Special Charges/Recoveries | 9 Months Ended |
Sep. 28, 2014 |
Restructuring and Related Activities [Abstract] | ' |
Special Charges/Recoveries | ' |
Special Charges / Recoveries |
|
Background |
|
During the third quarter of 2012, we announced restructuring actions in the Energy and Aerospace & Defense segments including actions to consolidate facilities, shift expenses to lower cost regions, and restructuring some non-strategic product lines ("2012 Announced Restructuring"). |
|
On July 12, 2013 we reached a settlement on the SF Valves arbitration ("SF Settlement") and have received a refund of a portion of the purchase price which resulted in a gain of approximately $3.2 million during the third quarter of 2013. This gain was recorded as a special recovery during the third quarter of 2013. |
|
On August 1, 2013 and October 31, 2013, we announced restructuring actions associated with our Energy and Aerospace & Defense segments under which we have simplified the manner in which we manage our businesses ("2013 Announced Restructuring"). Under these restructurings, we consolidated facilities, shifted expenses to lower cost regions, restructured certain non-strategic product lines, and also consolidated our group structure from three groups to two, reducing management layers and administrative expenses. |
|
During the third quarter of 2013 we announced that our then Chief Financial Officer would be retiring and recorded a $0.6 million ("CFO retirement") special charge for associated salary continuation and bonus. |
|
On January 24, 2014, we reached a settlement on the T.M.W. Corporation ("TMW") arbitration where it was agreed that TMW would waive all rights to amounts due from us under a contingent consideration promissory note established at the time of acquisition, resulting in a special gain of approximately $2.2 million during the first quarter of 2014. See our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on April 22, 2014 for additional information. |
|
On March 28, 2014, we entered into a settlement agreement for $1.5 million with Watts Water Technologies, Inc. Accordingly, we recorded a $0.3 million special charge in the quarter, net of amounts previously accrued. See our Quarterly Report on Form 10-Q filed with the SEC on April 22, 2014 for additional information. |
On April 22, 2014, we announced additional restructuring actions ("2014 Announced Restructurings"), under which we are continuing to simplify our businesses. Under this restructuring, we are reducing certain general and administrative expenses and closing or consolidating a number of smaller facilities. The savings from these restructuring actions will be utilized for growth investments. |
|
During the second and third quarters of 2014, in connection with the restructuring of certain structured landing gear product lines, we recorded inventory related charges of $5.1 million and $2.9 million, respectively, within the Aerospace & Defense segment. These restructuring related inventory charges were included as cost of revenues. See further explanation in Item 2 of Management's Discussion and Analysis of Financial Condition and Results of Operations. |
|
2014 Quarter-to-Date and Year-to-Date |
|
During the three months ended September 28, 2014, we recorded $0.5 million of net special charges associated with the 2014 Announced Restructuring action. |
|
During the nine months ended September 28, 2014, we recorded $1.1 million of net special charges associated with the 2013 Announced Restructuring, $0.3 million of special charges associated with the Watts legal settlement, a $2.2 million gain associated with the TMW settlement, and $1.5 million of net special charges associated with the 2014 Announced Restructurings. |
|
The following tables summarizes our 2014 QTD and YTD special charges or recoveries by expense type and business segment (in thousands): |
|
| | | | | | | | | | | | | | | |
| Special Charges / (Recoveries) |
| As of and for the three months ended September 28, 2014 |
| Energy | | Aerospace & Defense | | Corporate | | Total |
Accrued special charges as of June 29, 2014 | | | | | | | $ | 2,095 | |
|
Facility and professional fee related expenses | 8 | | | — | | | — | | | 8 | |
|
Employee related expenses | 367 | | | 75 | | | 28 | | | 470 | |
|
Total special and restructuring charges | $ | 375 | | | $ | 75 | | | $ | 28 | | | $ | 478 | |
|
Special charges paid | | | | | | | (901 | ) |
Accrued special charges as of September 28, 2014 | | | | | | | $ | 1,672 | |
|
| | | | | | | |
| Special Charges / (Recoveries) |
| As of and for the nine months ended September 28, 2014 |
| Energy | | Aerospace & Defense | | Corporate | | Total |
Accrued special charges as of December 31, 2013 | | | | | | | $ | 4,180 | |
|
Facility and professional fee related expenses | 432 | | | 93 | | | — | | | 525 | |
|
Employee related expenses | 1,140 | | | 539 | | | 317 | | | 1,996 | |
|
Total special and restructuring charges | $ | 1,572 | | | $ | 632 | | | $ | 317 | | | $ | 2,521 | |
|
Watts settlement | — | | | — | | | 300 | | | 300 | |
|
TMW settlement special gain | — | | | (2,243 | ) | | — | | | (2,243 | ) |
|
Total special charges (recoveries) | $ | 1,572 | | | $ | (1,611 | ) | | $ | 617 | | | $ | 578 | |
|
Special charges paid | | | | | | | (3,086 | ) |
Accrued special charges as of September 28, 2014 | | | | | | | $ | 1,672 | |
|
|
In addition, during the second and third quarters of 2014, we performed an ASC 360, Plant, Property, and Equipment, impairment analyses for our Aerospace & Defense related California operations. No asset impairment charges were required as the fair value of the California operations exceeded the carrying value. |
|
2013 Quarter-to-Date and Year-to-Date |
|
During the three and nine months ended September 29, 2013, we recovered $0.2 million and incurred $3.4 million, respectively, of Special Charges, net associated with the 2012 Announced Restructuring actions, 2013 Announced Restructuring actions, CFO Retirement, and SF Settlement. |
|
The following table summarizes our 2013 QTD and YTD special charges by expense type and business segment (in thousands): |
|
|
| | | | | | | | | | | | | | | |
| Special Charges / (Recoveries) |
| As of and for the three months ended September 29, 2013 |
| Energy | | Aerospace & Defense | | Corporate | | Total |
Accrued special charges as of June 30, 2013 | | | | | | | $ | 592 | |
|
Facility and professional fee related expenses | 536 | | | 800 | | | — | | | 1,336 | |
|
Employee related expenses | 688 | | | 337 | | | — | | | 1,025 | |
|
CFO retirement charges | — | | | — | | | 600 | | | 600 | |
|
Total special and restructuring charges | $ | 1,224 | | | $ | 1,137 | | | $ | 600 | | | $ | 2,961 | |
|
Special charges paid | | | | | | | (1,650 | ) |
Accrued special charges as of September 29, 2013 | | | | | | | $ | 1,903 | |
|
| | | | | | | |
Total special and restructuring charges | 1,224 | | | 1,137 | | | 600 | | | 2,961 | |
|
SF Settlement special recovery | (3,151 | ) | | — | | | — | | | (3,151 | ) |
|
Special Charges / (Recoveries), net | $ | (1,927 | ) | | $ | 1,137 | | | $ | 600 | | | $ | (190 | ) |
|
| | | | | | | |
| Special Charges / (Recoveries) |
| As of and for the nine months ended September 29, 2013 |
| Energy | | Aerospace & Defense | | Corporate | | Total |
Accrued special charges as of December 31, 2012 | | | | | | | $ | 800 | |
|
Facility and professional fee related expenses | 1,374 | | | 2,638 | | | — | | | 4,012 | |
|
Employee related expenses | 1,071 | | | 910 | | | — | | | 1,981 | |
|
CFO retirement charges | — | | | — | | | 600 | | | 600 | |
|
Total special and restructuring charges | $ | 2,445 | | | $ | 3,548 | | | $ | 600 | | | $ | 6,593 | |
|
Special charges paid | | | | | | | (5,490 | ) |
Accrued special charges as of September 29, 2013 | | | | | | | $ | 1,903 | |
|
| | | | | | | |
Total special and restructuring charges | 2,445 | | | 3,548 | | | 600 | | | 6,593 | |
|
SF Settlement special recovery | (3,152 | ) | | — | | | — | | | (3,152 | ) |
|
Special Charges / (Recoveries), net | (707 | ) | | 3,548 | | | 600 | | | 3,441 | |
|
|
Inception to Date |
The following table summarizes our 2012 Announced Restructuring related special charges incurred from the end of the third quarter of 2012 through December 31, 2013. Charges with this action began in the third quarter of 2012 and were finalized in the fourth quarter of 2013. We do not anticipate any additional special charges to be incurred associated with the 2012 Announced Restructuring actions. |
|
| | | | | | | | | | | | | | | |
| 2012 Announced Restructuring Charges as of |
28-Sep-14 |
| Energy | | Aerospace & Defense | | Corporate | | Total |
Facility and professional fee related expenses - incurred to date | 2,270 | | | 2,854 | | | — | | | 5,124 | |
|
Employee related expenses - incurred to date | 1,085 | | | 968 | | | — | | | 2,053 | |
|
Total restructuring related special charges - incurred to date | $ | 3,355 | | | $ | 3,822 | | | $ | — | | | $ | 7,177 | |
|
The following table summarizes our 2013 Announced Restructuring related special charges incurred from the third quarter of 2013 through June 29, 2014. Charges with this action were finalized in the second quarter of 2014. We do not anticipate any additional special charges to be incurred associated with the 2013 Announced Restructuring actions. |
|
| | | | | | | | | | | | | | | |
| 2013 Announced Restructuring Charges as of |
28-Sep-14 |
| Energy | | Aerospace & Defense | | Corporate | | Total |
Facility and professional fee related expenses - incurred to date | 2,117 | | | 473 | | | — | | | 2,590 | |
|
Employee related expenses - incurred to date | 2,945 | | | 1,519 | | | — | | | 4,464 | |
|
Total restructuring related special charges - incurred to date | $ | 5,062 | | | $ | 1,992 | | | $ | — | | | $ | 7,054 | |
|
The following table summarizes our 2014 Announced Restructuring related special charges incurred from the second quarter of 2014 through September 28, 2014: |
|
| | | | | | | | | | | | | | | |
| 2014 Announced Restructuring Charges / (Recoveries) as of |
28-Sep-14 |
| Energy | | Aerospace & Defense | | Corporate | | Total |
Facility and professional fee related expenses - incurred to date | (85 | ) | | 9 | | | — | | | (76 | ) |
|
Employee related expenses - incurred to date | 683 | | | 524 | | | 317 | | | 1,524 | |
|
Total restructuring related special charges - incurred to date | $ | 598 | | | $ | 533 | | | $ | 317 | | | $ | 1,448 | |
|
Additional special charges that we expect to be recorded with the 2014 announced restructuring action are included in the future projection below. |
Future Projection |
We expect to incur additional related special charges between $3.0 million and $3.3 million that are primarily facility and employee related during the remainder of 2014 (between $0.9 million and $1.1 million for the Energy segment and between $2.1 million and $2.2 million for the Aerospace & Defense segment to complete these 2014 restructuring actions. These restructuring activities are expected to be funded with cash generated from operations. |