4.2 |
% |
Debt securities |
|
|
94.0 |
|
Other |
|
|
1.8 |
|
|
|
|
|
|
Total |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014 |
|
||||||||||
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
||||
Money market funds |
|
$ |
2.0 |
|
$ |
— |
|
$ |
— |
|
$ |
2.0 |
|
Equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. equity securities(a) |
|
|
3.2 |
|
|
— |
|
|
— |
|
|
3.2 |
|
Non-U.S. equity securities(a) |
|
|
1.2 |
|
|
— |
|
|
— |
|
|
1.2 |
|
Other equity securities(b) |
|
|
0.5 |
|
|
— |
|
|
— |
|
|
0.5 |
|
Debt securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
U.S. and non-U.S. corporate(c) |
|
|
— |
|
|
110.7 |
|
|
— |
|
|
110.7 |
|
Other investments(d) |
|
|
1.3 |
|
|
— |
|
|
— |
|
|
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments |
|
$ |
8.2 |
|
$ |
110.7 |
|
$ |
— |
|
$ |
118.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Included investments in common stock from diverse industries |
|
(b) |
Included investments in index and exchange-traded funds |
|
(c) |
Includes investment grade bonds from diverse industries |
|
(d) |
Included investments in real estate investment funds, exchange- traded funds, commodity mutual funds and accrued interest |
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Employer Contributions |
|
$ |
43.8 |
|
$ |
0.7 |
|
Benefit Payments |
|
$ |
3.8 |
|
$ |
5.1 |
|
|
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Carrying amount |
|
$ |
577.3 |
|
$ |
579.7 |
|
Estimated fair value |
|
$ |
586.1 |
|
$ |
599.3 |
|
|
|
Fair Value Measurements at December 31, 2015 Using: |
|
||||||||||
|
|
|
|
Quoted Prices in Active |
|
Significant Other |
|
Significant |
|
||||
|
|
Total |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
|
||||
|
|
(in millions) |
|
||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan asset for deferred compensation(1) |
|
$ |
3.3 |
|
$ |
3.3 |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
3.3 |
|
$ |
3.3 |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan liability for deferred compensation(2) |
|
$ |
3.3 |
|
$ |
3.3 |
|
$ |
— |
|
$ |
— |
|
Redeemable financial instrument(3) |
|
$ |
5.7 |
|
$ |
— |
|
$ |
— |
|
$ |
5.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
9.0 |
|
$ |
3.3 |
|
$ |
— |
|
$ |
5.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2014 Using: |
|
||||||||||
|
|
|
|
Quoted Prices in Active |
|
Significant Other |
|
Significant |
|
||||
|
|
Total |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
|
||||
|
|
(in millions) |
|
||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan asset for deferred compensation(1) |
|
$ |
4.0 |
|
$ |
4.0 |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
4.0 |
|
$ |
4.0 |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan liability for deferred compensation(2) |
|
$ |
4.0 |
|
$ |
4.0 |
|
$ |
— |
|
$ |
— |
|
Contingent consideration(4) |
|
|
2.5 |
|
|
— |
|
|
— |
|
|
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
6.5 |
|
$ |
4.0 |
|
$ |
— |
|
$ |
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Included on the Company's consolidated balance sheet in other assets (other, net). |
|
(2) |
Included on the Company's consolidated balance sheet in accrued compensation and benefits. |
|
(3) |
Included on the Company's consolidated balance sheet in other noncurrent liabilities as of December 31, 2015 and relates to a mandatorily redeemable equity instrument as part of the Apex acquisition in 2015. |
|
(4) |
Included on the Company's consolidated balance sheet in accrued expenses and other liabilities as of December 31, 2014 and relates to the contingent consideration remaining from the Tekmar acquisition. |
|
|
|
|
|
|
|
|
Total realized and unrealized |
|
|
|
||||||||
|
|
Balance |
|
Settlements |
|
Purchases |
|
Net earnings |
|
Comprehensive |
|
Balance |
|
||||||
|
|
(in millions) |
|
||||||||||||||||
Contingent consideration |
|
$ |
2.5 |
|
$ |
(2.3 |
) |
|
|
|
|
— |
|
$ |
(0.2 |
) |
|
— |
|
Redeemable financial instrument |
|
|
— |
|
|
— |
|
$ |
5.5 |
|
|
— |
|
$ |
0.2 |
|
$ |
5.7 |
|
Future minimum lease payments under capital leases and non-cancelable operating leases as of December 31, 2015 are as follows:
|
|
Capital Leases |
|
Operating Leases |
|
||
|
|
(in millions) |
|
||||
2016 |
|
$ |
1.2 |
|
$ |
8.8 |
|
2017 |
|
|
1.2 |
|
|
5.9 |
|
2018 |
|
|
1.2 |
|
|
3.8 |
|
2019 |
|
|
1.1 |
|
|
2.7 |
|
2020 |
|
|
1.0 |
|
|
2.0 |
|
Thereafter |
|
|
0.2 |
|
|
4.9 |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
5.9 |
|
$ |
28.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less amount representing interest (at rates ranging from 4.3% to 7.0%) |
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
Present value of net minimum capital lease payments |
|
|
5.5 |
|
|
|
|
Less current installments of obligations under capital leases |
|
|
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
Obligations under capital leases, excluding current installments |
|
$ |
4.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
||||
|
|
2015 |
|
2014 |
|
||
|
|
(in millions) |
|
||||
Buildings |
|
|
13.8 |
|
$ |
15.4 |
|
Machinery and equipment |
|
|
1.7 |
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
15.5 |
|
|
17.1 |
|
Less accumulated depreciation |
|
|
(5.1 |
) |
|
(5.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
10.4 |
|
$ |
12.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
Net Sales |
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
978.5 |
|
$ |
926.8 |
|
$ |
878.5 |
|
EMEA |
|
|
445.5 |
|
|
546.4 |
|
|
562.2 |
|
Asia-Pacific |
|
|
43.7 |
|
|
40.5 |
|
|
32.8 |
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net sales |
|
$ |
1,467.7 |
|
$ |
1,513.7 |
|
$ |
1,473.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
109.9 |
|
$ |
110.3 |
|
$ |
84.0 |
|
EMEA |
|
|
(98.6 |
) |
|
37.5 |
|
|
46.9 |
|
Asia-Pacific |
|
|
(0.5 |
) |
|
(6.5 |
) |
|
9.7 |
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal reportable segments |
|
|
10.8 |
|
|
141.3 |
|
|
140.6 |
|
Corporate(*) |
|
|
(100.9 |
) |
|
(35.9 |
) |
|
(29.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
Consolidated operating (loss) income |
|
|
(90.1 |
) |
|
105.4 |
|
|
111.5 |
|
Interest income |
|
|
1.0 |
|
|
0.7 |
|
|
0.6 |
|
Interest expense |
|
|
(24.3 |
) |
|
(19.9 |
) |
|
(21.5 |
) |
Other income (expense), net |
|
|
2.4 |
|
|
(3.1 |
) |
|
(2.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes |
|
$ |
(111.0 |
) |
$ |
83.1 |
|
$ |
87.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable assets (at end of period) |
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
972.7 |
|
$ |
1,014.8 |
|
$ |
787.9 |
|
EMEA |
|
|
607.7 |
|
|
787.5 |
|
|
869.6 |
|
Asia-Pacific |
|
|
112.4 |
|
|
145.7 |
|
|
82.7 |
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated identifiable assets |
|
$ |
1,692.8 |
|
$ |
1,948.0 |
|
$ |
1,740.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net (at end of period) |
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
88.6 |
|
$ |
90.1 |
|
$ |
85.8 |
|
EMEA |
|
|
82.3 |
|
|
100.1 |
|
|
119.8 |
|
Asia-Pacific |
|
|
13.5 |
|
|
13.1 |
|
|
14.3 |
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated long-lived assets |
|
$ |
184.4 |
|
$ |
203.3 |
|
$ |
219.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Expenditures |
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
19.0 |
|
$ |
10.9 |
|
$ |
18.0 |
|
EMEA |
|
|
7.5 |
|
|
11.6 |
|
|
8.5 |
|
Asia-Pacific |
|
|
1.2 |
|
|
1.2 |
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated capital expenditures |
|
$ |
27.7 |
|
$ |
23.7 |
|
$ |
27.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization |
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
29.0 |
|
$ |
20.1 |
|
$ |
20.5 |
|
EMEA |
|
|
21.1 |
|
|
25.8 |
|
|
26.0 |
|
Asia-Pacific |
|
|
2.3 |
|
|
2.2 |
|
|
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated depreciation and amortization |
|
$ |
52.5 |
|
$ |
48.1 |
|
$ |
48.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Corporate expenses are primarily for administrative compensation expense, compliance costs, professional fees, including corporate-related legal and audit expenses, shareholder services and benefit administration costs. Included in Corporate's operating loss for 2015 is a $59.7 million charge related to the Company's settlement of its Pension Plan and SERP benefit obligations. Refer to Note 14 Defined Benefit Plans for further discussion. |
|
|
Years Ended December 31, |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
U.S. net sales |
|
$ |
909.2 |
|
$ |
849.0 |
|
$ |
788.7 |
|
U.S. property, plant and equipment, net (at end of year) |
|
$ |
85.2 |
|
$ |
86.0 |
|
$ |
81.1 |
|
|
|
Years Ended December 31, |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
Intersegment Sales |
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
8.2 |
|
$ |
6.3 |
|
$ |
5.4 |
|
EMEA |
|
|
9.8 |
|
|
13.3 |
|
|
10.2 |
|
Asia-Pacific |
|
|
110.9 |
|
|
155.3 |
|
|
170.9 |
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment sales |
|
$ |
128.9 |
|
$ |
174.9 |
|
$ |
186.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|||||||
|
|
2015 |
|
2014 |
|
2013 |
|
|||
|
|
(in millions) |
|
|||||||
Net Sales |
|
|
|
|
|
|
|
|
|
|
Residential & commercial flow control |
|
$ |
831.1 |
|
$ |
930.3 |
|
$ |
907.7 |
|
HVAC & gas |
|
|
425.1 |
|
|
356.2 |
|
|
348.8 |
|
Drains & water re-use |
|
|
131.0 |
|
|
144.0 |
|
|
140.0 |
|
Water quality |
|
|
80.5 |
|
|
83.2 |
|
|
77.0 |
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net sales |
|
$ |
1,467.7 |
|
$ |
1,513.7 |
|
$ |
1,473.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign |
|
Pension |
|
Accumulated |
|
|||
|
|
(in millions) |
|
|||||||
Balance December 31, 2014 |
|
$ |
(53.0 |
) |
$ |
(36.1 |
) |
$ |
(89.1 |
) |
Change in period |
|
|
(65.1 |
) |
|
0.2 |
|
|
(64.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance March 29, 2015 |
|
$ |
(118.1 |
) |
$ |
(35.9 |
) |
$ |
(154.0 |
) |
Change in period |
|
|
18.4 |
|
|
0.2 |
|
|
18.6 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance June 28, 2015 |
|
$ |
(99.7 |
) |
$ |
(35.7 |
) |
$ |
(135.4 |
) |
Change in period |
|
|
(5.8 |
) |
|
35.7 |
|
|
29.9 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance September 27, 2015 |
|
$ |
(105.5 |
) |
$ |
— |
|
$ |
(105.5 |
) |
Change in period |
|
|
(22.7 |
) |
|
— |
|
|
(22.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2015 |
|
$ |
(128.2 |
) |
$ |
— |
|
$ |
(128.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2013 |
|
$ |
37.9 |
|
$ |
(25.9 |
) |
$ |
12.0 |
|
Change in period |
|
|
(4.3 |
) |
|
0.2 |
|
|
(4.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance March 30, 2014 |
|
$ |
33.6 |
|
$ |
(25.7 |
) |
$ |
7.9 |
|
Change in period |
|
|
(4.3 |
) |
|
0.1 |
|
|
(4.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance June 29, 2014 |
|
$ |
29.3 |
|
$ |
(25.6 |
) |
$ |
3.7 |
|
Change in period |
|
|
(44.4 |
) |
|
(10.3 |
) |
|
(54.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance September 28, 2014 |
|
$ |
(15.1 |
) |
$ |
(35.9 |
) |
$ |
(51.0 |
) |
Change in period |
|
|
(37.9 |
) |
|
(0.2 |
) |
|
(38.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2014 |
|
$ |
(53.0 |
) |
$ |
(36.1 |
) |
$ |
(89.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First |
|
Second |
|
Third |
|
Fourth |
|
||||
|
|
(in millions, except per share information) |
|
||||||||||
Year ended December 31, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
356.2 |
|
$ |
386.9 |
|
$ |
366.3 |
|
$ |
358.3 |
|
Gross profit |
|
|
130.5 |
|
|
145.8 |
|
|
142.2 |
|
|
134.6 |
|
Net income (loss) |
|
|
11.6 |
|
|
19.3 |
|
|
(25.7 |
) |
|
(118.2 |
) |
Per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
0.33 |
|
|
0.55 |
|
|
(0.73 |
) |
|
(3.41 |
) |
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
0.33 |
|
|
0.55 |
|
|
(0.73 |
) |
|
(3.41 |
) |
Dividends declared per common share |
|
|
0.15 |
|
|
0.17 |
|
|
0.17 |
|
|
0.17 |
|
Year ended December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
365.2 |
|
$ |
396.0 |
|
$ |
376.0 |
|
$ |
376.5 |
|
Gross profit |
|
|
133.3 |
|
|
139.0 |
|
|
138.1 |
|
|
131.4 |
|
Net income (loss) |
|
|
14.1 |
|
|
21.3 |
|
|
22.6 |
|
|
(7.7 |
) |
Per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
0.40 |
|
|
0.60 |
|
|
0.64 |
|
|
(0.22 |
) |
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
0.40 |
|
|
0.60 |
|
|
0.64 |
|
|
(0.22 |
) |
Dividends declared per common share |
|
|
0.13 |
|
|
0.15 |
|
|
0.15 |
|
|
0.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|