Notes to the Consolidated Financial Statements
(1) Nature of Operations
Regal Beloit Corporation (the “Company”) is a United States based multi-national corporation. Effective December 28, 2019, the Company transitioned from three operating segments to four operating segments to align with the change to its management structure and operating model. The Company's four operating segments are: the Commercial Systems segment produces fractional to approximately 5 horsepower AC and DC motors, electronic variable speed controls, fans, and blowers for commercial applications; the Industrial Systems segment produces integral motors, generators, alternators and switchgear for industrial applications, along with aftermarket parts and kits to support such products; the Climate Solutions segment produces small motors, electronic variable speed controls and air moving solutions; and the Power Transmission Solutions segment produces, sells and services belt and chain drives, helical and worm gearing, mounted and unmounted bearings, couplings, modular plastic belts, conveying chains and components, hydraulic pump drives, large open gearing and specialty mechanical products.
(2) Basis of Presentation
The Company operates on a 52/53 week fiscal year ending on the Saturday closest to December 31. The fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017 were 52 weeks.
(3) Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries. In addition, the Company has joint ventures that are consolidated in accordance with consolidation accounting guidance. All intercompany accounts and transactions are eliminated.
Use of Estimates
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”), which require the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the periods reported. Actual results could differ from those estimates. The Company uses estimates in accounting for, among other items, allowance for doubtful accounts; excess and obsolete inventory; share-based compensation; acquisitions; product warranty obligations; pension and post retirement assets and liabilities; derivative fair values; goodwill and other asset impairments; health care reserves; rebates and incentives; litigation claims and contingencies, including environmental matters; and income taxes. The Company accounts for changes to estimates and assumptions when warranted by factually based experience.
Acquisitions
The Company recognizes assets acquired, liabilities assumed, contractual contingencies and contingent consideration at their fair value on the acquisition date. The operating results of the acquired companies are included in the Company’s consolidated financial statements from the date of acquisition.
Acquisition-related costs are expensed as incurred, restructuring costs are recognized as post-acquisition expense and changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period are recorded in Provision for Income Taxes.
Revenue Recognition
The Company recognizes revenue from the sale of electric motors, electrical motion controls, power generation and power transmission products. The Company recognizes revenue when control of the product passes to the customer or the service is provided and is recognized at an amount that reflects the consideration expected to be received in exchange for such goods or services.
For a limited number of contracts, the Company recognizes revenue over time in proportion to costs incurred. The pricing of products sold is generally supported by customer purchase orders, and accounts receivable collection is reasonably assured. Estimated discounts and rebates are recorded as a reduction of gross sales in the same period revenue is recognized. Product returns and credits are estimated and recorded at the time of shipment based upon historical experience. Shipping and handling costs are recorded as revenue when billed to the customers. The costs incurred from shipping are recorded in Cost of Sales and handling costs incurred in connection with selling and distribution activities are recorded in Operating Expenses.
The Company derives a significant portion of its revenues from several original equipment manufacturing customers. Despite this relative concentration, there were no customers that accounted for more than 10% of consolidated net sales in fiscal 2019, fiscal 2018 or fiscal 2017.
Nature of Goods and Services
The Company sells products with multiple applications as well as customized products that have a single application such as those manufactured for its OEM’s customers. The Company reports in four operating segments: Commercial Systems, Industrial Systems, Climate Solutions and Power Transmission Solutions. See Note 6 for a description of the different segments.
Nature of Performance Obligations
The Company’s contracts with customers typically consist of purchase orders, invoices and master supply agreements. At contract inception, across all four segments, the Company assesses the goods and services promised in its sales arrangements with customers and identifies a performance obligation for each promise to transfer to the customer a good or service that is distinct. The Company’s primary performance obligations consist of product sales and customized systems/solutions.
Product:
The nature of products varies from segment to segment but across all segments, individual products are generally not integrated and represent separate performance obligations.
Customized systems/solutions:
The Company provides customized systems/solutions which consist of multiple products engineered and designed to specific customer specification, combined or integrated into one combined solution for a specific customer application. The goods are transferred to the customer and revenue is typically recognized over time as the performance obligations are satisfied.
When Performance Obligations are Satisfied
For performance obligations related to substantially all of the Company's product sales, the Company determines that the customer obtains control upon shipment and recognizes revenue accordingly. Once a product has shipped, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from the asset. The Company considers control to have transferred upon shipment because the Company has a present right to payment at that time, the customer has legal title to the asset, the Company has transferred physical possession of the asset, and the customer has significant risks and rewards of ownership of the asset.
For a limited number of contracts, the Company transfers control and recognizes revenue over time. The Company satisfies its performance obligations over time and the Company uses a cost-based input method to measure progress. In applying the cost-based method of revenue recognition, the Company uses actual costs incurred to date relative to the total estimated costs for the contract in conjunction with the customer's commitment to perform in determining the amount of revenue and cost to recognize. The Company has determined that the cost-based input method provides a faithful depiction of the transfer of goods to the customer.
Payment Terms
The arrangement with the customer states the final terms of the sale, including the description, quantity, and price of each product or service purchased. Payment terms vary by customer but typically range from due upon delivery to 120 days after delivery. For contracts recognized at a point in time, revenue and billing typically occur simultaneously. The Company generally has payment terms with its customers of one year or less and has elected the practical expedient applicable to such contracts not to consider the time value of money. For contracts recognized using the cost-based input method, revenue recognized in excess of customer billings and billings in excess of revenue recognized are reviewed to determine the net asset or net liability position and classified as such on the Consolidated Balance Sheet.
Returns, Refunds and Warranties
The Company’s contracts do not explicitly offer a “general” right of return to its customers (e.g. customers ordered excess products and return unused items). Warranties are classified as either assurance type or service type warranties. A warranty is considered an assurance type warranty if it provides the customer with assurance that the product will function as intended. A warranty that goes above and beyond ensuring basic functionality is considered a service type warranty. The Company generally only offers limited warranties which are considered to be assurance type warranties and are not accounted for as separate performance obligations. Customers generally receive repair or replacement on products that do not function to specification. Estimated product warranties are provided for specific product groups and the Company accrues for estimated future warranty cost in the period in which the sale is recognized. The Company estimates the accrual requirements based on historical warranty loss experience and the cost is included in Cost of Sales.
Volume Rebates
In some cases, the nature of the Company’s contract may give rise to variable consideration including volume based sales incentives. If the customer achieves specific sales targets, they are entitled to rebates. The Company estimates the projected amount of the rebates that will be achieved and recognizes the estimated costs as a reduction to Net Sales as revenue is recognized.
Disaggregation of Revenue
The following table presents the Company’s revenues disaggregated by geographical region for the fiscal year ended December 28, 2019 and December 29, 2018, respectively, (in millions):
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December 28, 2019
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Commercial Systems
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|
Industrial Systems
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|
Climate Solutions
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|
Power Transmission Solutions
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Total
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North America
|
$
|
643.0
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|
|
$
|
313.5
|
|
|
$
|
848.6
|
|
|
$
|
639.9
|
|
|
$
|
2,445.0
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|
Asia
|
107.2
|
|
|
167.0
|
|
|
37.7
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|
|
30.4
|
|
|
342.3
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|
Europe
|
135.5
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|
|
49.2
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|
|
40.5
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|
|
91.5
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|
|
316.7
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|
Rest-of-World
|
19.6
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|
|
45.7
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|
|
41.7
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|
|
27.0
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|
|
134.0
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Total
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$
|
905.3
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|
$
|
575.4
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|
|
$
|
968.5
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|
|
$
|
788.8
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|
|
$
|
3,238.0
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December 29, 2018
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Commercial Systems
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Industrial Systems
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|
Climate Solutions
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|
Power Transmission Solutions
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Total
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North America
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$
|
813.6
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|
|
$
|
360.0
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|
|
$
|
891.9
|
|
|
$
|
686.4
|
|
|
$
|
2,751.9
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|
Asia
|
142.7
|
|
|
194.8
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|
|
39.5
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|
|
24.1
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|
|
401.1
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Europe
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122.1
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|
|
55.1
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|
|
50.5
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|
|
96.9
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|
|
324.6
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Rest-of-World
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32.5
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|
61.2
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|
|
42.9
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|
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31.4
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168.0
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Total
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$
|
1,110.9
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|
|
$
|
671.1
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|
|
$
|
1,024.8
|
|
|
$
|
838.8
|
|
|
$
|
3,645.6
|
|
Practical Expedients and Exemptions
The Company typically expenses incremental direct costs of obtaining a contract, primarily sales commissions, as incurred because the amortization period is expected to be 12 months or less. Contract costs are included in Operating Expenses in the accompanying Consolidated Statements of Income.
Due to the short nature of the Company’s contracts, the Company has adopted a practical expedient to not disclose revenue allocated to remaining performance obligations as substantially all of its contracts have original terms of 12 months or less.
The Company typically does not include in its transaction price any amounts collected from customers for sales taxes.
The Company has elected to account for shipping and handling costs as fulfillment activities and expense the costs as incurred as part of Cost of Sales.
Research and Development
The Company performs research and development activities relating to new product development and the improvement of current products. The Company's research and development expenses consist primarily of costs for: (i) salaries and related personnel expenses; (ii) the design and development of new energy efficient products and enhancements; (iii) quality assurance and testing; and (iv) other related overhead. The Company's research and development efforts tend to be targeted toward developing new products that would allow it to gain additional market share, whether in new or existing segments. While these costs make up an insignificant portion of operating expenses in the Power Transmission Solutions segment, they are more substantial in the Climate Solutions, Commercial Systems and Industrial Systems segments. In particular, a large driver of research and development efforts in the Climate Solutions, Commercial Systems and Industrial Systems segments is energy efficiency.
Research and development costs are expensed as incurred. For fiscal 2019, 2018 and 2017, research and development costs were $22.5 million, $29.3 million and $29.9 million, respectively. Research and development costs are recorded in Operating Expenses.
Cash and Cash Equivalents
Cash equivalents consist of highly liquid investments which are readily convertible to cash, present insignificant risk of changes in value due to interest rate fluctuations and have original or purchased maturities of three months or less.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash equivalents. The Company has material deposits with global financial institutions. The Company performs periodic evaluations of the relative credit standing of its financial institutions and monitors the amount of exposure.
Concentration of credit risk with respect to trade accounts receivable is limited due to the large number of customers and their dispersion across many geographic areas. The Company monitors credit risk associated with its trade receivables.
Trade Receivables
Trade receivables are stated at estimated net realizable value. Trade receivables are comprised of balances due from customers, net of estimated allowances. In estimating losses inherent in trade receivables, the Company uses historical loss experiences and applies them to a related aging analysis. Determination of the proper level of allowances requires management to exercise significant judgment about the timing, frequency and severity of losses. The allowances for doubtful accounts take into consideration numerous quantitative and qualitative factors, including historical loss experience, collection experience, delinquency trends and economic conditions.
In circumstances where the Company is aware of a specific customer's inability to meet its obligation, a specific reserve is recorded against amounts receivable to reduce the net recognized receivable to the amount reasonably expected to be collected. Additions to the allowances for doubtful accounts are maintained through adjustments to the provision for doubtful accounts, which are charged to Operating Expenses in the current period; amounts determined to be uncollectable are charged directly against the allowances, while amounts recovered on previously charged-off accounts benefit current period earnings.
Inventories
The major classes of inventory at year end are as follows:
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December 28, 2019
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December 29, 2018
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Raw Material and Work in Process
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48.0%
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|
45.0%
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Finished Goods and Purchased Parts
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52.0%
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|
55.0%
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Inventories are stated at cost, which is not in excess of market. Cost for approximately 53.0% of the Company's inventory as of December 28, 2019 and 54.0% as of December 29, 2018 was determined using the last-in, first-out method. If all inventories were valued on the first-in, first-out method, they would have increased by $62.0 million and $65.5 million as of December 28, 2019 and December 29, 2018, respectively. Material, labor and factory overhead costs are included in the inventories.
The Company reviews inventories for excess and obsolete products or components. Based on an analysis of historical usage and management's evaluation of estimated future demand, market conditions and alternative uses for possible excess or obsolete parts, the Company records an excess and obsolete reserve.
Property, Plant and Equipment
Property, Plant and Equipment are stated at cost. Depreciation of plant and equipment is provided principally on a straight-line basis over the estimated useful lives (3 to 50 years) of the depreciable assets. Accelerated methods are used for income tax purposes.
Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures which extend the useful lives of existing equipment are capitalized and depreciated.
Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized. Leasehold improvements are capitalized and amortized over the lesser of the life of the lease or the estimated useful life of the asset.
Property, plant and equipment by major classification was as follows (in millions):
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Useful Life (In Years)
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|
December 28, 2019
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|
December 29, 2018
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Land and Improvements
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|
|
$
|
80.3
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|
|
$
|
82.1
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Buildings and Improvements
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3-50
|
|
305.2
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|
|
302.8
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|
Machinery and Equipment
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3-15
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|
988.2
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|
|
971.9
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Property, Plant and Equipment
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|
|
1,373.7
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|
|
1,356.8
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Less: Accumulated Depreciation
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|
|
(768.7
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)
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|
(741.3
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)
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Net Property, Plant and Equipment
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|
|
$
|
605.0
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|
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$
|
615.5
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|
For fiscal 2019, the Company recognized $5.1 million of asset impairments related to the transfer of assets to held for sale in the first quarter of 2019. For fiscal 2018, the Company recognized a fixed asset impairment of $1.1 million related to its decision to exit the hermetic climate business.
Goodwill
The Company evaluates the carrying amount of goodwill annually or more frequently if events or circumstances indicate that the goodwill might be impaired. Factors that could trigger an impairment review include significant underperformance relative to historical or forecasted operating results, a significant decrease in the market value of an asset or significant negative industry or economic trends. For goodwill, the Company may perform a qualitative test to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. The Company performed quantitative impairment testing for all reporting units in 2019. The Company performs the required annual goodwill impairment testing as of the end of the October fiscal month.
The Company uses a weighting of the market approach and the income approach (discounted cash flow method) in testing goodwill for impairment. In the market approach, the Company applies performance multiples from comparable public companies, adjusted for relative risk, profitability, and growth considerations, to the reporting units to estimate fair value. The key assumptions used in the discounted cash flow method used to estimate fair value include discount rates, revenue and EBITDA margin projections and terminal value rates because such assumptions are the most sensitive and susceptible to change as they require significant management judgment. Discount rates are determined by using market and industry data as well as Company-specific risk factors for each reporting unit. The discount rate utilized for each reporting unit is indicative of the return an investor would expect to receive for investing in such a business. Terminal value rate determination follows common methodology of capturing the present value of perpetual cash flow estimates beyond the last projected period assuming a constant discount rate and long-term growth rates.
In conjunction with the change from three operating segments to four operating segments, the Company evaluated and changed its reporting unit structure. For fiscal 2019 the calculated fair values for three of the Company's reporting units did not exceed the carrying value by at least 10%: the global industrial motors reporting unit, the commercial air moving reporting unit and the power systems switch reporting unit. The global industrial motors reporting unit had goodwill of $122.3 million as of December 28, 2019 and is included in the Company's Industrial Systems segment. The commercial air moving reporting unit had goodwill of $38.3 million as of December 28, 2019 and is included in the Company's Commercial Systems segment. The power systems switch reporting unit had goodwill of $15.6 million as of December 28, 2019 and is included in the Company's Industrial Systems segment. Some of the key considerations used in the Company's impairment testing included (i) market pricing of guideline publicly traded companies (ii) cost of capital, including the risk-free interest rate, and (iii) recent historical and projected operating results of the subject reporting unit. There is inherent uncertainty included in the assumptions used in goodwill impairment testing. A change to any of the assumptions could lead to a future impairment that could be material.
On July 31, 2018, the Company received notification from a customer of its hermetic climate business that it would wind down operations. The hermetic climate business accounted for sales of $19.5 million and $52.6 million for the fiscal years ended 2019 and 2018, respectively. As a result of this notification, the Company accelerated its plans to exit this business. The Company recognized exit and exit related charges of $34.9 million during fiscal 2018. The charges included goodwill impairment of $9.5 million, customer relationship intangible asset impairment of $5.5 million, technology intangible asset impairment of $2.1 million and fixed asset impairment of $1.1 million. In addition to the impairments, the Company took charges on accounts receivable and inventory along with recognizing other expenses related to exiting the business.
Intangible Assets
Intangible assets with finite lives are amortized over their estimated useful lives using the straight line method. The Company evaluates amortizing intangibles whenever events or circumstances have occurred that may indicate that carrying values may not be recoverable. If an indicator is present, the Company evaluates carrying values as compared to undiscounted estimated future cash flows. If such estimated future cash flows are less than carrying value, an impairment would be recognized. The Company recorded impairments for its customer relationship intangible asset of $4.9 million in fiscal 2019 as the result of transferring to assets held for sale. In fiscal 2018, the Company recorded impairments for its customer relationship intangible asset of $5.5 million and technology intangible asset of $2.1 million due to the winding down of the hermetic climate business described above.
Indefinite-lived intangible assets are not amortized. The Company evaluates the carrying amount of indefinite-lived intangible assets annually or more frequently if events or circumstances indicate that the assets might be impaired. The Company performs the required annual impairment testing as of the end of the October fiscal month.
The indefinite-lived intangible asset consists of a trade name associated with the acquired Power Transmission Solutions business. It was evaluated for impairment in October 2019. The Company determined the fair value of this asset using a royalty relief methodology similar to the methodology used when the associated asset was acquired, but using updated assumptions and estimates of future sales and profitability. For fiscal 2019 and fiscal 2018, the fair value of the indefinite lived intangible asset exceeded its respective carrying value, however, in fiscal 2019 the fair value of the indefinite lived intangible asset exceeded its respective carrying value by less than 10%. Some of the key considerations used in the Company's impairment testing included (i) cost of capital, including the risk-free interest rate, (ii) royalty rate and (iii) recent historical and projected operating performance. There is inherent uncertainty included in the assumptions used in indefinite-lived intangible asset testing. A change to any of the assumptions could lead to a future impairment that could be material.
Long-Lived Assets
The Company evaluates the recoverability of the carrying amount of property, plant and equipment assets (collectively, "long-lived assets") whenever events or changes in circumstance indicate that the carrying amount of an asset may not be fully recoverable through future cash flows. Factors that could trigger an impairment review include a significant decrease in the market value of an asset or significant negative economic trends. For long-lived assets, the Company uses an estimate of the related undiscounted cash flows over the remaining life of the primary asset to estimate recoverability of the asset group. If the asset is not recoverable, the asset is written down to fair value. The Company concluded it had an impairment of $5.1 million in long-lived assets in fiscal 2019 due to the transfer of assets to held for sale. In fiscal 2018, there were $1.1 million in impairments in long-lived assets due to the winding down of the hermetic climate business described above.
Earnings Per Share
Diluted earnings per share is computed based upon earnings applicable to common shares divided by the weighted-average number of common shares outstanding during the period adjusted for the effect of dilutive securities. Share based compensation awards for common shares where the exercise price was above the market price have been excluded from the calculation of the effect of dilutive securities shown below; the amount of these shares were 0.4 million in fiscal 2019, 0.6 million in fiscal 2018 and 0.5 million in fiscal 2017. The following table reconciles the basic and diluted shares used in earnings per share calculations for the fiscal years ended (in millions):
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2019
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2018
|
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2017
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Denominator for Basic Earnings Per Share
|
42.0
|
|
|
43.6
|
|
|
44.6
|
|
Effect of Dilutive Securities
|
0.2
|
|
|
0.3
|
|
|
0.3
|
|
Denominator for Diluted Earnings Per Share
|
42.2
|
|
|
43.9
|
|
|
44.9
|
|
Retirement and Post Retirement Plans
The Company's domestic associates are covered by defined contribution plans and approximately half of the Company's domestic associates are covered by defined benefit pension plans. The majority of the defined benefit pension plans covering the Company's domestic associates have been closed to new associates and frozen for existing associates. Certain associates are covered by a post retirement health care plan. Most of the Company's foreign associates are covered by government sponsored plans in the countries in which they are employed. The Company's obligations under its defined benefit pension and other post retirement plans are determined with the assistance of actuarial firms. The actuaries, under management's direction, make certain assumptions regarding such factors as withdrawal rates and mortality rates. The actuaries also provide information and recommendations from which management makes further assumptions on such factors as the long-term expected rate of return on plan assets, the discount rate on benefit obligations and where applicable, the rate of annual compensation increases and health care cost trend rates.
Based upon the assumptions made, the investments made by the plans, overall conditions and movement in financial markets, life-spans of benefit recipients and other factors, annual expenses and recorded assets or liabilities of these defined benefit plans may change significantly from year to year.
The service cost component of the Company's net periodic benefit cost is included in Cost of Sales and Operating Expenses. All other components of net periodic benefit costs are included in Other (Income) Expenses, net on the Company's Consolidated Statements of Income.
Derivative Financial Instruments
Derivative instruments are recorded on the Consolidated Balance Sheets at fair value. Any fair value changes are recorded in Net Income or Accumulated Other Comprehensive Loss ("AOCI") as determined under accounting guidance that establishes criteria for designation and effectiveness of the hedging relationships.
The Company uses derivative instruments to manage its exposure to fluctuations in certain raw material commodity pricing, fluctuations in the cost of forecasted foreign currency transactions, and variability in interest rate exposure on floating rate borrowings. The majority of derivative instruments have been designated as cash flow hedges (see also Note 13).
Income Taxes
The Company operates in numerous taxing jurisdictions and is subject to regular examinations by various US federal, state and foreign jurisdictions for various tax periods. The Company's income tax positions are based on research and interpretations of the income tax laws and rulings in each of the jurisdictions in which it does business. Due to the subjectivity of interpretations of laws and rulings in each jurisdiction, the differences and interplay in tax laws between those jurisdictions as well as the inherent uncertainty in estimating the final resolution of complex tax audit matters, estimates of income tax liabilities may differ from actual payments or assessments.
Foreign Currency Translation
For those operations using a functional currency other than the US dollar, assets and liabilities are translated into US dollars at year-end exchange rates, and revenues and expenses are translated at weighted-average exchange rates. The resulting translation adjustments are recorded as a separate component of Shareholders' Equity.
Product Warranty Reserves
The Company maintains reserves for product warranty to cover the stated warranty periods for its products. Such reserves are established based on an evaluation of historical warranty experience and specific significant warranty matters when they become known and can reasonably be estimated.
Accumulated Other Comprehensive Loss
Foreign currency translation adjustments, unrealized gains and losses on derivative instruments designated as hedges and pension and post retirement liability adjustments are included in Shareholders' Equity under AOCI. As a result of adopting ASU 2018-02 on April 1, 2018 on a prospective basis, the Company reclassified $6.6 million of stranded tax benefits related to Pension and Post Retirement Benefits and $2.0 million of stranded tax expense related to Hedging Activities to Retained Earnings. This resulted in a $4.6 million increase in Retained Earnings.
The components of the ending balances of AOCI are as follows (in millions):
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|
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|
2019
|
|
2018
|
Foreign Currency Translation Adjustments
|
$
|
(214.8
|
)
|
|
$
|
(207.8
|
)
|
Hedging Activities, Net of Tax of $2.5 in 2019 and $(1.7) in 2018
|
8.0
|
|
|
(5.4
|
)
|
Pension and Post Retirement Benefits, Net of Tax of $(9.5) in 2019 and $(11.8) in 2018
|
(31.0
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)
|
|
(38.2
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)
|
Total
|
$
|
(237.8
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)
|
|
$
|
(251.4
|
)
|
Legal Claims and Contingent Liabilities
The Company is subject to various legal proceedings, claims and regulatory matters, the outcomes of which are subject to significant uncertainty and will only be resolved when one or more future events occur or fail to occur. Management conducts regular reviews, including updates from legal counsel, to assess the need for accounting recognition or disclosure of these contingencies. The Company records expenses and liabilities when the Company believes that an obligation of the Company or a subsidiary on a specific matter is probable and there is a basis to reasonably estimate the value of the obligation, and such assessment inherently involves an exercise in judgment. This methodology is used for legal claims that are filed against the Company or a subsidiary from time to time. The uncertainty that is associated with such matters frequently requires adjustments to the liabilities previously recorded.
Fair Values of Financial Instruments
The fair values of cash equivalents, term deposits, trade receivables and accounts payable approximate their carrying values due to the short period of time to maturity. The fair value of debt is estimated using discounted cash flows based on rates for instruments with comparable maturities and credit ratings as further described in Note 7. The fair value of pension assets and derivative instruments is determined based on the methods disclosed in Notes 8 and 13.
Recent Accounting Pronouncements
Recently Issued Accounting Standards
In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20). The ASU addresses modifications to the disclosure requirements for Defined Benefit Plans. Under ASU 2018-14 the disclosure requirements that can be removed are amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year, amount and timing of plan assets expected to be returned to the employer, and the effects of a one-percentage-point change in assumed health care cost trend rates on the aggregate of the service and interest cost components of net periodic benefit costs and benefit obligations for postretirement health care benefits. Additional disclosures are required for the weighted -average interest crediting rates for cash balance plans and other plans with promised interest crediting rates and an explanation for significant gains and losses related to the changes in the benefit obligation for the period. If a defined benefit pension plan has a projected benefit obligation greater than plan assets the projected benefit obligation and fair value of plan assets should be disclosed. This additional disclosure is also required when comparing the accumulated benefit obligation to plan assets. This ASU becomes effective for fiscal years ending after December 15, 2020 on a retrospective basis for all years presented. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance, but does not anticipate a material impact on the financial statement disclosures.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The ASU focuses on updates around disclosures of Level 3 fair value measurements and it presents modifications to current disclosure requirements. The additional requirements under this ASU include disclosure for the changes in unrealized gains and losses included in other comprehensive income ("OCI") held at the end of the reporting period and the range and weighted average used to develop significant unobservable inputs. The ASU is also eliminating the disclosure requirement for the amount and reason for transfers between Level 1 and Level 2 fair value measurement, valuation processes for Level 3 measurements, and policy for timing of transfers between levels of the fair value hierarchy. In addition, the ASU modifies the disclosure requirements for investments that are valued based on net asset value. The amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted for any eliminated or modified disclosures upon issuance of this ASU. The ASU requires prospective application for only the most recent interim or annual period presented in the year of adoption for changes in unrealized gains and losses included in OCI, the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements, and the narrative description of measurement uncertainty. All other amendments described in this ASU must be applied retrospectively to all periods presented. The Company is evaluating the effect of adopting this new accounting guidance, but does not anticipate a material impact on the financial statement disclosures.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326). The focus of this ASU is to require businesses to adjust their allowance for lifetime expected credit losses rather than incurred losses. It is believed that the change will result in more timely recognition of such losses. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Adoption of the standard will be by a modified retrospective approach allowing a cumulative effect adjustment to the opening balance of Retained Earnings. The Company anticipates the adoption of the new standard will not have a material impact on the Company's Consolidated Financial Statements.
Adopted Accounting Standards
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities. The amendments in this update better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. The Company adopted this ASU as of December 30, 2018, the beginning of fiscal 2019, with no material impact on the Company's Consolidated Financial Statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The core principle of ASU 216-02 is that an entity should recognize right of use ("ROU") assets and lease liabilities arising from an operating lease on its Balance Sheet. In accordance with that principle, ASU 2016-02 requires that a lessee recognize a liability to make lease payments, the lease liability, and a ROU asset representing its right to use the underlying leased asset for the lease term. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on the lease classification as a finance or operating lease. In July 2018, the FASB amended its guidance by issuing ASU 2018-11 to provide an additional transition method, allowing a cumulative effect adjustment to the opening balance of retained earnings during the period of adoption. The Company adopted the standard as of December 30, 2018, the beginning of fiscal 2019, under the modified retrospective method. Comparative periods prior to the adoption of the standard have not been adjusted given the effect to the standard.
The Company elected the package of practical expedients permitted under the relief package within the new standard, which allows the Company to carryforward the historical lease accounting of expired or existing leases with respect to lease identification, lease classification and accounting treatment for initial direct costs as of the adoption date. The Company also elected the practical expedient related to lease versus nonlease components, allowing the Company to recognize lease and nonlease components as a single lease.
Adoption of the new standard resulted in the recording of the right-of-use assets and lease liabilities of $93.0 million as of December 30, 2018. No cumulative effect adjustment to Retained Earnings was recognized upon adoption of the new standard. The standard did not materially impact the Company's Consolidated Net Income and had no impact on Cash Flows. See Note 9 for additional disclosures.
(4) Held For Sale, Divestitures and Acquisitions
Assets Held for Sale
As of December 29, 2018, the Company presented assets and liabilities of certain assets and businesses held for sale as the Company had both the intent and ability to sell these assets and businesses. The businesses were divested in fiscal 2019.
In December 2018, the Company signed an agreement to sell its Regal Drive Technologies business included in the Company's Commercial Systems segment. This transaction closed in January 2019.
The table below presents the balances that were classified as Assets of Held for Sale as of December 28, 2019 and Assets and Liabilities Held for Sale as of December 29, 2018, as the Company has both the intent and the ability to sell these assets and liabilities, (in millions):
|
|
|
|
|
|
|
|
|
|
December 28, 2019
|
|
December 29, 2018
|
Trade Receivables
|
$
|
—
|
|
|
$
|
19.2
|
|
Inventories
|
—
|
|
|
34.7
|
|
Prepaid Expenses and Other Current Assets
|
—
|
|
|
5.0
|
|
Property, Plant and Equipment
|
2.8
|
|
|
19.9
|
|
Intangible Assets
|
—
|
|
|
12.0
|
|
Goodwill
|
—
|
|
|
1.3
|
|
Assets Held for Sale
|
$
|
2.8
|
|
|
$
|
92.1
|
|
Accounts Payable
|
$
|
—
|
|
|
$
|
8.1
|
|
Accrued Compensation and Benefits
|
—
|
|
|
0.5
|
|
Other Accrued Expenses
|
—
|
|
|
7.3
|
|
Other Noncurrent Liabilities
|
—
|
|
|
1.1
|
|
Liabilities Held for Sale
|
$
|
—
|
|
|
$
|
17.0
|
|
The businesses classified as held for sale at December 29, 2018 had fiscal 2018 Net Sales and Income from Operations of $138.9 million and $15.7 million, respectively.
The Company exited its hermetic climate business in 2019. The hermetic climate business had sales of $19.5 million, $52.6 million and $60.4 million for the fiscal years ended 2019, 2018 and 2017.
2019 Divestitures
Regal Drive Technologies
On January 7, 2019, the Company sold its Regal Drive Technologies business and received proceeds of $119.9 million. Regal Drive Technologies was included in the Company's Commercial Systems segment. The Company recognized a gain on sale of$41.2 million in the Consolidated Statements of Income.
Velvet Drive
On April 1, 2019, the Company sold its Velvet Drive business and received proceeds of $8.9 million. This business was included in the Company's Power Transmissions Solutions segment. The Company recognized a loss on sale of $0.5 million in the Consolidated Statements of Income.
CapCom
On April 1, 2019, the Company sold its CapCom business and received proceeds of $9.9 million. This business was included in the Company's Climate Solutions segment. The Company recognized a gain on sale of $6.0 million in the Consolidated Statements of Income.
Vapor Recovery
On July 1, 2019, the Company sold its Vapor Recovery business and received proceeds of $19.2 million. The business was included in the Company's Commercial Systems segment. The Company recognized a loss on sale of $1.9 million in the Consolidated Statements of Income.
2018 Acquisitions
The results of operations of acquired businesses are included in the Consolidated Financial Statements from the date of acquisition. Acquisition and acquisition-related expenses of $0.1 million were recorded in Operating Expenses for the fiscal year ended December 28, 2019. There were $1.5 million of acquisition-related expenses in fiscal 2018 and zero in fiscal 2017.
Nicotra Gebhardt
On April 10, 2018, the Company acquired Nicotra Gebhardt S.p.A. ("NG") for $161.5 million in cash, net of $8.5 million of cash acquired. NG is a leader in critical, energy-efficient systems for ventilation and air quality. NG manufactures, sells and services fans and blowers under the industry leading brands of Nicotra and Gebhardt. The financial results of NG have been included in the Company's Commercial Systems segment from the date of acquisition.
The following table summarizes the fair value of assets acquired and liabilities assumed (in millions):
|
|
|
|
|
|
As of April 10, 2018
|
Other Current Assets
|
$
|
17.2
|
|
Trade Receivables
|
28.0
|
|
Inventories
|
22.1
|
|
Property, Plant and Equipment
|
44.6
|
|
Intangible Assets
|
37.8
|
|
Goodwill
|
58.7
|
|
Other Noncurrent Assets
|
2.5
|
|
Total Assets Acquired
|
$
|
210.9
|
|
Accounts Payable
|
16.7
|
|
Current Liabilities
|
14.2
|
|
Long-Term Liabilities
|
10.0
|
|
Net Assets Acquired
|
$
|
170.0
|
|
Other Disclosures
The Consolidated Statements of Income include the results of operations of NG since the date of acquisition, and such results are reflected in the Commercial Systems segment. Results of operations since the date of acquisition and supplemental pro forma financial information have not been presented for the NG acquisition as such information is not material to the results of operations.
South Africa
During the year ended December 29, 2018 the Company purchased the remaining shares owned by the joint venture partner in a South African distribution business for a purchase price of $0.8 million. The purchase price of the South African distribution business is reflected as a component of equity.
2018 Divestiture
Israel Subsidiary
On November 8, 2018, the Company sold all of the stock of its Israeli subsidiary, which had been included in the Company's Industrial Systems segment, to a private company for a purchase price of $0.9 million.
(5) Goodwill and Intangible Assets
Goodwill
The excess of purchase price over estimated fair value of net assets acquired is assigned to goodwill. During the third quarter of 2018, the Company accelerated its plans to exit the hermetic climate business. This decision resulted in an impairment charge of $9.5 million.
The following information presents changes to goodwill during the periods indicated (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Commercial Systems
|
|
Industrial Systems
|
|
Climate Solutions
|
|
Power Transmission Solutions
|
Balance as of December 30, 2017
|
$
|
1,477.1
|
|
|
$
|
375.0
|
|
|
$
|
173.8
|
|
|
$
|
342.4
|
|
|
$
|
585.9
|
|
Acquisitions
|
58.7
|
|
|
58.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Less: Impairment Charges
|
(9.5
|
)
|
|
—
|
|
|
—
|
|
|
(9.5
|
)
|
|
—
|
|
Less: Held for Sale
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
Translation Adjustments
|
(15.8
|
)
|
|
(6.3
|
)
|
|
(2.3
|
)
|
|
(1.0
|
)
|
|
(6.2
|
)
|
Balance as of December 29, 2018
|
$
|
1,509.2
|
|
|
$
|
427.4
|
|
|
$
|
171.5
|
|
|
$
|
330.6
|
|
|
$
|
579.7
|
|
|
|
|
|
|
|
|
|
|
|
Divestiture
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
Translation Adjustments
|
(5.1
|
)
|
|
(0.8
|
)
|
|
(0.7
|
)
|
|
0.6
|
|
|
(4.2
|
)
|
Balance as of December 28, 2019
|
$
|
1,501.3
|
|
|
$
|
426.6
|
|
|
$
|
170.8
|
|
|
$
|
331.2
|
|
|
$
|
572.7
|
|
Cumulative Goodwill Impairment Charges
|
$
|
285.2
|
|
|
$
|
183.2
|
|
|
$
|
61.6
|
|
|
$
|
17.2
|
|
|
$
|
23.2
|
|
Intangible Assets
Intangible assets consist of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Amortization Period (Years)
|
|
December 29, 2018
|
|
Impairment Charges
|
|
Divestitures
|
|
Translation Adjustments
|
|
December 28, 2019
|
Customer Relationships
|
17
|
|
$
|
708.8
|
|
|
$
|
(4.9
|
)
|
|
$
|
(7.8
|
)
|
|
$
|
(4.0
|
)
|
|
$
|
692.1
|
|
Technology
|
14
|
|
144.5
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
144.0
|
|
Trademarks
|
14
|
|
37.0
|
|
|
—
|
|
|
(0.7
|
)
|
|
(0.4
|
)
|
|
35.9
|
|
Patent and Engineering Drawings
|
5
|
|
16.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.6
|
|
|
|
|
906.9
|
|
|
(4.9
|
)
|
|
(8.5
|
)
|
|
(4.9
|
)
|
|
888.6
|
|
Non-Amortizable Trade Name
|
|
|
121.9
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
121.6
|
|
Total Gross Intangibles
|
|
|
$
|
1,028.8
|
|
|
$
|
(4.9
|
)
|
|
$
|
(8.5
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
1,010.2
|
|
Accumulated amortization on intangible assets consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 29, 2018
|
|
Amortization
|
|
Divestitures
|
|
Translation Adjustments
|
|
December 28, 2019
|
Customer Relationships
|
|
$
|
272.4
|
|
|
$
|
39.4
|
|
|
$
|
(7.8
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
302.4
|
|
Technology
|
|
90.1
|
|
|
9.2
|
|
|
—
|
|
|
(0.3
|
)
|
|
99.0
|
|
Trademarks
|
|
24.2
|
|
|
1.7
|
|
|
(0.7
|
)
|
|
(0.2
|
)
|
|
25.0
|
|
Patent and Engineering Drawings
|
|
16.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.6
|
|
Total Accumulated Amortization
|
|
$
|
403.3
|
|
|
$
|
50.3
|
|
|
$
|
(8.5
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
443.0
|
|
Intangible Assets, Net of Amortization
|
|
$
|
625.5
|
|
|
|
|
|
|
|
|
$
|
567.2
|
|
While the Company believes its customer relationships are long-term in nature, the Company's contractual customer relationships are generally short-term. Useful lives are established at acquisition based on historical attrition rates.
Amortization expense was $50.3 million in fiscal 2019, $54.9 million in fiscal 2018 and $55.2 million in fiscal 2017. Amortization expense does not include any impairment recognized during the respective periods. The Company recognized $4.9 million of customer relationships intangible asset impairments related to the transfer of assets to held for sale during the first quarter of 2019.
The following table presents estimated future amortization expense (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Amortization
|
Year
|
|
|
2020
|
|
|
$
|
47.6
|
|
2021
|
|
|
42.7
|
|
2022
|
|
|
41.0
|
|
2023
|
|
|
40.9
|
|
2024
|
|
|
39.5
|
|
(6) Segment Information
Effective December 28, 2019, the Company transitioned from three operating segments to four operating segments to align with the change to its management structure and operating model. All prior periods have been recast to reflect the current segment presentation. The Company's four operating segments are: Commercial Systems, Industrial Systems, Climate Solutions and Power Transmission Solutions.
Commercial Systems segment produces fractional to approximately 5 horsepower AC and DC motors, electronic variable speed controls, fans, and blowers for commercial applications. These products serve markets including commercial building ventilation and HVAC, pool and spa, irrigation, dewatering, agriculture, and general commercial equipment.
Industrial Systems segment produces integral motors, generators, alternators and switchgear for industrial applications, along with aftermarket parts and kits to support such products. These products serve markets including agriculture, marine, mining, oil and gas, food and beverage, data centers, healthcare, prime and standby power, and general industrial equipment.
Climate Solutions segment produces small motors, electronic variable speed controls and air moving solutions serving markets including residential and light commercial HVAC, water heaters and commercial refrigeration.
Power Transmission Solutions segment produces, sells and services belt and chain drives, helical and worm gearing, mounted and unmounted bearings, couplings, modular plastic belts, conveying chains and components, hydraulic pump drives, large open gearing and specialty mechanical products serving markets including beverage, bulk handling, metals, special machinery, energy, aerospace and general industrial.
The Company evaluates performance based on the segment's income from operations. Corporate costs have been allocated to each segment based on the net sales of each segment. The reported external net sales of each segment are from external customers.
The following sets forth certain financial information attributable to the Company's operating segments for fiscal 2019, fiscal 2018 and fiscal 2017, respectively (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Systems
|
|
Industrial Systems
|
|
Climate Solutions
|
|
Power Transmission Solutions
|
|
Eliminations
|
|
Total
|
Fiscal 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
External Sales
|
|
$
|
905.3
|
|
|
$
|
575.4
|
|
|
$
|
968.5
|
|
|
$
|
788.8
|
|
|
$
|
—
|
|
|
$
|
3,238.0
|
|
Intersegment Sales
|
|
46.9
|
|
|
35.9
|
|
|
17.4
|
|
|
4.3
|
|
|
(104.5
|
)
|
|
—
|
|
Total Sales
|
|
952.2
|
|
|
611.3
|
|
|
985.9
|
|
|
793.1
|
|
|
(104.5
|
)
|
|
3,238.0
|
|
Gross Profit
|
|
232.9
|
|
|
99.3
|
|
|
269.8
|
|
|
258.7
|
|
|
—
|
|
|
860.7
|
|
Operating Expenses
|
|
162.4
|
|
|
107.6
|
|
|
110.6
|
|
|
163.7
|
|
|
—
|
|
|
544.3
|
|
Asset Impairments
|
|
6.7
|
|
|
0.9
|
|
|
1.3
|
|
|
1.1
|
|
|
—
|
|
|
10.0
|
|
(Gain) Loss on Sale of Businesses
|
|
(39.3
|
)
|
|
0.1
|
|
|
(6.0
|
)
|
|
0.5
|
|
|
—
|
|
|
(44.7
|
)
|
Income (Loss) from Operations
|
|
103.1
|
|
|
(9.3
|
)
|
|
163.9
|
|
|
93.4
|
|
|
—
|
|
|
351.1
|
|
Depreciation and Amortization
|
|
34.6
|
|
|
24.4
|
|
|
19.8
|
|
|
55.7
|
|
|
—
|
|
|
134.5
|
|
Capital Expenditures
|
|
29.9
|
|
|
21.0
|
|
|
23.3
|
|
|
18.2
|
|
|
—
|
|
|
92.4
|
|
Fiscal 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
External Sales
|
|
$
|
1,110.9
|
|
|
$
|
671.1
|
|
|
$
|
1,024.8
|
|
|
$
|
838.8
|
|
|
$
|
—
|
|
|
$
|
3,645.6
|
|
Intersegment Sales
|
|
47.3
|
|
|
31.9
|
|
|
22.1
|
|
|
24.1
|
|
|
(125.4
|
)
|
|
—
|
|
Total Sales
|
|
1,158.2
|
|
|
703.0
|
|
|
1,046.9
|
|
|
862.9
|
|
|
(125.4
|
)
|
|
3,645.6
|
|
Gross Profit
|
|
287.0
|
|
|
136.4
|
|
|
262.7
|
|
|
278.5
|
|
|
—
|
|
|
964.6
|
|
Operating Expenses
|
|
184.8
|
|
|
111.6
|
|
|
128.9
|
|
|
174.1
|
|
|
—
|
|
|
599.4
|
|
Goodwill Impairment
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
Asset Impairments
|
|
—
|
|
|
—
|
|
|
8.7
|
|
|
—
|
|
|
—
|
|
|
8.7
|
|
Income from Operations
|
|
102.2
|
|
|
24.8
|
|
|
115.6
|
|
|
104.4
|
|
|
—
|
|
|
347.0
|
|
Depreciation and Amortization
|
|
40.3
|
|
|
26.7
|
|
|
21.0
|
|
|
54.4
|
|
|
—
|
|
|
142.4
|
|
Capital Expenditures
|
|
24.6
|
|
|
17.2
|
|
|
17.7
|
|
|
18.1
|
|
|
—
|
|
|
77.6
|
|
Fiscal 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
External Sales
|
|
$
|
957.5
|
|
|
$
|
646.8
|
|
|
$
|
990.6
|
|
|
$
|
765.4
|
|
|
$
|
—
|
|
|
$
|
3,360.3
|
|
Intersegment Sales
|
|
55.2
|
|
|
38.1
|
|
|
24.9
|
|
|
4.5
|
|
|
(122.7
|
)
|
|
—
|
|
Total Sales
|
|
1,012.7
|
|
|
684.9
|
|
|
1,015.5
|
|
|
769.9
|
|
|
(122.7
|
)
|
|
3,360.3
|
|
Gross Profit
|
|
244.0
|
|
|
132.8
|
|
|
255.4
|
|
|
251.4
|
|
|
—
|
|
|
883.6
|
|
Operating Expenses
|
|
164.4
|
|
|
112.6
|
|
|
113.9
|
|
|
161.7
|
|
|
—
|
|
|
552.6
|
|
Gain on Sale of Businesses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
Income from Operations
|
|
79.6
|
|
|
20.2
|
|
|
141.5
|
|
|
89.8
|
|
|
—
|
|
|
331.1
|
|
Depreciation and Amortization
|
|
35.8
|
|
|
24.0
|
|
|
22.1
|
|
|
55.3
|
|
|
—
|
|
|
137.2
|
|
Capital Expenditures
|
|
26.4
|
|
|
12.8
|
|
|
13.4
|
|
|
12.6
|
|
|
—
|
|
|
65.2
|
|
The following table presents identifiable assets information attributable to the Company's operating segments as of December 28, 2019 and December 29, 2018 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Systems
|
|
Industrial Systems
|
|
Climate Solutions
|
|
Power Transmission Solutions
|
|
Total
|
Identifiable Assets as of December 28, 2019
|
$
|
1,198.5
|
|
|
$
|
802.8
|
|
|
$
|
878.3
|
|
|
$
|
1,551.1
|
|
|
$
|
4,430.7
|
|
Identifiable Assets as of December 29, 2018
|
1,299.7
|
|
|
808.3
|
|
|
907.7
|
|
|
1,608.1
|
|
|
4,623.8
|
|
The following sets forth net sales by country in which the Company operates for fiscal 2019, fiscal 2018 and fiscal 2017, respectively (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
|
2019
|
|
2018
|
|
2017
|
United States
|
|
$
|
2,071.9
|
|
|
$
|
2,402.9
|
|
|
$
|
2,267.2
|
|
Rest of the World
|
|
1,166.1
|
|
|
1,242.7
|
|
|
1,093.1
|
|
Total
|
|
|
|
$
|
3,238.0
|
|
|
$
|
3,645.6
|
|
|
$
|
3,360.3
|
|
U.S. net sales for fiscal 2019, fiscal 2018 and fiscal 2017 represented 64.0%, 65.9% and 67.5% of total net sales, respectively. No individual foreign country represented a material portion of total net sales for any of the years presented.
The following sets forth long-lived assets (net property, plant and equipment) by country in which the Company operates for fiscal 2019 and fiscal 2018, respectively (in millions):
|
|
|
|
|
|
|
|
|
|
Long-lived Assets
|
|
2019
|
|
2018
|
United States
|
$
|
237.6
|
|
|
$
|
242.7
|
|
Mexico
|
149.0
|
|
|
139.7
|
|
China
|
84.9
|
|
|
90.2
|
|
Rest of the World
|
133.5
|
|
|
142.9
|
|
Total
|
$
|
605.0
|
|
|
$
|
615.5
|
|
No other individual foreign country represented a material portion of long-lived assets for any of the years presented.
(7) Debt and Bank Credit Facilities
The Company's indebtedness as of December 28, 2019 and December 29, 2018 was as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
|
Term Facility
|
$
|
720.0
|
|
|
$
|
810.0
|
|
|
Senior Notes
|
400.0
|
|
|
400.0
|
|
|
Multicurrency Revolving Facility
|
17.7
|
|
|
98.4
|
|
|
Other
|
4.5
|
|
|
4.9
|
|
|
Less: Debt Issuance Costs
|
(4.7
|
)
|
|
(6.2
|
)
|
|
Total
|
1,137.5
|
|
|
1,307.1
|
|
|
Less: Current Maturities
|
0.6
|
|
|
0.5
|
|
|
Non-Current Portion
|
$
|
1,136.9
|
|
|
$
|
1,306.6
|
|
Credit Agreement
In connection with the Company's acquisition of the Power Transmission Solutions business of Emerson Electric Co. on January 30, 2015 (the "PTS Acquisition"), the Company entered into a Credit Agreement (the “Prior Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent and the lenders named therein, providing for a (i) 5-year unsecured term loan facility in the principal amount of $1.25 billion (the “Prior Term Facility”) and (ii) a 5-year unsecured multicurrency revolving facility in the principal amount of $500.0 million (the “Prior Multicurrency Revolving Facility”), including a $100.0 million letter of credit sub facility available for general corporate purposes. Borrowings under the Prior Credit Agreement bore interest at floating rates based upon indices determined by the currency of the borrowing, plus an applicable margin determined by reference to the Company's consolidated funded debt to consolidated EBITDA ratio or at an alternative base rate.
On August 27, 2018, the Company replaced the Prior Credit Agreement by entering into an Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent and the lenders named therein, providing for a (i) 5-year unsecured term loan facility in the principal amount of $900.0 million (the “Term Facility”) and (ii) a 5-year unsecured multicurrency revolving facility in the principal amount of $500.0 million (the “Multicurrency Revolving Facility”), including a $50.0 million letter of credit sub facility, available for general corporate purposes. Borrowings under the Credit Agreement bear interest at floating rates based upon indices determined by the currency of the borrowing, plus an applicable margin determined by reference to the Company's consolidated funded debt to consolidated EBITDA ratio or at an alternative base rate.
The Term Facility was drawn in full on August 27, 2018 with the proceeds settling the amounts owed under the Prior Term Facility and Prior Multicurrency Revolving Facility. The Term Facility requires quarterly amortization at a rate starting at 5.0% per annum, increasing to 7.5% per annum after three years and further increasing to 10.0% per annum for the last years of the Term Facility, unless previously prepaid. The weighted average interest rate on the Term Facility was 3.6% and 3.4% for the fiscal years ended December 28, 2019 and December 29, 2018, respectively. The Credit Agreement requires the Company to prepay the loans under the Term Facility with 100% of the net cash proceeds received from specified asset sales and borrowed money indebtedness, subject to certain exceptions. The Company repaid $90.0 million under the Term Facility in fiscal 2019 and 2018.
As of December 28, 2019 the Company had borrowings under the Multicurrency Revolving Facility in the amount of $17.7 million, $0.4 million of standby letters of credit and $481.9 million of available borrowing capacity. The average daily balance in borrowings under the Multicurrency Revolving Facility was $91.7 million and $171.5 million, and the weighted average interest rate on the Multicurrency Revolving Facility was 3.6% and 3.3% for the fiscal years ended December 28, 2019 and December 29, 2018, respectively. The Company pays a non-use fee on the aggregate unused amount of the Multicurrency Revolving Facility at a rate determined by reference to its consolidated funded debt to consolidated EBITDA ratio.
Senior Notes
As of December 28, 2019, the Company had $400.0 million of unsecured senior notes (the “Notes”) outstanding. The Notes consist of $400.0 million in senior notes in a private placement which were issued in five tranches with maturities from ten to twelve years and carry fixed interest rates. As of December 28, 2019, $400.0 million of the Notes are included in Long-Term Debt on the Consolidated Balance Sheets.
Details on the Notes as of December 28, 2019 were (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
Interest Rate
|
|
Maturity
|
Fixed Rate Series 2011A
|
|
$
|
230.0
|
|
|
4.8 to 5.0%
|
|
July 14, 2021
|
Fixed Rate Series 2011A
|
|
170.0
|
|
|
4.9 to 5.1%
|
|
July 14, 2023
|
Total
|
|
$
|
400.0
|
|
|
|
|
|
Compliance with Financial Covenants
The Credit Agreement and the Notes contain covenants under which the Company agrees to maintain a minimum EBITDA-to-interest coverage ratio and maximum Debt-to-EBITDA ratio. The Company was in compliance with all financial covenants contained in the Notes and the Credit Agreement as of December 28, 2019.
Other Notes Payable
As of December 28, 2019, other notes payable of $4.5 million were outstanding with a weighted average interest rate of 5.0%. As of December 29, 2018, other notes payable of $4.9 million were outstanding with a weighted average interest rate of 5.0%.
Other Disclosures
Based on rates for instruments with comparable maturities and credit quality, which are classified as Level 2 inputs (see also Note 14), the approximate fair value of the Company's total debt was $1,162.1 million and $1,323.6 million as of December 28, 2019 and December 29, 2018, respectively.
Maturities of long-term debt, excluding debt issuance costs, are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
|
|
Amount of Maturity
|
2020
|
|
|
|
|
|
$
|
0.6
|
|
2021
|
|
|
|
|
|
230.5
|
|
2022
|
|
|
|
|
|
68.0
|
|
2023
|
|
|
|
|
|
840.7
|
|
2024
|
|
|
|
|
|
0.5
|
|
Thereafter
|
|
|
|
|
|
1.9
|
|
Total
|
|
|
|
|
|
$
|
1,142.2
|
|
(8) Retirement and Post Retirement Health Care Plans
Retirement Plans
The Company's domestic associates are participants in defined benefit pension plans and/or defined contribution plans. The majority of the Company's defined benefit pension plans covering the Company's domestic associates have been closed to new associates and frozen for existing associates. Most foreign associates are covered by government sponsored plans in the countries in which they are employed. The defined contribution plans provide for Company contributions based, depending on the plan, upon one or more of participant contributions, service and profits. Company contributions to domestic defined contribution plans totaled $8.9 million, $10.1 million and $9.3 million in fiscal 2019, fiscal 2018 and fiscal 2017, respectively. Company contributions to non-US defined contribution plans were $10.6 million, $11.8 million and $9.4 million in fiscal 2019, fiscal 2018 and fiscal 2017, respectively.
Benefits provided under defined benefit pension plans are based, depending on the plan, on associates' average earnings and years of credited service, or a benefit multiplier times years of service. Funding of these qualified defined benefit pension plans is in accordance with federal laws and regulations. The actuarial valuation measurement date for pension plans is the calendar year end of each year.
The Company's target allocation, target return and actual weighted-average asset allocation by asset category are as follows:
|
|
|
|
|
|
|
|
|
|
Target
|
|
Actual Allocation
|
|
Allocation
|
|
Return
|
|
2019
|
|
2018
|
Equity Investments
|
73.0%
|
|
6.6 - 8.0%
|
|
70.0%
|
|
67.5%
|
Fixed Income
|
22.0%
|
|
2.7 - 5.5%
|
|
25.0%
|
|
27.4%
|
Other
|
5.0%
|
|
5.2%
|
|
5.0%
|
|
5.1%
|
Total
|
100.0%
|
|
7.0%
|
|
100.0%
|
|
100.0%
|
The Company's investment strategy for its defined benefit pension plans is to achieve moderately aggressive growth, earning a long-term rate of return sufficient to allow the plans to reach fully funded status. Accordingly, allocation targets have been established to fit this strategy, with a heavier long-term weighting of investments in equity securities. The long-term rate of return assumptions consider historic returns and volatilities adjusted for changes in overall economic conditions that may affect future returns and a weighting of each investment class.
The following table presents a reconciliation of the funded status of the defined benefit pension plans (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
Change in Projected Benefit Obligation:
|
|
|
|
Obligation at Beginning of Period
|
$
|
265.1
|
|
|
$
|
278.0
|
|
Service Cost
|
6.2
|
|
|
7.3
|
|
Interest Cost
|
10.6
|
|
|
9.3
|
|
Actuarial (Gain) Loss
|
34.9
|
|
|
(14.9
|
)
|
Curtailment Gain (1)
|
(19.4
|
)
|
|
—
|
|
Less: Benefits Paid
|
14.8
|
|
|
13.3
|
|
Foreign Currency Translation
|
0.2
|
|
|
(1.3
|
)
|
Obligation at End of Period
|
$
|
282.8
|
|
|
$
|
265.1
|
|
Change in Fair Value of Plan Assets:
|
|
|
|
Fair Value of Plan Assets at Beginning of Period
|
174.0
|
|
|
185.3
|
|
Actual Return on Plan Assets
|
33.1
|
|
|
(8.2
|
)
|
Employer Contributions
|
10.8
|
|
|
10.9
|
|
Less: Benefits Paid
|
14.8
|
|
|
13.3
|
|
Foreign Currency Translation
|
0.3
|
|
|
(0.7
|
)
|
Fair Value of Plan Assets at End of Period
|
$
|
203.4
|
|
|
$
|
174.0
|
|
Funded Status
|
$
|
(79.4
|
)
|
|
$
|
(91.1
|
)
|
(1) The curtailment gain is the result of a plan freeze announced to associates during the fourth quarter of fiscal 2019.
|
|
|
The funded status as of December 28, 2019 included domestic plans of $(71.2) million and international plans of $(8.2) million. The funded status as of December 29, 2018 included domestic plans of $(82.4) million and international plans of $(8.7) million.
Pension Assets
The Company classifies the pension plan investments into Level 1, which refers to securities valued using quoted prices from active markets for identical assets, Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available, and Level 3, which refers to securities valued based on significant unobservable inputs. Common stocks and mutual funds are valued at the unadjusted quoted market prices for the securities. Real estate fund values are determined using model-based techniques that include relative value analysis and discounted cash flow techniques. Certain common collective trust funds and limited partnership interests are valued based on the net asset value ("NAV") as provided by the administrator of the fund as a practical expedient to estimate fair value. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. Investments in units of short-term investment funds, comprised of cash and money market funds, are valued at their respective NAVs as reported by the funds daily.
Pension assets by type and level are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 28, 2019
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Cash and Cash Equivalents
|
$
|
5.1
|
|
|
$
|
5.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common Stocks:
|
|
|
|
|
|
|
|
Domestic Equities
|
26.4
|
|
|
26.4
|
|
|
—
|
|
|
—
|
|
International Equities
|
19.2
|
|
|
19.2
|
|
|
—
|
|
|
—
|
|
Mutual Funds:
|
|
|
|
|
|
|
|
US Equity Funds
|
30.1
|
|
|
30.1
|
|
|
—
|
|
|
—
|
|
International Equity Funds
|
3.1
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
Balanced Funds
|
9.5
|
|
|
9.5
|
|
|
—
|
|
|
—
|
|
Fixed Income Funds
|
18.0
|
|
|
18.0
|
|
|
—
|
|
|
—
|
|
Other
|
1.7
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
Limited Liability Company
|
8.3
|
|
|
—
|
|
|
8.3
|
|
|
—
|
|
Real Estate Fund
|
9.9
|
|
|
—
|
|
|
—
|
|
|
9.9
|
|
|
$
|
131.3
|
|
|
$
|
113.1
|
|
|
$
|
8.3
|
|
|
$
|
9.9
|
|
Investments Measured at Net Asset Value
|
72.1
|
|
|
|
|
|
|
|
Total
|
$
|
203.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 29, 2018
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Cash and Cash Equivalents
|
$
|
3.9
|
|
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common Stocks:
|
|
|
|
|
|
|
|
Domestic Equities
|
22.4
|
|
|
22.4
|
|
|
—
|
|
|
—
|
|
International Equities
|
13.7
|
|
|
13.7
|
|
|
—
|
|
|
—
|
|
Mutual Funds:
|
|
|
|
|
|
|
|
US Equity Funds
|
24.8
|
|
|
24.8
|
|
|
—
|
|
|
—
|
|
International Equity Funds
|
2.5
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
Balanced Funds
|
8.5
|
|
|
8.5
|
|
|
—
|
|
|
—
|
|
Fixed Income Funds
|
17.3
|
|
|
17.3
|
|
|
—
|
|
|
—
|
|
Other
|
1.5
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
Real Estate Fund
|
10.3
|
|
|
—
|
|
|
—
|
|
|
10.3
|
|
|
$
|
104.9
|
|
|
$
|
94.6
|
|
|
$
|
—
|
|
|
$
|
10.3
|
|
Investments Measured at Net Asset Value
|
69.1
|
|
|
|
|
|
|
|
Total
|
$
|
174.0
|
|
|
|
|
|
|
|
The following table sets forth additional disclosures for the fair value measurement of the fair value of pension plan assets that calculate fair value based on NAV per share practical expedient as of December 28, 2019 and December 29, 2018 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
Common Collective Trust Funds
|
$
|
72.1
|
|
|
$
|
61.7
|
|
Global Emerging Markets Fund Limited Partnership
|
—
|
|
|
7.4
|
|
Total
|
$
|
72.1
|
|
|
$
|
69.1
|
|
The common collective trust funds are investments in the Northern Trust Collective S&P 500 Index Fund, the Northern Trust Collective Aggregate Bond Index Fund and the American Century Non-US Growth Fund. The Northern Trust Collective S&P 500 Index Fund seeks to provide investment results that approximate the overall performance of the common stocks in that index. The Northern Trust Collective Aggregate Bond Index Fund seeks to provide investment results that approximate the overall performance of the Barclays Capital US Aggregate Index by investing primarily, but not exclusively, in securities that comprise that index. The American Century Non-US Growth Fund is broadly invested in a diversified portfolio of non-US stocks. The common collective trust funds are available for immediate redemption. The global emerging markets fund limited partnership interest is an investment in the Vontobel Global Emerging Markets Fund, which seeks to provide capital appreciation by investing in a diversified portfolio consisting primarily of equity based securities. The global emerging markets fund limited partnership interest can be redeemed on a monthly basis with immediate payment.
The Level 3 assets noted below represent investments in real estate funds managed by a major US insurance company and a global emerging markets fund limited partnership. Estimated values provided by fund management approximate the cost of the investments. In determining the reasonableness of the methodology used to value the Level 3 investments, the Company evaluates a variety of factors including reviews of economic conditions, industry and market developments, and overall credit ratings. The real estate fund can be redeemed on a quarterly basis and paid within two weeks of the request for redemption.
The table below sets forth a summary of changes in the Company's Level 3 assets in its pension plan investments as of December 28, 2019 and December 29, 2018 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
Beginning Balance
|
|
$
|
10.3
|
|
|
$
|
9.6
|
|
Net Purchases (Sales)
|
|
(1.6
|
)
|
|
0.6
|
|
Net Gains
|
|
1.2
|
|
|
0.1
|
|
Ending Balance
|
|
$
|
9.9
|
|
|
$
|
10.3
|
|
The following table sets forth a summary of quantitative information about the significant unobservable inputs used in the fair value measurement of the Level 3 real estate fund as of December 28, 2019 (in millions):
|
|
|
|
|
Fair Value
|
|
Significant Unobservable Inputs
|
$9.9
|
|
Exit Capitalization Rate
|
5.0% to 7.0%
|
|
|
Discount Rate
|
6.5% to 8.0%
|
The following table sets forth a summary of quantitative information about the significant unobservable inputs used in the fair value measurement of the Level 3 real estate fund as of December 29, 2018 (in millions):
|
|
|
|
|
Fair Value
|
|
Significant Unobservable Inputs
|
$10.3
|
|
Exit Capitalization Rate
|
4.9% to 7.0%
|
|
|
Discount Rate
|
6.6% to 7.8%
|
Funded Status and Expense
The Company recognized the funded status of its defined benefit pension plans on the Consolidated Balance Sheets as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
Accrued Compensation and Benefits
|
|
$
|
4.0
|
|
|
$
|
3.4
|
|
Pension and Other Post Retirement Benefits
|
|
75.4
|
|
|
87.7
|
|
Total
|
|
$
|
79.4
|
|
|
$
|
91.1
|
|
|
|
|
|
|
Amounts Recognized in Accumulated Other Comprehensive Loss
|
|
|
|
|
Net Actuarial Loss
|
|
$
|
45.2
|
|
|
$
|
52.3
|
|
Prior Service Cost
|
|
1.1
|
|
|
1.4
|
|
Total
|
|
$
|
46.3
|
|
|
$
|
53.7
|
|
The accumulated benefit obligation for all defined benefit pension plans was $276.3 million and $244.0 million as of December 28, 2019 and December 29, 2018, respectively.
The accumulated benefit obligation exceeded plan assets for all pension plans as of December 28, 2019 and December 29, 2018.
The following weighted average assumptions were used to determine the projected benefit obligation as of December 28, 2019 and December 29, 2018, respectively:
|
|
|
|
|
|
2019
|
|
2018
|
Discount Rate
|
3.3%
|
|
4.4%
|
The objective of the discount rate assumption is to reflect the rate at which the pension benefits could be effectively settled. In making the determination, the Company takes into account the timing and amount of benefits that would be available under the plans. The methodology for selecting the discount rate was to match the plan's cash flows to that of a theoretical bond portfolio yield curve.
Certain of the Company's defined benefit pension plan obligations are based on years of service rather than on projected compensation percentage increases. For those plans that use compensation increases in the calculation of benefit obligations and net periodic pension cost, the Company used an assumed rate of compensation increase of 3.0% for the fiscal years ended December 28, 2019 and December 29, 2018.
Net periodic pension benefit costs and the net actuarial loss and prior service cost recognized in OCI for the defined benefit pension plans were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Service Cost
|
|
$
|
6.2
|
|
|
$
|
7.3
|
|
|
$
|
7.2
|
|
Interest Cost
|
|
10.6
|
|
|
9.3
|
|
|
9.3
|
|
Expected Return on Plan Assets
|
|
(12.5
|
)
|
|
(11.9
|
)
|
|
(11.2
|
)
|
Amortization of Net Actuarial Loss
|
|
2.2
|
|
|
3.5
|
|
|
2.3
|
|
Amortization of Prior Service Cost
|
|
0.3
|
|
|
0.2
|
|
|
0.2
|
|
Net Periodic Benefit Cost
|
|
$
|
6.8
|
|
|
$
|
8.4
|
|
|
$
|
7.8
|
|
|
|
|
|
|
|
|
Change in Obligations Recognized in OCI, Net of Tax
|
|
|
|
|
|
|
Prior Service Cost
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
Net Actuarial Loss
|
|
1.7
|
|
|
2.7
|
|
|
1.5
|
|
Total Recognized in OCI
|
|
$
|
1.9
|
|
|
$
|
2.9
|
|
|
$
|
1.6
|
|
The estimated prior service cost and net actuarial loss for the defined benefit pension plans that will be amortized from AOCI into net periodic benefit cost during the 2020 fiscal year are $0.3 million and $1.8 million, respectively.
As permitted under relevant accounting guidance, the amortization of any prior service cost is determined using a straight-line amortization of the cost over the average remaining service period of associates expected to receive benefits under the plans.
The following weighted average assumptions were used to determine net periodic pension cost for fiscal years 2019, 2018 and 2017, respectively.
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Discount Rate
|
|
4.4%
|
|
3.8%
|
|
4.3%
|
Expected Long-Term Rate of Return on Assets
|
|
7.0%
|
|
6.9%
|
|
7.0%
|
The Company made contributions to its defined benefit plan of $10.8 million and $10.9 million for the fiscal years ended December 28, 2019 and December 29, 2018, respectively.
The Company estimates that in fiscal 2020 it will make contributions in the amount of $10.1 million to fund its defined benefit pension plans.
The following pension benefit payments, which reflect expected future service, as appropriate, are expected to be paid (in millions):
|
|
|
|
|
|
Year
|
|
Expected Payments
|
2020
|
|
$
|
16.5
|
|
2021
|
|
16.1
|
|
2022
|
|
15.9
|
|
2023
|
|
16.7
|
|
2024
|
|
16.7
|
|
2025-2028
|
|
82.8
|
|
Post Retirement Health Care Plan
In connection with the acquisition of the Power Transmission Solutions business from Emerson Electric Co. in 2015, the Company established an unfunded post retirement health care plan for certain domestic retirees and their dependents.
The following table presents a reconciliation of the accumulated benefit obligation of the post retirement health care plan (in millions):
|
|
|
|
|
|
|
|
|
|
Change in Accumulated Post Retirement Benefit Obligation
|
|
2019
|
|
2018
|
Obligation at Beginning of Period
|
|
$
|
9.2
|
|
|
$
|
12.1
|
|
Service Cost
|
|
—
|
|
|
0.1
|
|
Interest Cost
|
|
0.3
|
|
|
0.4
|
|
Actuarial Gain
|
|
(0.7
|
)
|
|
(2.8
|
)
|
Amendments
|
|
(1.9
|
)
|
|
—
|
|
Curtailment Gain
|
|
(0.5
|
)
|
|
—
|
|
Participant Contributions
|
|
0.2
|
|
|
0.4
|
|
Less: Benefits Paid
|
|
0.7
|
|
|
1.0
|
|
Obligation at End of Period
|
|
$
|
5.9
|
|
|
$
|
9.2
|
|
The Company recognized the funded status of its post retirement health care plan on the balance sheet as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
Accrued Compensation and Benefits
|
|
$
|
0.5
|
|
|
$
|
0.7
|
|
Pension and Other Post Retirement Benefits
|
|
5.4
|
|
|
8.5
|
|
Total
|
|
$
|
5.9
|
|
|
$
|
9.2
|
|
Amounts Recognized in Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
Net Actuarial Gain
|
|
$
|
(4.1
|
)
|
|
$
|
(3.7
|
)
|
Prior Service Cost
|
|
(1.7
|
)
|
|
—
|
|
Total
|
|
$
|
(5.8
|
)
|
|
$
|
(3.7
|
)
|
The following assumptions were used to determine the accumulated post retirement benefit obligation as of December 28, 2019 and December 29, 2018, respectively.
|
|
|
|
|
|
|
|
2019
|
|
2018
|
Discount Rate
|
|
3.2%
|
|
4.2%
|
Net periodic post retirement health care benefit costs for the post retirement health care plan were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Service Cost
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest Cost
|
|
0.3
|
|
|
0.4
|
|
|
0.4
|
|
Amortization of Net Actuarial Gain
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
Amortization of Prior Service Cost
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
Curtailment Gain
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
Net Periodic Post Retirement Health Care Benefit Cost
|
|
$
|
(0.7
|
)
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
|
|
|
|
|
|
Change in Obligations Recognized in OCI, Net of Tax
|
|
|
|
|
|
|
Prior Service Cost
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net Actuarial Gain
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
Total Recognized in OCI
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
The estimated prior service cost and net actuarial gain for the post retirement health care plan that will be amortized from AOCI into net periodic post retirement health care benefit cost during the 2020 fiscal year is $0.9 million and $0.6 million, respectively.
The following assumptions were used to determine net periodic post retirement health care benefit cost for fiscal years 2019, 2018 and 2017, respectively.
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Discount Rate
|
|
4.2%
|
|
3.5%
|
|
3.9%
|
The health care cost trend rate for fiscal 2020, 2019 and 2018, respectively, is 6.8%, 7.6% and 8.0% for pre-65 participants and 5.1%, 5.3% and 5.4% for post-65 participants, decreasing to 4.5% for all years in fiscal 2026, the year that the health care cost trend rate reaches the assumed ultimate rate. A one percentage point change in the health care cost trend rate assumption would have an immaterial impact on both the accumulated post retirement benefit obligation and on the net periodic post retirement health care benefit cost.
The Company contributed $0.4 million and $0.6 million to the post retirement health care plan in fiscal 2019 and fiscal 2018, respectively. The Company estimates that in fiscal 2020 it will make contributions of $0.5 million to the post retirement health care plan.
The following post retirement benefit payments, which reflect expected future service, as appropriate, are expected to be paid (in millions):
|
|
|
|
|
|
Year
|
|
Expected Payments
|
2020
|
|
$
|
0.5
|
|
2021
|
|
0.5
|
|
2022
|
|
0.5
|
|
2023
|
|
0.4
|
|
2024
|
|
0.4
|
|
2025-2028
|
|
1.7
|
|
(9) Leases
The Company leases certain manufacturing facilities, warehouses/distribution centers, office space, machinery, equipment, IT assets, and vehicles. If the contract provides the Company the right to substantially all of the economic benefits from the use of the identified asset and the right to direct the use of the identified asset, it is considered to be or contain a lease. Right-of-use ("ROU") assets and lease liabilities are recognized at lease commencement date based on the present value of the future lease payments over the expected lease term.
As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The incremental borrowing rate is estimated based upon the sovereign treasury rate for the currency in which the lease liability is denominated when the Company takes possession of the leased asset, adjusted for various factors, such as term and internal credit spread. The ROU asset also includes any lease payments made and excludes lease incentive and initial direct costs incurred.
Leases entered into may include one or more options to renew. The renewal terms can extend the lease term from one to twenty-five years. The exercise of lease renewal options is at the Company's sole discretion. Renewal option periods are included in the measurement of the ROU asset and lease liability when the exercise is reasonably certain to occur. Some leases include options to terminate the lease upon breach of contract and are remeasured at that point in time.
The depreciable life of leased assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.
Some of the Company's lease agreements include rental payments adjusted periodically for inflation or are based on an index rate. These increases are reflected as variable lease payments and are included in the measurement of the ROU asset and lease liability. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Operating leases are included in the following asset and liability accounts on the Company's Consolidated Balance Sheet: Operating Lease Assets, Current Operating Lease Liabilities and Noncurrent Operating Lease Liabilities. ROU assets and liabilities arising from finance leases are included in the following asset and liability accounts on the Company's Consolidated Balance Sheet: Net Property, Plant and Equipment, Current Maturities of Long-Term Debt and Long-Term Debt.
Short-term and variable lease expense was immaterial. The components of lease expense were as follows (in millions):
|
|
|
|
|
|
December 28, 2019
|
Operating Lease Cost
|
$
|
31.1
|
|
Finance Lease Cost:
|
|
Amortization of ROU Assets
|
0.3
|
|
Interest on Lease Liabilities
|
0.2
|
|
Total Lease Expense
|
$
|
31.6
|
|
Maturity of lease liabilities as of December 28, 2019 were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
2020
|
$
|
26.6
|
|
|
$
|
0.5
|
|
|
$
|
27.1
|
|
2021
|
20.9
|
|
|
0.5
|
|
|
21.4
|
|
2022
|
14.1
|
|
|
0.6
|
|
|
14.7
|
|
2023
|
8.3
|
|
|
0.6
|
|
|
8.9
|
|
2024
|
5.2
|
|
|
0.6
|
|
|
5.8
|
|
Thereafter
|
13.4
|
|
|
1.9
|
|
|
15.3
|
|
Total Lease Payments
|
$
|
88.5
|
|
|
$
|
4.7
|
|
|
$
|
93.2
|
|
Less: Interest
|
(15.9
|
)
|
|
(1.0
|
)
|
|
(16.9
|
)
|
Present Value of Lease Liabilities
|
$
|
72.6
|
|
|
$
|
3.7
|
|
|
$
|
76.3
|
|
Future minimum lease payments under operating leases as of December 29, 2018 were as follows (in millions):
|
|
|
|
|
|
|
|
|
Year
|
|
Expected Payments
|
2019
|
|
$
|
30.8
|
|
2020
|
|
24.7
|
|
2021
|
|
19.2
|
|
2022
|
|
11.7
|
|
2023
|
|
6.5
|
|
Thereafter
|
|
16.2
|
|
Other information related to leases was as follows (in millions):
|
|
|
|
|
Supplemental Cash Flows Information
|
December 28, 2019
|
Cash Paid for Amounts Included in the Measurement of Lease Liabilities:
|
|
Operating Cash Flows from Operating Leases
|
$
|
30.6
|
|
Operating Cash Flows from Finance Leases
|
0.3
|
|
Financing Cash Flows from Finance Leases
|
0.2
|
|
Leased Assets Obtained in Exchange for New Operating Lease Liabilities
|
13.6
|
|
Weighted Average Remaining Lease Term
|
|
Operating Leases
|
4.7 years
|
|
Finance Leases
|
8.3 years
|
|
Weighted Average Discount Rate
|
|
Operating Leases
|
8.8
|
%
|
Finance Leases
|
5.9
|
%
|
As of December 28, 2019, the Company has additional operating leases that have not yet commenced for future lease payments of $10.5 million. These operating leases will commence during fiscal year 2020 with lease terms of one to 10.5 years. The Company had no finance leases that had not yet commenced nor entered into as of December 28, 2019.
(10) Shareholders' Equity
Common Stock
The Company acquired and retired 1,652,887 shares of its common stock in fiscal 2018 at an average cost of $77.31 per share for a total cost of $127.8 million. At a meeting of the Board of Directors in July 2018, the Company's Board of Directors approved the extinguishment of the existing 3.0 million share repurchase program that was approved in November 2013 and replaced it with an authorization to purchase up to $250.0 million of shares. At a meeting of the Board of Directors on October 25, 2019, the July 2018 repurchase authorization was extinguished and replaced with an authorization to purchase up to $250.0 million of shares. In fiscal 2019, the Company acquired and retired under the July 2018 repurchase authorization 2,013,782 shares of its common stock at an average cost of $74.52 per share for a total cost of $150.1 million. Also in fiscal 2019, the Company acquired and retired 180,763 shares of its common stock at an average cost of $83.01 per share for a total cost of $15.0 million under the October 25, 2019 repurchase authorization.
There is approximately $235.0 million in common stock available for repurchase under the October 25, 2019 repurchase authorization as of December 28, 2019.
Share-Based Compensation
The Company recognized approximately $13.0 million, $16.9 million and $13.6 million in share-based compensation expense in fiscal years 2019, 2018 and 2017, respectively. The total income tax benefit recognized in the Consolidated Statements of Income for share-based compensation expense was $3.1 million, $4.1 million and $5.2 million in fiscal years 2019, 2018 and 2017, respectively. The Company recognizes compensation expense on grants of share-based compensation awards on a straight-line basis over the vesting period of each award. The total fair value of shares and options vested was $23.0 million, $12.8 million and $11.9 million in fiscal years 2019, 2018 and 2017, respectively. On October 10, 2018, the Company entered into a retirement
agreement with the CEO resulting in the modification of the CEO's unvested awards. The Company expensed the modified awards over the modified service term. The modification increased the amount of unrecognized compensation cost and reduced the weighted average period in which the Company recognized compensation cost. On December 27, 2019, the Company entered into a retirement agreement with the COO resulting in the modification of certain of the COO's unvested awards. The Company expects to recognize the modified award values over the modified service term. The modification increased the amount of unrecognized compensation cost and reduced the weighted average period in which the Company expects to recognize the unrecognized compensation cost. Total unrecognized compensation cost related to share-based compensation awards was approximately $18.5 million, net of estimated forfeitures, which the Company expects to recognize over a weighted average period of approximately 1.9 years as of December 28, 2019.
During 2018, the Company's shareholders approved the 2018 Equity Incentive Plan ("2018 Plan"). The 2018 Plan authorizes the issuance of 2.1 million shares of common stock, plus the number of shares reserved under the prior 2013 Equity Incentive Plan that are not the subject of outstanding awards for equity-based awards and terminates any further grants under prior equity plans. Approximately 3.6 million shares were available for future grant or payment under the 2018 Plans as of December 28, 2019.
Options and Stock Appreciation Rights
The Company uses stock settled stock appreciation rights (“SARs”) as a form of share-based incentive awards. SARs are the right to receive stock in an amount equal to the appreciation in value of a share of stock over the base price per share that generally vest over 5 years and expire 10 years from the grant date. All grants are made at prices equal to the fair market value of the stock on the grant date. For fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017, expired and canceled shares were immaterial.
The table below presents SARs share-based compensation activity for the fiscal years ended 2019, 2018 and 2017 (in millions):
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Total Intrinsic Value of Share-Based Incentive Awards Exercised
|
|
$11.7
|
|
$5.2
|
|
$4.3
|
Cash Received from Stock Option Exercises
|
|
0.1
|
|
—
|
|
0.4
|
Total Fair Value of Share-Based Incentive Awards Vested
|
|
5.4
|
|
3.9
|
|
4.3
|
The weighted average assumptions used in the Company's Black-Scholes valuation related to grants for SARs were as follows:
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Per Share Weighted Average Fair Value of Grants
|
$20.84
|
|
$22.73
|
|
$23.31
|
Risk-Free Interest Rate
|
2.4%
|
|
2.9%
|
|
2.1%
|
Expected Life (Years)
|
7.0
|
|
7.0
|
|
7.0
|
Expected Volatility
|
25.0%
|
|
27.8%
|
|
28.6%
|
Expected Dividend Yield
|
1.5%
|
|
1.4%
|
|
1.3%
|
The average risk-free interest rate is based on US Treasury security rates in effect as of the grant date. The expected dividend yield is based on the projected annual dividend as a percentage of the estimated market value of the Company's common stock as of the grant date. The Company estimated the expected volatility using a weighted average of daily historical volatility of the Company's stock price over the expected term of the award. The Company estimated the expected term using historical data.
Following is a summary of share-based incentive plan activity (options and SARs) for fiscal 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares Under Options and SARs
|
Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (years)
|
|
Aggregate Intrinsic Value (in millions)
|
Outstanding as of December 29, 2018
|
1,539,368
|
|
$
|
69.31
|
|
|
|
|
|
Granted
|
188,809
|
|
81.81
|
|
|
|
|
|
Exercised
|
(869,183)
|
|
67.88
|
|
|
|
|
|
Forfeited
|
(37,136)
|
|
76.94
|
|
|
|
|
|
Expired
|
(4,068)
|
|
74.37
|
|
|
|
|
|
Outstanding as of December 28, 2019
|
817,790
|
|
$
|
73.34
|
|
|
6.0
|
|
$
|
9.9
|
|
Exercisable as of December 28, 2019
|
415,570
|
|
$
|
69.57
|
|
|
3.8
|
|
$
|
6.6
|
|
Compensation expense recognized related to options and SARs was $2.7 million, $4.7 million and $4.1 million for fiscal years 2019, 2018 and 2017, respectively.
As of December 28, 2019, there was $6.4 million of unrecognized compensation cost related to non-vested options and SARs that is expected to be recognized as a charge to earnings over a weighted average period of 3.4 years.
The amount of options and SARs expected to vest is materially consistent with those outstanding and not yet exercisable.
Restricted Stock Awards and Restricted Stock Units
Restricted stock awards ("RSAs") and restricted stock units ("RSUs") consist of shares or the rights to shares of the Company's stock. The awards are restricted such that they are subject to substantial risk of forfeiture and to restrictions on their sale or other transfer. As defined in the individual grant agreements, acceleration of vesting may occur under a change in control, or death, disability or normal retirement of the grantee.
Following is the summary of RSAs activity for fiscal 2019:
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted Average Fair Value at Grant Date
|
|
Weighted Average Remaining Contractual Term (years)
|
Unvested RSAs as of December 29, 2018
|
|
15,660
|
|
$
|
74.38
|
|
|
0.4
|
Granted
|
|
15,571
|
|
80.41
|
|
|
|
Vested
|
|
(15,660)
|
|
74.38
|
|
|
|
Unvested RSAs as of December 28, 2019
|
|
15,571
|
|
$
|
80.41
|
|
|
0.4
|
The weighted average grant date fair value of awards granted was $80.41, $74.68 and $80.70 in fiscal years 2019, 2018 and 2017, respectively.
RSAs vest on the one year anniversary of the grant date, provided the holder of the shares is continuously employed by or in the service of the Company until the vesting date. Compensation expense recognized related to the RSAs was $1.2 million, $1.2 million and $1.1 million for fiscal 2019, 2018 and 2017, respectively.
As of December 28, 2019, there was $0.5 million of unrecognized compensation cost related to non-vested RSAs that is expected to be recognized as a charge to earnings over a weighted average period of 0.4 years.
Following is the summary of RSUs activity for fiscal 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted Average Fair Value at Grant Date
|
|
Weighted Average Remaining Contractual Term (years)
|
Unvested RSUs as of December 29, 2018
|
|
234,824
|
|
$
|
69.78
|
|
|
1.6
|
Granted
|
|
93,428
|
|
78.98
|
|
|
|
Vested
|
|
(136,372)
|
|
64.47
|
|
|
|
Forfeited
|
|
(16,855)
|
|
76.34
|
|
|
|
Unvested RSUs as of December 28, 2019
|
|
175,025
|
|
$
|
78.19
|
|
|
1.9
|
The weighted average grant date fair value of awards granted was $78.98, $74.51 and $80.48 in fiscal years 2019, 2018 and 2017, respectively.
RSUs vest on the third anniversary of the grant date, provided the holder of the shares is continuously employed by the Company until the vesting date. Compensation expense recognized related to the RSUs was $6.2 million, $7.8 million and $6.2 million for fiscal 2019, 2018 and 2017, respectively.
As of December 28, 2019, there was $7.4 million of unrecognized compensation cost related to non-vested RSUs that is expected to be recognized as a charge to earnings over a weighted average period of 1.9 years.
Performance Share Units
Performance share unit awards ("PSUs") consist of shares or the rights to shares of the Company's stock which are awarded to associates of the Company. These shares are payable upon the determination that the Company achieved certain established performance targets and can range from 0% to 200% of the targeted payout based on the actual results. PSUs have a performance period of 3 years, vest three years from the grant date and are issued at a performance target of 100%. The PSUs have performance criteria based on a return on invested capital metric or they have performance criteria using returns relative to the Company's peer group. As set forth in the individual grant agreements, acceleration of vesting may occur under a change in control, death or disability. There are no voting rights with these instruments until vesting occurs and a share of stock is issued. Some of the PSU awards are valued using a Monte Carlo simulation method as of the grant date while others are valued using the closing market price less net present value of dividends as of the grant date depending on the performance criteria for the award.
The assumptions used in the Company's Monte Carlo simulation related to grants for performance share units were as follows:
|
|
|
|
|
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
Risk-free interest rate
|
2.3%
|
|
2.7%
|
|
1.6%
|
Expected life (years)
|
3.0
|
|
3.0
|
|
3.0
|
Expected volatility
|
25.0%
|
|
25.0%
|
|
24.0%
|
Expected dividend yield
|
1.5%
|
|
1.4%
|
|
1.3%
|
Following is the summary of PSUs activity for fiscal 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted Average Fair Value at Grant Date
|
|
Weighted Average Remaining Contractual Term (years)
|
Unvested PSUs as of December 29, 2018
|
|
167,840
|
|
$
|
71.71
|
|
|
1.8
|
Granted
|
|
48,091
|
|
85.54
|
|
|
|
Vested
|
|
(64,961)
|
|
65.85
|
|
|
|
Forfeited
|
|
(60,405)
|
|
67.90
|
|
|
|
Unvested PSUs as of December 28, 2019
|
|
90,565
|
|
$
|
86.35
|
|
|
1.9
|
The weighted average grant date fair value of awards granted was $85.54, $83.80 and $90.82 in fiscal years 2019, 2018 and 2017, respectively.
Compensation expense for awards granted are recognized based on the Monte Carlo simulation value or the expected payout ratio depending upon the performance criterion for the award, net of estimated forfeitures. Compensation expense recognized related to PSUs was $2.9 million, $3.2 million and $2.2 million for fiscal 2019, 2018 and 2017, respectively. Total unrecognized compensation expense for all PSUs granted as of December 28, 2019 was $4.2 million and it is expected to be recognized as a charge to earnings over a weighted average period of 1.9 years.
(11) Income Taxes
Income before taxes consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
United States
|
|
$
|
126.7
|
|
|
$
|
121.5
|
|
|
$
|
147.4
|
|
Foreign
|
|
177.1
|
|
|
170.7
|
|
|
129.8
|
|
Total
|
|
$
|
303.8
|
|
|
$
|
292.2
|
|
|
$
|
277.2
|
|
The provision for income taxes is summarized as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Current
|
|
|
|
|
|
|
Federal
|
|
$
|
1.8
|
|
|
$
|
4.5
|
|
|
$
|
36.9
|
|
State
|
|
1.1
|
|
|
0.8
|
|
|
(0.3
|
)
|
Foreign
|
|
35.9
|
|
|
37.9
|
|
|
32.2
|
|
|
|
$
|
38.8
|
|
|
$
|
43.2
|
|
|
$
|
68.8
|
|
Deferred
|
|
|
|
|
|
|
Federal
|
|
$
|
20.4
|
|
|
$
|
16.6
|
|
|
$
|
(7.2
|
)
|
State
|
|
2.6
|
|
|
2.1
|
|
|
2.2
|
|
Foreign
|
|
(0.6
|
)
|
|
(5.5
|
)
|
|
(4.7
|
)
|
|
|
22.4
|
|
|
13.2
|
|
|
(9.7
|
)
|
Total
|
|
$
|
61.2
|
|
|
$
|
56.4
|
|
|
$
|
59.1
|
|
A reconciliation of the statutory federal income tax rate and the effective tax rate reflected in the consolidated statements of income follows:
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Federal Statutory Rate
|
|
21.0%
|
|
21.0%
|
|
35.0%
|
State Income Taxes, Net of Federal Benefit
|
|
1.3%
|
|
1.1%
|
|
0.3%
|
Domestic Production Activities Deduction
|
|
—%
|
|
—%
|
|
(1.0)%
|
Foreign Rate Differential - China
|
|
0.9%
|
|
0.9%
|
|
(2.1)%
|
Foreign Rate Differential - All Other
|
|
(2.8)%
|
|
(1.4)%
|
|
(4.3)%
|
Research and Development Credit
|
|
(2.5)%
|
|
(2.5)%
|
|
(3.0)%
|
Valuation Allowance
|
|
0.8%
|
|
(0.3)%
|
|
(0.6)%
|
Tax Cuts and Jobs Act of 2017
|
|
—%
|
|
(1.3)%
|
|
(0.4)%
|
Tax on Repatriation
|
|
3.4%
|
|
1.3%
|
|
—%
|
Adjustments to Tax Accruals and Reserves
|
|
0.3%
|
|
—%
|
|
(1.9)%
|
Tax Impact of Divestitures
|
|
(1.7)%
|
|
—%
|
|
—%
|
Other
|
|
(0.6)%
|
|
0.5%
|
|
(0.7)%
|
Effective Tax Rate
|
|
20.1%
|
|
19.3%
|
|
21.3%
|
Deferred taxes arise primarily from differences in amounts reported for tax and financial statement purposes. The Company's net deferred tax liability was $(113.5) million as of December 28, 2019, classified on the consolidated Balance Sheet as a net non-current deferred tax asset of $58.4 million and a net non-current deferred income tax liability of $(171.9) million. As of December 29,
2018, the Company's net deferred tax liability was $(114.1) million classified on the consolidated Balance Sheet as a net non-current deferred income tax benefit of $34.2 million and a net non-current deferred income tax liability of $(148.3) million.
The components of this net deferred tax liability are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 28, 2019
|
|
December 29, 2018
|
Accrued Benefits
|
|
$
|
54.3
|
|
|
$
|
53.9
|
|
Bad Debt Allowances
|
|
2.0
|
|
|
2.2
|
|
Warranty Accruals
|
|
2.5
|
|
|
3.6
|
|
Inventory
|
|
7.3
|
|
|
14.6
|
|
Accrued Liabilities
|
|
(2.6
|
)
|
|
(8.0
|
)
|
Derivative Instruments
|
|
1.4
|
|
|
1.8
|
|
Tax Loss Carryforward
|
|
35.4
|
|
|
13.1
|
|
Valuation Allowance
|
|
(12.9
|
)
|
|
(4.9
|
)
|
Operating Lease Liability
|
|
17.2
|
|
|
—
|
|
Other
|
|
18.0
|
|
|
14.0
|
|
Deferred Tax Assets
|
|
122.6
|
|
|
90.3
|
|
Property Related
|
|
(36.1
|
)
|
|
(32.2
|
)
|
Intangible Items
|
|
(182.8
|
)
|
|
(172.2
|
)
|
Operating Lease Asset
|
|
(17.2
|
)
|
|
—
|
|
Deferred Tax Liabilities
|
|
(236.1
|
)
|
|
(204.4
|
)
|
Net Deferred Tax Liability
|
|
$
|
(113.5
|
)
|
|
$
|
(114.1
|
)
|
Following is a reconciliation of the beginning and ending amount of unrecognized tax benefits (in millions):
|
|
|
|
|
|
|
|
|
|
Unrecognized Tax Benefits, December 31, 2016
|
|
$
|
10.0
|
|
Gross Increases from Prior Period Tax Positions
|
|
—
|
|
Gross Increases from Current Period Tax Positions
|
|
2.7
|
|
Settlements with Taxing Authorities
|
|
(5.3
|
)
|
Lapse of Statute of Limitations
|
|
(0.7
|
)
|
Unrecognized Tax Benefits, December 30, 2017
|
|
$
|
6.7
|
|
Gross Increases from Prior Period Tax Positions
|
|
—
|
|
Gross Increases from Current Period Tax Positions
|
|
0.3
|
|
Settlements with Taxing Authorities
|
|
(0.1
|
)
|
Lapse of Statute of Limitations
|
|
(0.4
|
)
|
Unrecognized Tax Benefits, December 29, 2018
|
|
$
|
6.5
|
|
Gross Increases from Prior Period Tax Positions
|
|
—
|
|
Gross Increases from Current Period Tax Positions
|
|
0.7
|
|
Settlements with Taxing Authorities
|
|
—
|
|
Lapse of Statute of Limitations
|
|
(0.3
|
)
|
Unrecognized Tax Benefits, December 28, 2019
|
|
$
|
6.9
|
|
Unrecognized tax benefits as of December 28, 2019 amount to $6.9 million, all of which would impact the effective income tax rate if recognized.
Potential interest and penalties related to unrecognized tax benefits are recorded in income tax expense. During fiscal years 2019, 2018 and 2017, the Company recognized approximately $0.5 million, $0.2 million and $(0.2) million in net interest (income) expense, respectively. The Company had approximately $2.3 million, $1.9 million and $1.7 million of accrued interest as of December 28, 2019, December 29, 2018 and December 30, 2017, respectively.
Due to statute expirations, approximately $0.4 million of the unrecognized tax benefits, including accrued interest, could reasonably change in the coming year.
With few exceptions, the Company is no longer subject to US federal and state/local income tax examinations by tax authorities for years prior to 2014, and the Company is no longer subject to non-US income tax examinations by tax authorities for years prior to 2012.
As of December 28, 2019, the Company had approximately $35.4 million of tax effected net operating losses in various jurisdictions with a portion expiring over a period of up to 15 years and the remaining without expiration. As of December 29, 2018, the Company had approximately $13.1 million of tax effected net operating losses in various jurisdictions with a portion expiring over a period up to 15 years and the remaining without expiration.
Valuation allowances totaling $12.9 million and $4.9 million as of December 28, 2019 and December 29, 2018, respectively, have been established for deferred income tax assets primarily related to certain subsidiary loss carryforwards that may not be realized. Realization of the net deferred income tax assets is dependent on generating sufficient taxable income prior to their expiration. Although realization is not assured, management believes it is more-likely-than-not that the net deferred income tax assets will be realized. The amount of the net deferred income tax assets considered realizable, however, could change in the near term if future taxable income during the carryforward period fluctuates.
The Company has been granted tax holidays for some of its Chinese subsidiaries. Some of these tax holidays expired in 2019 and others will expire in 2020. All tax holidays will be renewed subject to certain conditions with which the Company expects to comply. In 2019, these holidays decreased the Provision for Income Taxes by $3.9 million.
The Company continues to treat approximately $123.2 million of earnings from certain foreign entities as permanently reinvested and has not recorded a deferred tax liability for the local withholding taxes of approximately $19.1 million on those earnings.
(12) Contingencies
One of the Company's subsidiaries that it acquired in 2007 is subject to numerous claims filed in various jurisdictions relating to certain sub-fractional motors that were primarily manufactured through 2004 and that were included as components of residential and commercial ventilation units manufactured and sold in high volumes by a third party. These ventilation units are subject to product safety requirements and other potential regulation of their performance by government agencies such as the US Consumer Product Safety Commission (“CPSC”). The claims generally allege that the ventilation units were the cause of fires. The Company has recorded an estimated liability for incurred claims. Based on the current facts, the Company cannot assure that these claims, individually or in the aggregate, will not have a material adverse effect on its subsidiary's financial condition. The Company's subsidiary cannot reasonably predict the outcome of these claims, the nature or extent of any CPSC or other remedial actions, if any, that the Company's subsidiary may need to undertake with respect to motors that remain in the field, or the costs that may be incurred, some of which could be significant.
The Company is, from time to time, party to litigation and other legal or regulatory proceedings that arise in the normal course of its business operations and the outcomes of which are subject to significant uncertainty, including product warranty and liability claims, contract disputes and environmental, asbestos, intellectual property, employment and other litigation matters. The Company's products are used in a variety of industrial, commercial and residential applications that subject the Company to claims that the use of its products is alleged to have resulted in injury or other damage. Many of these matters will only be resolved when one or more future events occur or fail to occur. Management conducts regular reviews, including updates from legal counsel, to assess the need for accounting recognition or disclosure of these contingencies, and such assessment inherently involves an exercise in judgment. The Company accrues for exposures in amounts that it believes are adequate, and the Company does not believe that the outcome of any such lawsuit individually or collectively will have a material effect on the Company's financial position, results of operations or cash flows.
The Company recognizes the cost associated with its standard warranty on its products at the time of sale. The amount recognized is based on historical experience. The following is a reconciliation of the changes in accrued warranty costs for fiscal 2019 and fiscal 2018 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
December 28, 2019
|
|
December 29, 2018
|
Beginning Balance
|
|
$
|
14.8
|
|
|
$
|
16.0
|
|
Less: Payments
|
|
14.5
|
|
|
20.1
|
|
Provisions
|
|
15.2
|
|
|
20.2
|
|
Acquisitions
|
|
—
|
|
|
0.3
|
|
Held for Sale
|
|
(0.4
|
)
|
|
(1.4
|
)
|
Translation Adjustments
|
|
—
|
|
|
(0.2
|
)
|
Ending Balance
|
|
$
|
15.1
|
|
|
$
|
14.8
|
|
These liabilities are included in Other Accrued Expenses and Other Noncurrent Liabilities on the Consolidated Balance Sheets.
(13) Derivative Financial Instruments
The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments are commodity price risk, currency exchange risk, and interest rate risk. Forward contracts on certain commodities are entered into to manage the price risk associated with forecasted purchases of materials used in the Company's manufacturing process. Forward contracts on certain currencies are entered into to manage forecasted cash flows in certain foreign currencies. Interest rate swaps are utilized to manage interest rate risk associated with the Company's floating rate borrowings.
The Company is exposed to credit losses in the event of non-performance by the counterparties to various financial agreements, including its commodity hedging transactions, foreign currency exchange contracts and interest rate swap agreements. Exposure to counterparty credit risk is managed by limiting counterparties to major international banks and financial institutions meeting established credit guidelines and continually monitoring their compliance with the credit guidelines. The Company does not obtain collateral or other security to support financial instruments subject to credit risk. The Company does not anticipate non-performance by its counterparties, but cannot provide assurances.
The Company recognizes all derivative instruments as either assets or liabilities at fair value in the Consolidated Balance Sheets. The Company designates commodity forward contracts as cash flow hedges of forecasted purchases of commodities, currency forward contracts as cash flow hedges of forecasted foreign currency cash flows and interest rate swaps as cash flow hedges of forecasted LIBOR-based interest payments. There were no significant collateral deposits on derivative financial instruments as of December 28, 2019 or December 29, 2018.
Cash flow hedges
For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or changes in market value of derivatives not designated as hedges are recognized in current earnings.
As of December 28, 2019 and December 29, 2018, the Company had $1.3 million and $(2.1) million, net of tax, of derivative gains (losses) on closed hedge instruments in AOCI that will be realized in earnings when the hedged items impact earnings.
As of December 28, 2019, the Company had the following commodity forward contracts outstanding (with maturities extending through April 2021) to hedge forecasted purchases of commodities (notional amounts expressed in terms of the dollar value of the hedged item (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
|
|
Copper
|
|
$
|
49.3
|
|
|
$
|
95.4
|
|
Aluminum
|
|
3.4
|
|
|
10.0
|
|
As of December 28, 2019, the Company had the following currency forward contracts outstanding (with maturities extending through July 2021) to hedge forecasted foreign currency cash flows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
|
|
Mexican Peso
|
|
$
|
160.2
|
|
|
$
|
182.3
|
|
Chinese Renminbi
|
|
104.6
|
|
|
125.5
|
|
Indian Rupee
|
|
36.7
|
|
|
44.0
|
|
Euro
|
|
127.0
|
|
|
225.7
|
|
Canadian Dollar
|
|
9.4
|
|
|
11.4
|
|
Australian Dollar
|
|
11.4
|
|
|
13.2
|
|
Thai Baht
|
|
5.7
|
|
|
6.7
|
|
Swedish Krona
|
|
2.4
|
|
|
—
|
|
British Pound
|
|
15.4
|
|
|
15.3
|
|
As of December 28, 2019, the total notional amount of the Company's receive-variable/pay-fixed interest rate swap was $88.4 million with a maturity of April 12, 2022.
Fair values of derivative instruments as of December 28, 2019 and December 29, 2018 were (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 28, 2019
|
|
|
Prepaid Expenses and Other Current Assets
|
|
Other Noncurrent Assets
|
|
Current Hedging Obligations
|
|
Noncurrent Hedging Obligations
|
Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
Interest Rate Swap Contracts
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
Currency Contracts
|
|
8.8
|
|
|
10.3
|
|
|
3.0
|
|
|
0.2
|
|
Commodity Contracts
|
|
2.6
|
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
Currency Contracts
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
Commodity Contracts
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
Total Derivatives
|
|
$
|
11.5
|
|
|
$
|
10.4
|
|
|
$
|
3.4
|
|
|
$
|
1.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 29, 2018
|
|
|
Prepaid Expenses and Other Current Assets
|
|
Other Noncurrent Assets
|
|
Current Hedging Obligations
|
|
Noncurrent Hedging Obligations
|
Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
Currency Contracts
|
|
$
|
6.0
|
|
|
$
|
7.2
|
|
|
$
|
4.3
|
|
|
$
|
1.1
|
|
Commodity Contracts
|
|
0.1
|
|
|
—
|
|
|
6.0
|
|
|
0.1
|
|
Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
Currency Contracts
|
|
0.6
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
Commodity Contracts
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
Total Derivatives
|
|
$
|
6.7
|
|
|
$
|
7.2
|
|
|
$
|
11.3
|
|
|
$
|
1.2
|
|
As of December 29, 2018, the Company's interest rate swap had an immaterial balance and is not presented in the fair value amounts above.
Derivatives Designated as Cash Flow Hedging Instruments
The effect of derivative instruments designated as cash flow hedges on the Consolidated Statements of Income and Consolidated Statements of Comprehensive Income for fiscal years 2019, 2018 and 2017 were (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2019
|
|
|
|
|
|
|
Interest
|
|
|
|
|
Commodity
|
|
Currency
|
|
Rate
|
|
|
|
|
Forwards
|
|
Forwards
|
|
Swaps
|
|
Total
|
Gain Recognized in Other Comprehensive Income
|
|
$
|
1.5
|
|
|
$
|
16.5
|
|
|
$
|
1.3
|
|
|
$
|
19.3
|
|
Amounts Reclassified from Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
Gain Recognized in Net Sales
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
Gain (Loss) Recognized in Cost of Sales
|
|
(7.7
|
)
|
|
4.2
|
|
|
—
|
|
|
(3.5
|
)
|
Gain Recognized in Operating Expense
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
Gain Recognized in Interest Expense
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|
2.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2018
|
|
|
|
|
|
|
Interest
|
|
|
|
|
Commodity
|
|
Currency
|
|
Rate
|
|
|
|
|
Forwards
|
|
Forwards
|
|
Swaps
|
|
Total
|
Gain (Loss) Recognized in Other Comprehensive Loss
|
|
$
|
(17.9
|
)
|
|
$
|
11.0
|
|
|
$
|
1.7
|
|
|
$
|
(5.2
|
)
|
Amounts Reclassified from Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
Gain Recognized in Net Sales
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
Gain Recognized in Cost of Sales
|
|
5.0
|
|
|
2.9
|
|
|
—
|
|
|
7.9
|
|
Gain Recognized in Operating Expense
|
|
—
|
|
|
6.1
|
|
|
—
|
|
|
6.1
|
|
Gain Recognized in Interest Expense
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2017
|
|
|
|
|
|
|
Interest
|
|
|
|
|
Commodity
|
|
Currency
|
|
Rate
|
|
|
|
|
Forwards
|
|
Forwards
|
|
Swaps
|
|
Total
|
Gain Recognized in Other Comprehensive Loss
|
|
$
|
21.7
|
|
|
$
|
46.3
|
|
|
$
|
0.5
|
|
|
$
|
68.5
|
|
Amounts Reclassified from Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
Gain Recognized in Net Sales
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
Gain (Loss) Recognized in Cost of Sales
|
|
12.2
|
|
|
(22.1
|
)
|
|
—
|
|
|
(9.9
|
)
|
Loss Recognized in Interest Expense
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
(2.8
|
)
|
The ineffective portion of hedging instruments recognized was immaterial for all periods presented.
Derivatives Not Designated as Cash Flow Hedging Instruments
The effect of derivative instruments not designated as cash flow hedges on the Consolidated Statements of Income for fiscal years 2019, 2018 and 2017 were (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2019
|
|
|
|
|
Commodity Forwards
|
|
Currency Forwards
|
|
Total
|
Gain Recognized in Cost of Sales
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Loss Recognized in Operating Expenses
|
|
—
|
|
|
(1.1
|
)
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2018
|
|
|
|
|
Commodity Forwards
|
|
Currency Forwards
|
|
Total
|
Loss Recognized in Cost of Sales
|
|
$
|
(0.5
|
)
|
|
$
|
—
|
|
|
$
|
(0.5
|
)
|
Loss Recognized in Operating Expenses
|
|
—
|
|
|
(6.8
|
)
|
|
(6.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2017
|
|
|
|
|
Commodity Forwards
|
|
Currency Forwards
|
|
Total
|
Loss Recognized in Cost of Sales
|
|
|
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
|
$
|
(1.1
|
)
|
Gain Recognized in Operating Expenses
|
|
—
|
|
|
14.3
|
|
|
14.3
|
|
The net AOCI balance related to hedging activities of a $8.0 million gain as of December 28, 2019 includes $6.2 million of net deferred gains expected to be reclassified to the Consolidated Statement of Comprehensive Income in the next twelve months. There were no gains or losses reclassified from AOCI to earnings based on the probability that the forecasted transaction would not occur.
The Company's commodity and currency derivative contracts are subject to master netting agreements with the respective counterparties which allow the Company to net settle transactions with a single net amount payable by one party to another party. The Company has elected to present the derivative assets and derivative liabilities on the Consolidated Balance Sheets on a gross basis for the periods ended December 28, 2019 and December 29, 2018.
The following table presents the derivative assets and derivative liabilities presented on a net basis under enforceable master netting agreements (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 28, 2019
|
|
|
Gross Amounts as Presented in the Consolidated Balance Sheet
|
|
Derivative Contract Amounts Subject to Right of Offset
|
|
Derivative Contracts as Presented on a Net Basis
|
Prepaid Expenses and Other Current Assets:
|
|
|
|
|
|
|
Derivative Currency Contracts
|
|
$
|
8.9
|
|
|
$
|
(2.5
|
)
|
|
$
|
6.4
|
|
Derivative Commodity Contracts
|
|
2.6
|
|
|
(0.3
|
)
|
|
2.3
|
|
Other Noncurrent Assets:
|
|
|
|
|
|
|
Derivative Currency Contracts
|
|
10.3
|
|
|
(0.1
|
)
|
|
10.2
|
|
Derivative Commodity Contracts
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
Current Hedging Obligations:
|
|
|
|
|
|
|
Derivative Currency Contracts
|
|
3.1
|
|
|
(2.5
|
)
|
|
0.6
|
|
Derivative Commodity Contracts
|
|
0.3
|
|
|
(0.3
|
)
|
|
—
|
|
Noncurrent Hedging Obligations:
|
|
|
|
|
|
|
Derivative Currency Contracts
|
|
0.2
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 29, 2018
|
|
|
Gross Amounts as Presented in the Consolidated Balance Sheet
|
|
Derivative Contract Amounts Subject to Right of Offset
|
|
Derivative Contracts as Presented on a Net Basis
|
Prepaid Expenses and Other Current Assets:
|
|
|
|
|
|
|
Derivative Currency Contracts
|
|
$
|
6.6
|
|
|
$
|
(3.6
|
)
|
|
$
|
3.0
|
|
Derivative Commodity Contracts
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
Other Noncurrent Assets:
|
|
|
|
|
|
|
Derivative Currency Contracts
|
|
7.2
|
|
|
(0.6
|
)
|
|
6.6
|
|
Current Hedging Obligations:
|
|
|
|
|
|
|
Derivative Currency Contracts
|
|
5.0
|
|
|
(3.6
|
)
|
|
1.4
|
|
Derivative Commodity Contracts
|
|
6.3
|
|
|
(0.1
|
)
|
|
6.2
|
|
Noncurrent Hedging Obligations:
|
|
|
|
|
|
|
Derivative Currency Contracts
|
|
1.1
|
|
|
(0.6
|
)
|
|
0.5
|
|
Derivative Commodity Contracts
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
(14) Fair Value
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy:
|
|
|
|
|
|
|
|
Level 1
|
Unadjusted quoted prices in active markets for identical assets or liabilities
|
Level 2
|
Unadjusted quoted prices in active markets for similar assets or liabilities, or
|
|
Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
|
|
Inputs other than quoted prices that are observable for the asset or liability
|
Level 3
|
Unobservable inputs for the asset or liability
|
The Company uses the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 28, 2019 and December 29, 2018, respectively (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
December 28, 2019
|
|
December 29, 2018
|
|
|
|
|
|
Classification
|
Assets:
|
|
|
|
|
|
Prepaid Expenses and Other Current Assets:
|
|
|
|
|
|
Derivative Currency Contracts
|
$
|
8.9
|
|
|
$
|
6.6
|
|
|
Level 2
|
Derivative Commodity Contracts
|
2.6
|
|
|
0.1
|
|
|
Level 2
|
Other Noncurrent Assets:
|
|
|
|
|
|
Assets Held in Rabbi Trust
|
6.1
|
|
|
5.6
|
|
|
Level 1
|
Derivative Currency Contracts
|
10.3
|
|
|
7.2
|
|
|
Level 2
|
Derivative Commodity Contracts
|
0.1
|
|
|
—
|
|
|
Level 2
|
Liabilities:
|
|
|
|
|
|
Current Hedging Obligations:
|
|
|
|
|
|
Derivative Currency Contracts
|
3.1
|
|
|
5.0
|
|
|
Level 2
|
Derivative Commodity Contracts
|
0.3
|
|
|
6.3
|
|
|
Level 2
|
Noncurrent Hedging Obligations:
|
|
|
|
|
|
Interest Rate Swap
|
1.0
|
|
|
—
|
|
|
Level 2
|
Derivative Currency Contracts
|
0.2
|
|
|
1.1
|
|
|
Level 2
|
Derivative Commodity Contracts
|
—
|
|
|
0.1
|
|
|
Level 2
|
Level 1 fair value measurements for assets held in a Rabbi Trust are unadjusted quoted prices.
Level 2 fair value measurements for derivative assets and liabilities are measured using quoted prices in active markets for similar assets and liabilities. Interest rate swaps are valued based on the discounted cash flows using the LIBOR forward yield curve for an instrument with similar contractual terms. Foreign currency forwards are valued based on exchange rates quoted by domestic and foreign banks for similar instruments. Commodity forwards are valued based on observable market transactions of forward commodity prices.
The Company did not change its valuation techniques during fiscal 2019.
(15) Restructuring Activities
The Company incurred restructuring and restructuring-related costs on projects during fiscal 2019, 2018 and 2017. Restructuring costs include associate termination and plant relocation costs. Restructuring-related costs include costs directly associated with actions resulting from the Company's Simplification initiatives, such as asset write-downs or accelerated depreciation due to shortened useful lives in connection with site closures, discretionary employment benefit costs and other facility rationalization costs. Restructuring costs for associate termination expenses are generally required to be accrued over the associate remaining service period while restructuring costs for plant relocation costs and restructuring-related costs are generally required to be expensed as incurred.
The following is a reconciliation of provisions and payments for the restructuring projects for fiscal 2019 and fiscal 2018 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
December 28, 2019
|
|
December 29, 2018
|
Beginning Balance
|
|
$
|
0.2
|
|
|
$
|
1.2
|
|
Provision
|
|
21.6
|
|
|
7.7
|
|
Less: Payments
|
|
20.9
|
|
|
8.7
|
|
Ending Balance
|
|
$
|
0.9
|
|
|
$
|
0.2
|
|
The following is a reconciliation of expenses by type for the restructuring projects in fiscal years 2019, 2018 and 2017 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Restructuring Costs:
|
Cost of Sales
|
Operating Expenses
|
Total
|
|
Cost of Sales
|
Operating Expenses
|
Total
|
|
Cost of Sales
|
Operating Expenses
|
Total
|
Associate Termination Expenses
|
$
|
5.7
|
|
$
|
6.5
|
|
$
|
12.2
|
|
|
$
|
—
|
|
$
|
0.3
|
|
$
|
0.3
|
|
|
$
|
2.6
|
|
$
|
1.7
|
|
$
|
4.3
|
|
Facility Related Costs
|
5.0
|
|
4.4
|
|
9.4
|
|
|
2.3
|
|
3.4
|
|
5.7
|
|
|
4.3
|
|
0.9
|
|
5.2
|
|
Other Expenses
|
—
|
|
—
|
|
—
|
|
|
0.8
|
|
0.8
|
|
1.6
|
|
|
3.9
|
|
—
|
|
3.9
|
|
Total Restructuring Costs
|
$
|
10.7
|
|
$
|
10.9
|
|
$
|
21.6
|
|
|
$
|
3.1
|
|
$
|
4.5
|
|
$
|
7.6
|
|
|
$
|
10.8
|
|
$
|
2.6
|
|
$
|
13.4
|
|
Restructuring-Related Costs:
|
|
|
|
|
|
|
|
|
|
|
|
Other Employment Benefit Expenses
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
0.1
|
|
$
|
—
|
|
$
|
0.1
|
|
|
$
|
0.7
|
|
$
|
—
|
|
$
|
0.7
|
|
Total Restructuring-Related Costs
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
0.1
|
|
$
|
—
|
|
$
|
0.1
|
|
|
$
|
0.7
|
|
$
|
—
|
|
$
|
0.7
|
|
Total Restructuring and Restructuring-Related Costs
|
$
|
10.7
|
|
$
|
10.9
|
|
$
|
21.6
|
|
|
$
|
3.2
|
|
$
|
4.5
|
|
$
|
7.7
|
|
|
$
|
11.5
|
|
$
|
2.6
|
|
$
|
14.1
|
|
The following table shows the allocation of Restructuring Expenses by segment for fiscal years 2019, 2018 and 2017 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Commercial Systems
|
|
Industrial Systems
|
|
Climate Solutions
|
|
Power Transmission Solutions
|
Restructuring Expenses - 2019
|
$
|
21.6
|
|
|
$
|
9.5
|
|
|
$
|
7.2
|
|
|
$
|
2.2
|
|
|
$
|
2.7
|
|
Restructuring Expenses - 2018
|
$
|
7.7
|
|
|
$
|
2.9
|
|
|
$
|
2.7
|
|
|
$
|
1.8
|
|
|
$
|
0.3
|
|
Restructuring Expenses - 2017
|
$
|
14.1
|
|
|
$
|
7.8
|
|
|
$
|
3.1
|
|
|
$
|
2.5
|
|
|
$
|
0.7
|
|
The Company's current restructuring activities are expected to continue into fiscal 2020. The Company expects to record aggregate future charges of approximately $27.2 million related to announced projects as of year-end fiscal 2019, which includes $14.4 million of associate termination expenses and $12.8 million of facility related and other costs.
(16) Subsequent Events
The Company has evaluated subsequent events since December 28, 2019, the date of these financial statements. There were no material events or transactions discovered during this evaluation that requires recognition or disclosure in the financial statements.