Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2017shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | GARDNER DENVER HOLDINGS, INC. |
Entity Central Index Key | 1,699,150 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 195,954,248 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q2 |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2017 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract] | ||||
Revenues | $ 579.1 | $ 462 | $ 1,060.8 | $ 899 |
Cost of sales | 363.2 | 290.5 | 670.3 | 568.7 |
Gross Profit | 215.9 | 171.5 | 390.5 | 330.3 |
Selling and administrative expenses | 125.6 | 106.4 | 228.1 | 209.4 |
Amortization of intangible assets | 30.5 | 30.5 | 58.1 | 60.1 |
Impairment of other intangible assets | 0 | 1.5 | 0 | 1.5 |
Other operating expense, net | 161.4 | 7.1 | 169.3 | 13.7 |
Operating (Loss) Income | (101.6) | 26 | (65) | 45.6 |
Interest expense | 39.5 | 42.7 | 85.3 | 85.8 |
Loss on extinguishment of debt | 50.4 | 0 | 50.4 | 0 |
Other income, net | (1.3) | (1.7) | (1.9) | (2.1) |
Loss Before Income Taxes | (190.2) | (15) | (198.8) | (38.1) |
Benefit for income taxes | (43.9) | (10.9) | (45.6) | (24.1) |
Net Loss | (146.3) | (4.1) | (153.2) | (14) |
Less: Net (loss) income attributable to noncontrolling interests | 0 | (0.2) | 0.1 | (0.5) |
Net Loss Attributable to Gardner Denver Holdings, Inc. | $ (146.3) | $ (3.9) | $ (153.3) | $ (13.5) |
Basic and diluted loss per share (in dollars per share) | $ (0.83) | $ (0.03) | $ (0.94) | $ (0.09) |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |||
Comprehensive Loss Attributable to Gardner Denver Holdings, Inc. | ||||||
Net loss attributable to Gardner Denver Holdings, Inc. | $ (146.3) | $ (3.9) | $ (153.3) | $ (13.5) | ||
Other comprehensive income (loss), net of tax: | ||||||
Foreign currency translation adjustments, net | 64.2 | (36.8) | 89.9 | 5.2 | ||
Foreign currency (losses) gains, net | (25.6) | 13.1 | (29.4) | (5.7) | ||
Unrecognized (losses) gains on cash flow hedges, net | (1.5) | (4.1) | 1.5 | (14.7) | ||
Pension and other postretirement prior service cost and gain or loss, net | (1.5) | 3.7 | (1.3) | 4.8 | ||
Total other comprehensive income (loss), net of tax | 35.6 | (24.1) | 60.7 | [1] | (10.4) | [1] |
Comprehensive loss attributable to Gardner Denver Holdings, Inc. | (110.7) | (28) | (92.6) | (23.9) | ||
Comprehensive Loss Attributable to Noncontrolling Interests | ||||||
Net (loss) income attributable to noncontrolling interests | 0 | (0.2) | 0.1 | (0.5) | ||
Other comprehensive (loss) income, net of tax: | ||||||
Foreign currency translation adjustments, net | 0 | (0.4) | 0 | 0.4 | ||
Total other comprehensive (loss) income, net of tax | 0 | (0.4) | 0 | 0.4 | ||
Comprehensive (loss) income attributable to noncontrolling interests | 0 | (0.6) | 0.1 | (0.1) | ||
Total Comprehensive Loss | $ (110.7) | $ (28.6) | $ (92.5) | $ (24) | ||
[1] | All amounts are net of tax. Amounts in parentheses indicate debits. |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 245.7 | $ 255.8 |
Accounts receivable, net of allowance for doubtful accounts of $19.7 and $18.7, respectively | 475.2 | 441.6 |
Inventories | 485.8 | 443.9 |
Other current assets | 59.8 | 47.2 |
Total current assets | 1,266.5 | 1,188.5 |
Property, plant and equipment, net of accumulated depreciation of $172.9 and $146.1, respectively | 356.2 | 358.4 |
Goodwill | 1,200.1 | 1,154.7 |
Other intangible assets, net | 1,459.8 | 1,469.9 |
Deferred tax assets | 0.9 | 1.4 |
Other assets | 139.4 | 143.1 |
Total assets | 4,422.9 | 4,316 |
Current liabilities: | ||
Short-term borrowings and current maturities of long-term debt | 5.9 | 24.5 |
Accounts payable | 246.4 | 214.9 |
Accrued liabilities | 248.4 | 258.5 |
Total current liabilities | 500.7 | 497.9 |
Long-term debt, less current maturities | 1,976.6 | 2,753.8 |
Pensions and other postretirement benefits | 129.5 | 122.7 |
Deferred income taxes | 420.2 | 487.6 |
Other liabilities | 186.9 | 182.2 |
Total liabilities | 3,213.9 | 4,044.2 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 198,074,360 and 150,552,360 shares issued at June 30, 2017 and December 31, 2016, respectively | 2 | 1.5 |
Capital in excess of par value | 2,260.2 | 1,222.4 |
Accumulated deficit | (749.5) | (596.2) |
Accumulated other comprehensive loss | (281.7) | (342.4) |
Treasury stock at cost; 2,120,112 and 1,897,454 shares at June 30, 2017 and December 31, 2016, respectively | (22) | (19.4) |
Total Gardner Denver Holdings, Inc. stockholders' equity | 1,209 | 265.9 |
Noncontrolling interests | 0 | 5.9 |
Total stockholders' equity | 1,209 | 271.8 |
Total liabilities and stockholders' equity | $ 4,422.9 | $ 4,316 |
CONDENSED CONSOLIDATED BALANCE5
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 19.7 | $ 18.7 |
Property, plant and equipment, accumulated depreciation | $ 172.9 | $ 146.1 |
Stockholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 198,074,360 | 150,552,360 |
Treasury stock (in shares) | 2,120,112 | 1,897,454 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | ||
Cash Flows From Operating Activities: | |||
Net loss | $ (153.2) | $ (14) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Amortization of intangible assets | 58.1 | 60.1 | |
Depreciation in cost of sales | 21.3 | 20.2 | |
Depreciation in selling and administrative expenses | 4.1 | 3.7 | |
Impairment of other intangible assets | 0 | 1.5 | |
Stock-based compensation expense | [1] | 156.2 | 0 |
Foreign currency transaction losses (gains), net | 4.7 | (3) | |
Net loss (gain) on asset dispositions | 2.5 | (0.1) | |
Loss on extinguishment of debt | 50.4 | 0 | |
Deferred income taxes | (60.1) | (12) | |
Changes in assets and liabilities: | |||
Receivables | (16) | 16.6 | |
Inventories | (21.4) | (17) | |
Accounts payable | 21.8 | 4.3 | |
Accrued liabilities | (37.6) | 12.1 | |
Other assets and liabilities, net | (10.8) | (3.4) | |
Net cash provided by operating activities | 20 | 69 | |
Cash Flows From Investing Activities: | |||
Capital expenditures | (26.8) | (26) | |
Net cash paid in business combinations | (18.8) | 0 | |
Disposals of property, plant and equipment | 5 | 0.2 | |
Net cash used in investing activities | (40.6) | (25.8) | |
Cash Flows From Financing Activities: | |||
Principal payments on long-term debt | (859.4) | (13.9) | |
Premium paid on extinguishment of senior notes | (29.7) | 0 | |
Proceeds from long-term debt | 0 | 1 | |
Proceeds from the issuance of common stock, net of share issuance costs | 897.3 | 2.9 | |
Purchase of treasury stock | (2.6) | (10.6) | |
Purchase of shares from noncontrolling interests | (4.7) | 0 | |
Payments of debt issuance costs | (0.3) | (1.1) | |
Other | 0.2 | (0.8) | |
Net cash provided by (used in) financing activities | 0.8 | (22.5) | |
Effect of exchange rate changes on cash and cash equivalents | 9.7 | (2.6) | |
Net (decrease) increase in cash and cash equivalents | (10.1) | 18.1 | |
Cash and cash equivalents, beginning of period | 255.8 | 228.3 | |
Cash and cash equivalents, end of period | 245.7 | 246.4 | |
Supplemental Cash Flow Information | |||
Cash paid for income taxes | 31.5 | 8.9 | |
Cash paid for interest | 92 | 71 | |
Capital expenditures in accounts payable | 3.6 | 3.2 | |
Expenditures directly related to our initial public offering in accounts payable | $ 3.9 | $ 0 | |
[1] | Represents stock-based compensation expense recognized for stock options outstanding ($61.4 million) and DSUs granted to employees at the date of the initial public offering ($94.8 million) under the 2013 Stock Incentive Plan. |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Millions | Common Stock [Member] | Capital in Excess of Par Value [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] | Gardner Denver Holdings, Inc. Stockholders' Equity [Member] | Noncontrolling Interests [Member] | Total |
Balance at beginning of period at Dec. 31, 2015 | $ 1.5 | $ 1,219.2 | $ (559.6) | $ (265.6) | $ (5.3) | $ 15.3 | ||
Balance at beginning of period (in shares) at Dec. 31, 2015 | 150,247 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued | $ 0 | 0 | ||||||
Common stock issued (in shares) | 0 | |||||||
Common stock issued for management | $ 0 | 2.9 | ||||||
Common stock issued for management (in shares) | 277 | |||||||
Costs related to initial public offering | 0 | |||||||
Stock-based compensation | 0 | |||||||
Exercise of stock options | $ 0 | 0 | ||||||
Exercise of stock options (in shares) | 0 | |||||||
Net income (loss) | (13.5) | (0.5) | $ (14) | |||||
Transfer of noncontrolling interest AOCI to consolidated AOCI | 0 | |||||||
Purchase of noncontrolling interest | 0 | 0 | ||||||
Dividends to minority stockholders | (0.9) | |||||||
Foreign currency translation adjustments, net | 5.2 | 0.4 | 5.2 | |||||
Foreign currency losses, net | (5.7) | (5.7) | ||||||
Unrecognized losses on cash flow hedges, net | (14.7) | (14.7) | ||||||
Pension and other postretirement prior service cost and gain or loss, net | 4.8 | 4.8 | ||||||
Purchases of treasury stock | (10.6) | |||||||
Balance at end of period at Jun. 30, 2016 | $ 1.5 | 1,222.1 | (573.1) | (276) | (15.9) | $ 358.6 | 14.3 | 372.9 |
Balance at end of period (in shares) at Jun. 30, 2016 | 150,524 | |||||||
Balance at beginning of period at Dec. 31, 2016 | $ 1.5 | 1,222.4 | (596.2) | (342.4) | (19.4) | 5.9 | 271.8 | |
Balance at beginning of period (in shares) at Dec. 31, 2016 | 150,552 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued | $ 0.5 | 897.2 | ||||||
Common stock issued (in shares) | 47,495 | |||||||
Common stock issued for management | $ 0 | 0 | ||||||
Common stock issued for management (in shares) | 0 | |||||||
Costs related to initial public offering | (4.3) | |||||||
Stock-based compensation | 142.3 | |||||||
Exercise of stock options | $ 0 | 0.2 | ||||||
Exercise of stock options (in shares) | 27 | |||||||
Net income (loss) | (153.3) | 0.1 | (153.2) | |||||
Transfer of noncontrolling interest AOCI to consolidated AOCI | 1.6 | |||||||
Purchase of noncontrolling interest | 2.4 | (7.6) | ||||||
Dividends to minority stockholders | 0 | |||||||
Foreign currency translation adjustments, net | 89.9 | 0 | 89.9 | |||||
Foreign currency losses, net | (29.4) | (29.4) | ||||||
Unrecognized losses on cash flow hedges, net | 1.5 | 1.5 | ||||||
Pension and other postretirement prior service cost and gain or loss, net | (1.3) | (1.3) | ||||||
Purchases of treasury stock | (2.6) | |||||||
Balance at end of period at Jun. 30, 2017 | $ 2 | $ 2,260.2 | $ (749.5) | $ (281.7) | $ (22) | $ 1,209 | $ 0 | $ 1,209 |
Balance at end of period (in shares) at Jun. 30, 2017 | 198,074 |
Condensed Consolidated Financia
Condensed Consolidated Financial Statements | 6 Months Ended |
Jun. 30, 2017 | |
Condensed Consolidated Financial Statements [Abstract] | |
Condensed Consolidated Financial Statements | Note 1. Condensed Consolidated Financial Statements Basis of Presentation Gardner Denver Holdings, Inc. is a holding company whose operating subsidiaries are Gardner Denver, Inc. (“GDI”) and certain of GDI’s subsidiaries. Gardner Denver, Inc is a diversified, global manufacturer of highly engineered, application-critical flow control products and provider of related aftermarket parts and services. The accompanying consolidated financial statements include the accounts of Gardner Denver Holdings, Inc. and its majority-owned subsidiaries (collectively referred to herein as “Gardner Denver” or the “Company”). The financial information presented as of any date other than December 31, 2016 has been prepared from the books and records of the Company without audit. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for a fair presentation of such financial statements. All intercompany transactions and accounts have been eliminated in consolidation. The Company’s unaudited interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in our prospectus, dated May 11, 2017, filed with the Securities and Exchange Commission (“SEC”) in accordance with Rule 424(b) of the Securities Act of 1933, as amended, on May 15, 2017. The results of operations for the interim periods ended June 30, 2017 are not necessarily indicative of the results to be expected for the full year. The balance sheet at December 31, 2016 has been derived from the Company’s audited financial statements as of that date but does not include all of the information and notes required by GAAP for complete financial statements. The Company’s initial public offering of shares of common stock was completed in May 2017. In connection with the offering, the Company sold a total of 47,495,000 shares of common stock for cash consideration of $20.00 per share ($18.90 per share net of underwriting discounts) and received proceeds of $949.9 million. Expenses for underwriting discounts and commissions related to this offering totaled approximately $52.2 million, resulting in net proceeds of $897.7 million. Additional expenses directly related to the initial public offering of $4.3 million were incurred and recorded as a reduction to the “Capital in excess of par value” line in the Condensed Consolidated Balance Sheets. As of June 30, 2017, $0.4 million has been paid from cash on hand and $3.9 million is recorded to the “Accounts payable” line in the Condensed Consolidated Balance Sheets. After the completion of the initial public offering, affiliates of Kohlberg Kravis Roberts & Co. L.P. continue to control a majority of the voting power of the Company’s common stock. As a result, the Company is considered a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange (“NYSE”). Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | Note 2. Business Combinations Acquisition of LeROI Compressors On June 5, 2017, the Company acquired 100% of the stock of LeROI Compressors (“LeROI”), a leading North American manufacturer of gas compression equipment and solutions for vapor recovery, biogas and other process and industrial applications. The Company acquired all of the assets and assumed certain liabilities of LeROI for total cash consideration of $20.5 million, net of cash acquired. Included in the cash consideration is an indemnity holdback of $2.0 million recorded in “Accrued liabilities” and expected to be paid by the end of 2021. The revenues and operating income of LeROI are included in the Company’s consolidated financial statements from the acquisition date and are included in the Industrials segment. None of the goodwill resulting from this acquisition is deductible for tax purposes. Acquisition of the Non-Controlling Interest in Tamrotor Kompressorit Oy On March 3, 2017, the Company acquired the remaining 49% non-controlling interest of Tamrotor Kompressorit Oy (“Tamrotor”), a distributor of the Company’s Industrials segment air compression products. The Company acquired the remaining interest in Tamrotor for total cash consideration of $5.2 million, consisting entirely of payments to the former shareholders. Included in the cash consideration is a holdback of $0.5 million recorded in “Accrued liabilities” and expected to be paid in 2018. This transaction resulted in an increase to “Capital in excess of par value” of $2.3 million and an increase to “Accumulated other comprehensive loss” of $1.5 million in the Condensed Consolidated Balance Sheets. Acquisition of ILS Innovative Laborsysteme GmbH and Zinsser Analytic GmbH On August 31, 2016, the Company acquired 100% of the stock of ILS Innovative Laborsysteme GmbH (“ILS”) and Zinsser Analytic GmbH (“Zinsser Analytic”). ILS is a leading manufacturer of highly specialized micro-syringes and valves that are used in liquid handling instruments and is a global supplier to the world’s leading laboratory equipment manufacturers, laboratories and laboratory consumables distributors. Zinsser Analytic is an established provider of customized automated liquid handling systems, and also offers consumables products including polyethylene that are used in diagnostic or clinical labs. The Company acquired all of the assets and assumed certain liabilities of ILS and Zinsser Analytic for approximately $18.8 million, net of cash acquired. The revenues and operating income of ILS and Zinsser Analytic are included in the Company’s consolidated financial statements from the acquisition date and are included in the Medical segment. None of the goodwill resulting from this acquisition is deductible for tax purposes. During the first quarter of 2017, an incremental working capital true-up payment was made for approximately $0.3 million. This amount is presented within “Net cash paid in business combinations” in the Condensed Consolidated Statements of Cash Flows. Pro forma information regarding these acquisitions is not considered significant and has not been disclosed. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring [Abstract] | |
Restructuring | Note 3. Restructuring Industrials Restructuring Program During the second quarter of 2016, the Company revised and expanded the Industrials restructuring program announced in the third quarter of 2014. The revised program maintains the focus on rationalizing the European manufacturing footprint of the Industrials segment, including the consolidation of manufacturing and distribution operations in Europe and the relocation of certain production to China. The revised program also includes employee and other actions designed to reduce selling, administrative, and other expenses. The Company expects to generate significant cost savings from these efforts. As of June 30, 2017, $34.7 million has been charged to expense through “Other operating expense, net” in the Condensed Consolidated Statements of Operations, related to the Industrials restructuring program. The Company expects to incur approximately $40 to $45 million in restructuring charges related to the Industrials restructuring program. The Company expects the Industrials restructuring program to conclude in 2017. Energy Restructuring Program In the fourth quarter of 2016, the Company committed to a restructuring program in the Energy segment (“Energy restructuring program”) to rationalize manufacturing facilities and to otherwise reduce operating costs. Actions include employee reductions primarily in North America, Europe and China and the closure of a production facility in North America. The Company expects to generate significant cost savings from these actions. As of June 30, 2017, $5.8 million has been charged to expense through “Other operating expense, net” in the Condensed Consolidated Statements of Operations, related to the Energy restructuring program. The Company expects to incur approximately $6 to $7 million in restructuring charges related to the Energy restructuring program. The Company expects the Energy restructuring program to conclude in 2017. Medical Restructuring Program In the fourth quarter of 2016, the Company committed to a restructuring program in the Medical segment (“Medical restructuring program”) to rationalize manufacturing facilities and to otherwise reduce operating costs. Actions include employee reductions primarily in North America, Europe, and China and the closure of a production facility in North America. The Company expects to generate significant cost savings from these actions. As of June 30, 2017, $4.3 million has been charged to expense through “Other operating expense, net” in the Condensed Consolidated Statements of Operations, related to the Medical restructuring program. The Company expects to incur approximately $5 to $6 million in restructuring charges related to the medical restructuring program. The Company expects the Medical restructuring program to conclude in 2017. The following table summarizes the activity associated with the Company’s restructuring programs by segment for the six month periods ended June 30, 2017 and 2016: Industrials Program Energy Program Medical Program Total Balance at December 31, 2016 $ 11.1 $ 5.6 $ 4.2 $ 20.9 Charged to expense - termination benefits 0.7 (0.6 ) (0.1 ) - Charged to expense - other 1.2 0.7 0.2 2.1 Payments (7.2 ) (3.4 ) (2.0 ) (12.6 ) Other, net 0.6 - 0.2 0.8 Balance at June 30, 2017 $ 6.4 $ 2.3 $ 2.5 $ 11.2 Industrials Program Energy Program Medical Program Total Balance at December 31, 2015 $ 2.0 $ - $ - $ 2.0 Charged to expense - termination benefits 12.0 - - 12.0 Charged to expense - other 0.4 - - 0.4 Payments (3.7 ) - - (3.7 ) Other, net (0.1 ) - - (0.1 ) Balance at June 30, 2016 $ 10.6 $ - $ - $ 10.6 As of June 30, 2017, restructuring reserves of $10.3 million were included in “Accrued liabilities” and restructuring reserves of $0.9 million were included in “Other liabilities” in the Condensed Consolidated Balance Sheets. As of December 31, 2016, restructuring reserves of $20.2 million were included in “Accrued liabilities” and restructuring reserves of $0.7 million were included in “Other liabilities” in the Condensed Consolidated Balance Sheets. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2017 | |
Inventories [Abstract] | |
Inventories | Note 4. Inventories Inventories as of June 30, 2017 and December 31, 2016 consisted of the following: June 30, 2017 December 31, 2016 Raw materials, including parts and subassemblies $ 331.6 $ 312.9 Work-in-process 59.4 45.3 Finished goods 78.9 69.8 469.9 428.0 Excess of LIFO costs over FIFO costs 15.9 15.9 Inventories $ 485.8 $ 443.9 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets | Note 5. Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill attributable to each reportable segment for the six month period ended June 30, 2017 are presented in the table below: Industrials Energy Medical Total Balance as of December 31, 2016 $ 515.8 $ 439.9 $ 199.0 $ 1,154.7 Acquisition 7.9 - - 7.9 Foreign currency translation and other (1) 23.5 9.8 4.2 37.5 Balance as of June 30, 2017 $ 547.2 $ 449.7 $ 203.2 $ 1,200.1 (1) During the six months ended June 30, 2017, the Company recorded an increase in goodwill of $0.4 million as a result of measurement period adjustments in the Medical segment. On June 5, 2017, the Company acquired LeROI Compressors which is included in the Industrials segment. The excess of the purchase price over the estimated fair values of tangible assets, identifiable assets, and assumed liabilities was recorded as goodwill. As of June 30, 2017, the preliminary purchase price allocation resulted in a total of $7.9 million of goodwill. The allocation of the purchase price is preliminary and subject to adjustment based on final fair values of the identified assets acquired and liabilities assumed. At June 30, 2017, goodwill included $563.9 million of accumulated impairment losses within the Energy segment. There were no goodwill impairment charges recorded during the three month or six month periods ended June 30, 2017. Other intangible assets at June 30, 2017 and December 31, 2016 consist of the following: June 30, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Customer lists and relationships $ 1,200.6 $ (410.0 ) $ 1,160.5 $ (345.5 ) Acquired technology 7.7 (2.6 ) 7.1 (2.2 ) Trademarks 29.8 (8.8 ) 27.4 (6.9 ) Backlog 63.3 (63.3 ) 60.3 (60.3 ) Other 43.5 (19.3 ) 36.4 (16.4 ) Unamortized intangible assets: Trademarks 618.9 - 609.5 - Total other intangible assets $ 1,963.8 $ (504.0 ) $ 1,901.2 $ (431.3 ) Amortization of intangible assets for the three and six month periods ended June 30, 2017 and 2016 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Intangible asset amortization expense $ 30.5 $ 30.5 $ 58.1 $ 60.1 Amortization of intangible assets is anticipated to be approximately $115.5 million annually in 2018 through 2022 based upon exchange rates as of June 30, 2017. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Note 6. Accrued Liabilities Accrued liabilities as of June 30, 2017 and December 31, 2016 consisted of the following: June 30, 2017 December 31, 2016 Salaries, wages and related fringe benefits $ 67.2 $ 56.5 Restructuring 10.3 20.2 Taxes 34.6 37.1 Advance payments on sales contracts 59.1 43.0 Product warranty 21.7 21.7 Accrued interest 0.3 15.5 Other 55.2 64.5 Total accrued liabilities $ 248.4 $ 258.5 A reconciliation of the changes in the accrued product warranty liability for the three and six month periods ended June 30, 2017 and 2016 are as follows: Three Months Ended June 30, 2017 Three Months Ended June 30, 2016 Six Months Ended June 30, 2017 Six Months Ended June 30, 2016 Balance at beginning of period $ 22.5 $ 26.4 $ 21.7 $ 27.6 Product warranty accruals 5.2 3.7 11.1 8.6 Settlements (6.7 ) (5.3 ) (12.1 ) (11.6 ) Charged to other accounts (1) 0.7 (0.6 ) 1.0 (0.4 ) Balance at end of period $ 21.7 $ 24.2 $ 21.7 $ 24.2 (1) Includes primarily the effects of foreign currency translation adjustments for the Company’s subsidiaries with functional currencies other than the USD, and changes in the accrual related to acquisitions. |
Pension and Other Postretiremen
Pension and Other Postretirement Benefits | 6 Months Ended |
Jun. 30, 2017 | |
Pension and Other Postretirement Benefits [Abstract] | |
Pension and Other Postretirement Benefits | Note 7. Pension and Other Postretirement Benefits The following table summarizes the components of net periodic benefit cost for the Company’s defined benefit pension plans and other postretirement benefit plans recognized for the three and six month periods ended June 30, 2017 and 2016: Pension Benefits Other Postretirement U.S. Plans Non-U.S. Plans Benefits Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Service cost $ - $ - $ 0.5 $ 0.9 $ - $ - Interest cost 0.6 1.1 1.9 3.8 - 0.1 Expected return on plan assets (1.1 ) (2.2 ) (2.6 ) (5.1 ) - - Recognition of: Unrecognized prior service cost - - - - - - Unrecognized net actuarial loss - - 1.2 2.4 - - $ (0.5 ) $ (1.1 ) $ 1.0 $ 2.0 $ - $ 0.1 Pension Benefits Other Postretirement U.S. Plans Non-U.S. Plans Benefits Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Service cost $ - $ - $ 0.4 $ 0.9 $ - $ - Interest cost 0.7 1.3 2.5 5.0 - 0.1 Expected return on plan assets (1.1 ) (2.3 ) (3.1 ) (6.2 ) - - Recognition of: Unrecognized prior service cost - - - - - - Unrecognized net actuarial loss - - 0.8 1.6 - - $ (0.4 ) $ (1.0 ) $ 0.6 $ 1.3 $ - $ 0.1 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt [Abstract] | |
Debt | Note 8. Debt The Company’s debt at June 30, 2017 and December 31, 2016 is summarized as follows: June 30, 2017 December 31, 2016 Short-term borrowings $ - $ - Long-term debt: Revolving credit facility, due 2020 $ - $ - Receivables financing agreement, due 2019 - - Term loan denominated in U.S. dollars, due 2020 (1) 1,553.1 1,833.2 Term loan denominated in Euros, due 2020 (2) 438.5 405.5 Senior notes, due 2021 (3) - 575.0 Second mortgages (4) 1.8 1.9 Capitalized leases and other long-term debt 21.3 21.6 Unamortized debt issuance costs (32.2 ) (58.9 ) Total long-term debt, net, including current maturities 1,982.5 2,778.3 Current maturities of long-term debt 5.9 24.5 Total long-term debt, net $ 1,976.6 $ 2,753.8 (1) At June 30, 2017, the applicable interest rate was 4.55%, and the weighted-average rate was 4.56% for the six month period ended June 30, 2017. This amount is shown net of unamortized discounts of $3.7 million and $5.0 million as of June 30, 2017 and December 31, 2016, respectively. (2) At June 30, 2017, the applicable interest rate was 4.75%, and the weighted-average rate was 4.75% for the six month period ended June 30, 2017. This amount is shown net of unamortized discounts of $1.2 million and $1.4 million as of June 30, 2017 and December 31, 2016, respectively. (3) This amount consists of the $575.0 million aggregate principal 6.875% senior notes due 2021 that were entered into in connection with the KKR transaction on July 30, 2013. Interest on the Senior Notes is payable on February 15 and August 15 of each year. (4) This amount consists of a fixed-rate 4.80% commercial loan with an outstanding balance of €1.6 million at June 30, 2017. This loan is secured by the Company’s facility in Bad Neustadt, Germany. Senior Secured Credit Facilities Overview In connection with the transaction in which the Company was acquired by an affiliate of Kohlberg Kravis Roberts & Co. L.P. on July 30, 2013 (the “KKR transaction”), the Company entered into a senior secured credit agreement with UBS AG, Stamford Branch, as administrative agent, and other agents and lenders party thereto (the “Senior Secured Credit Facilities”) on July 30, 2013. The Senior Secured Credit Facilities entered into on July 30, 2013 provided senior secured financing in the equivalent of approximately $2,825.0 million, consisting of: (i) a senior secured term loan facility (the “Dollar Term Loan Facility”) in an aggregate principal amount of $1,900.0 million; (ii) a senior secured term loan facility (the “Euro Term Loan Facility,” together with the Dollar Term Loan Facility, the “Term Loan Facilities”) in an aggregate principal amount of €400.0 million; and (iii) a senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $400.0 million available to be drawn in U.S. dollars (“USD”), Euros (“EUR”), Great British Pounds (“GBP”) and other reasonably acceptable foreign currencies, subject to certain sublimits for the foreign currencies. The Company entered into Amendment No. 1 to the Senior Secured Credit Facilities with UBS AG, Stamford Branch, as administrative agent, and the lenders and other parties thereto on March 4, 2016 (the “Amendment”). The Amendment reduced the aggregate principal borrowing capacity of the Revolving Credit Facility by $40.0 million to $360.0 million, extended the term of the Revolving Credit Facility to April 30, 2020 with respect to consenting lenders and provided for customary bail-in provisions to address certain European regulatory requirements, in addition to other modifications described in this footnote. On July 30, 2018, the Revolving Credit Facility principal amount will decrease to $269.9 million resulting from the maturity of the tranches of the Revolving Credit Facility which are owned by lenders which elected not to modify the original Revolving Credit Facility maturity date. Any principal amounts outstanding as of April 30, 2020 will be due at that time and required to be paid in full. The borrower of the Dollar Term Loan Facility and the Euro Term Loan Facility is GDI. On February 29, 2016, prior to the Company’s entering into the Amendment, GD German Holdings II GmbH became an additional borrower and successor in interest to Gardner Denver Holdings GmbH & Co. KG. GD German Holdings II GmbH, GD First (UK) Limited and Gardner Denver, Inc. are the listed borrowers under the Revolving Credit Facility. The Revolving Credit Facility includes borrowing capacity available for letters of credit up to $200.0 million and for borrowings on same-day notice, referred to as swingline loans. At June 30, 2017, the Company had $17.0 million of outstanding letters of credit written against the Revolving Credit Facility and unused availability under the Revolving Credit Facility of $343.0 million. Subsequent to the Amendment, the Senior Secured Credit Facilities provide that the borrowers will have the right at any time to request incremental term loans and/or revolving commitments in an aggregate principal amount of up to (i) if as of the last day of the most recently ended test period the Consolidated Senior Secured Debt to Consolidated Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) Ratio (as defined in the Senior Secured Credit Facilities) is equal to or less than 5.50 to 1.00, $250.0 million plus (ii) voluntary prepayments and voluntary commitment reductions of the Senior Secured Credit Facilities prior to the date of any such incurrence plus (iii) an additional amount if, after giving effect to the incurrence of such additional amount, the Company does not exceed a Consolidated Senior Secured Debt to Consolidated EBITDA Ratio of 4.50 to 1.00 pro forma for such incremental facilities. The lenders under the Senior Secured Credit Facilities are not under any obligation to provide any such incremental commitments or loans, and any such addition of or increase in commitments or loans will be subject to certain customary conditions. The Company repaid $276.8 million outstanding under the Company’s Dollar Term Loan Facility with proceeds from the Company’s initial public offering. Interest Rate and Fees Borrowings under the Dollar Term Loan Facility, Euro Term Loan Facility and the Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) (1) in respect of the Dollar Term Loan Facility and Euro Term Loan Facility, the greater of LIBOR for the relevant interest period or 1.00% per annum and (2) in respect of the Revolving Credit Facility, subsequent to the Amendment, the greater of LIBOR for the relevant interest period or 0.00% per annum, in each case adjusted for statutory reserve requirements, plus an applicable margin or (b) a base rate (the “Base Rate”) equal to the highest of (1) the rate of interest publicly announced by the administrative agent as its prime rate in effect at its principal office in Stamford, Connecticut, (2) the federal funds effective rate plus 0.50% and (3) LIBOR for an interest period of one month, adjusted for statutory reserve requirements, plus 1.00%, in each case, plus an applicable margin. The applicable margin as of December 31, 2016 for (i) the Dollar Term Loan Facility and Revolving Credit Facility is 3.25% for LIBOR loans and 2.25% for Base Rate loans and (ii) the Euro Term Loan is 3.75% for LIBOR loans. The applicable margins under the Revolving Credit Facility may decrease based upon the Company’s achievement of certain Consolidated Senior Secured Debt to Consolidated EBITDA Ratios. In addition to paying interest on outstanding principal under the Senior Secured Credit Facilities, the U.S. borrower is required to pay a commitment fee of 0.50% per annum to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder. The commitment fee rate will be reduced to 0.375% if the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio is less than or equal to 3.0 to 1.0. The Company must also pay customary letter of credit fees. Prepayments The Senior Secured Credit Facilities require the U.S. borrower (Gardner Denver, Inc.) to prepay outstanding term loans, subject to certain exceptions, with: (i) 50% of annual excess cash flow (as defined in the Senior Secured Credit Facilities). Commencing with the fiscal year ended December 31, 2014, this percentage will be reduced to 25% if the Company’s Secured Debt to Consolidated EBITDA Ratio is less than or equal to 3.50 to 1.00 but greater than 3.00 to 1.00. Such prepayment will not be required if the Secured Debt to Consolidated EBITDA Ratio is less than or equal to 3.00 to 1.00; (ii) 100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property in excess of a specified amount and subject to reinvestment rights; and (iii) 100% of the net cash proceeds of any incurrence of debt, other than proceeds from debt permitted under the Senior Secured Credit Facilities. The foregoing mandatory prepayments will be applied to the scheduled installments of principal of the Term Loan Facilities in direct order of maturity. Any borrower may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time without premium or penalty, subject to certain customary conditions, including reimbursements of the lenders’ redeployment costs actually incurred in the case of a prepayment of LIBOR borrowings other than on the last day of the relevant interest period. Amortization and Final Maturity The Dollar Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of the Dollar Term Loan Facility, with the balance being payable on July 30, 2020. In May 2017, the Company used a portion of the proceeds from the initial public offering to repay $276.8 million principal amount of outstanding borrowings under the Dollar Term Loan Facility at par plus accrued and unpaid interest to the date of prepayment of $1.5 million. The principal prepayment was first applied to the quarterly installments with the remaining balance used to reduce the balance due on July 30, 2020. As a result of the prepayment, the Company is no longer subject to mandatory quarterly principal installment payments on the Dollar Term Loan Facility. The prepayment resulted in the write-off of unamortized debt issuance costs of $4.3 million and unamortized discounts of $0.7 million included in the “Loss on Debt Extinguishment” line of the Condensed Consolidated Statements of Operations. The Euro Term Loan Facility includes repayments in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of the Euro Term Loan Facility, with the balance being payable on July 30, 2020. Principal amounts outstanding under the Revolving Credit Facility are due and payable in full at maturity. The Amendment reduced the minimum aggregate principal amount for extension amendments to the facilities from $50.0 million to $35.0 million. Guarantee and Security All obligations under the Senior Secured Credit Facilities are unconditionally guaranteed by the Company and all material, wholly-owned U.S. restricted subsidiaries, with customary exceptions including where providing such guarantees is not permitted by law, regulation, or contract or would result in adverse tax consequences. All obligations of the borrowers under the Senior Secured Credit Facilities, and the guarantees of such obligations, are secured, subject to permitted liens and other exceptions, by substantially all of the assets of the borrowers and each guarantor, including but not limited to: (i) a perfected pledge of the capital stock issued by the borrowers and each subsidiary guarantor and (ii) perfected security interests in substantially all other tangible and intangible assets of the borrower and the guarantors (subject to certain exceptions and exclusions). The obligations of the non-U.S. borrowers are secured by certain assets in jurisdictions outside of the U.S. Certain Covenants and Events of Default The Senior Secured Credit Facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s and its subsidiaries’ ability to: incur additional indebtedness and guarantee indebtedness; create or incur liens; engage in mergers or consolidations; sell, transfer or otherwise dispose of assets; create limitations on subsidiary distributions; pay dividends and distributions or repurchase its own capital stock; and make investments, loans or advances, prepayments of junior financings, or other restricted payments. In addition, subsequent to the Amendment, certain restricted payments constituting dividends or distributions (subject to certain exceptions) are subject to pro forma compliance with a Consolidated Total Debt to Consolidated EBITDA Ratio (as defined in the Senior Secured Credit Facilities) of 5.00 to 1.00. Investments in unrestricted subsidiaries are permitted up to an aggregate amount that does not exceed the greater of $100.0 million and 25% of Consolidated EBITDA. The Revolving Credit Facility also requires the Company’s Consolidated Senior Secured Debt to Consolidated EBITDA Ratio to not exceed 7.50 to 1.00 for each fiscal quarter when outstanding revolving credit loans and swingline loans plus non-cash collateralized letters of credit under the Revolving Credit Facility (excluding (i) letters of credit in an aggregate amount not to exceed $80.0 million existing on the date of the closing of the Senior Secured Credit Facilities and any extensions thereof, replacement letters of credit or letters of credit issued in lieu thereof, in each case, to the extent the face amount of such letters of credit is not increased above the face amount of the letter of credit being extended, replaced or substituted and (ii) other non-cash collateralized letters of credit in an aggregate amount not to exceed $25.0 million, provided that the aggregate amount of non-cash collateralized letters of credit outstanding excluded pursuant to such provision shall not exceed $50.0 million) exceed $120.0 million. To the extent that revolving credit loans plus non-cash collateralized letters of credit under the Revolving Credit Facility are outstanding in an amount exceeding $300.0 million, a Consolidated Senior Secured Debt to Consolidated EBITDA Ratio of 7.00 to 1.00 for borrowings under the Revolving Credit Facility is required. The Senior Secured Credit Facilities also contain certain customary affirmative covenants and events of default, including a change of control. Receivables Financing Agreement In May 2016, the Company entered into the Receivables Financing Agreement, providing for aggregated borrowing of up to $75.0 million governed by a borrowing base. The Receivables Financing Agreement provides for a lower cost alternative in the issuance of letters of credit with the remaining unused capacity providing additional liquidity. As of June 30, 2017, the Company had no outstanding borrowings under the Receivables Financing Agreement and $29.4 million of letters of credit outstanding. At June 30, 2017 there was $45.6 million of capacity available under the Receivables Financing Agreement. Borrowings under the Receivables Financing Agreement accrue interest at a reserve-adjusted LIBOR or a base rate, plus 1.6%. Letters of credit accrue interest at 1.6%. The Company may prepay borrowings or letters of credit or draw on the Receivables Financing Agreement upon one business day prior written notice and may terminate the Receivables Financing Agreement with 15 days’ prior written notice. As part of the Receivables Financing Agreement, eligible accounts receivable of certain of our subsidiaries are sold to a wholly owned “bankruptcy remote” special purpose vehicle (“SPV”). The SPV pledges the receivables as security for loans and letters of credit. The SPV is included in our consolidated financial statements and therefore, the accounts receivable owned by it are included in our Condensed Consolidated Balance Sheets. However, the accounts receivable owned by the SPV are separate and distinct from our other assets and are not available to our other creditors should we become insolvent. The Receivables Financing Agreement contains various customary representations and warranties and covenants, and default provisions which provide for the termination and acceleration of the commitments and loans under the agreement in circumstances including, but not limited to, failure to make payments when due, breach of representations, warranties or covenants, certain insolvency events or failure to maintain the security interest in the trade receivables, a change in control and defaults under other material indebtedness. On June 30, 2017, the Company signed the first amendment of the Receivables Financing Agreement which increased the aggregated borrowing capacity by $50.0 million to $125.0 million governed by a borrowing base and extended the term to June 30, 2020. The Receivables Financing Agreement terminates on June 30, 2020, unless terminated earlier pursuant to its terms. Senior Notes In connection with the KKR transaction, on July 30, 2013, the Company’s direct subsidiary, Gardner Denver, Inc., issued a $575.0 million aggregate principal amount of Senior Notes, which mature on August 15, 2021 pursuant to an indenture, dated as of July 30, 2013, among Renaissance Acquisition Corp. (which merged into Gardner Denver, Inc. in connection with the KKR transaction), the guarantors party thereto and Wells Fargo Bank, National Association, as trustee. In May 2017, the Company used a portion of the proceeds from the initial public offering to redeem all $575.0 million aggregate principal amount of the Senior Notes at a price of 105.156% of the principal amount redeemed, equal to $604.6 million, plus accrued and unpaid interest to the date of redemption of $10.2 million. The redemption of the Senior Notes resulted in the write-off of unamortized debt issuance costs of $15.8 million which was recorded to the “Loss on Debt Extinguishment” line of the Condensed Consolidated Statements of Operations. The premium paid on the Senior Notes, $29.6 million, is included in the “Loss on Debt Extinguishment” line of the Condensed Consolidated Statements of Operations. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Note 9. Stock-Based Compensation 2013 Stock Incentive Plan The Company adopted the 2013 Stock Incentive Plan (“2013 Plan”) on October 14, 2013 as amended on April 27, 2015 under which the Company may grant stock-based compensation awards to employees, directors, and advisors. The total number of shares available for grant under the 2013 Plan and reserved for issuance is 20.9 million shares. All stock options were granted to employees, directors, and advisors with an exercise price equal to the fair value of the Company’s per share common stock. Following the Company’s initial public offering, the Company may grant stock-based compensation awards pursuant to the 2017 Plan (defined below) and ceased granting new awards pursuant to the 2013 Plan. Stock options awards vest over either five, four, or three years with 50% of each award vesting based on time and 50% of each award vesting based on the achievement of certain financial targets. Prior to the Company’s initial public offering in May 2017, the Company had certain repurchase rights on stock acquired through the exercise of a stock option that created an implicit service period and created a condition in which an optionee may not receive the economic benefits of the option until the repurchase rights are eliminated. The repurchase rights creating the implicit service period are eliminated at the earlier of an initial public offering or change of control event. Before the elimination of the repurchase rights, because an initial public offering or change of control were not probable of occurring, no compensation expense was recorded for equity awards. The Company recognized a liability for compensation expense measured at intrinsic value when it was probable that an employee would receive benefits under the terms of the plan due to termination of employment. Under the terms of the 2013 Plan, concurrent with the initial public offering, the Company no longer retains repurchase rights on stock acquired through the exercise of a stock option and the implicit service period was eliminated on outstanding stock options. In the three and six month periods ended June 30, 2017, the Company recognized stock-based compensation expense of approximately $61.4 million related to time-based and performance-based stock options included in “Other operating expense, net” in the Condensed Consolidated Statements of Operations. Certain stock awards are expected to be settled in cash (stock appreciation rights “SAR”) and are accounted for as liability awards. At June 30, 2017, a liability of approximately $10.5 million for SARs is included in “Accrued liabilities” in the Condensed Consolidated Balance Sheets as of June 30, 2017. As of June 30, 2017 there was $16.3 million of total unrecognized compensation expense related to outstanding stock options. A summary of the Company’s stock-based award plan activity, including stock options and SARs, for the six month period ended June 30, 2017 is presented in the following table (underlying shares in thousands): Shares Weighted-Average Exercise Price (per share) Outstanding at December 31, 2016 13,285 $ 8.85 Granted 799 $ 20.00 Settled (77 ) $ 8.17 Forfeited (819 ) $ 8.21 Outstanding at June 30, 2017 13,188 $ 9.51 Vested at June 30, 2017 6,697 $ 8.73 The following assumptions were used to estimate the fair value of options granted during the six months ended June 30, 2017 using the Black-Scholes option-pricing model. Six Months Ended June 30, 2017 Assumptions: Expected life of options (in years) 5.00 - 6.25 Risk-free interest rate 1.94 - 2.12 % Assumed volatility 41.20 - 45.80 % Expected dividend rate 0.00 % Concurrent with the Company’s initial public offering in May of 2017, the Company’s Board authorized the grant of 5.5 million deferred stock units (“DSU”) to all permanent employees that had not previously received stock-based awards under the 2013 Plan. The DSUs vest immediately upon grant, however contain restrictions such that the employee may not sell or otherwise realize the economic benefits of the award until certain dates through April 2019. A total of $94.8 million of compensation expense for the DSU award was recognized in the three month period ended June 30, 2017 and included in “Other operating expense, net” in the Condensed Consolidated Statements of Operations. Certain DSU awards are expected to be settled in cash and a liability of $3.4 million is included in “Accrued liabilities” in the Condensed Consolidated Balance Sheets as of June 30, 2017. The fair value of a DSU was determined to be $17.20 assuming a share price at the pricing date of the initial public offering of $20.00 and a discount for lack of marketability commensurate with the period of the sale restrictions. The following assumptions were used to estimate the fair value of DSUs granted during the six months ended June 30, 2017 using the Finnerty discount for lack of marketability pricing model: Six Months Ended June 30, 2017 Assumptions: Average length of holding period restrictions (years) 1.42 Assumed volatility 51.5 % 2017 Omnibus Incentive Plan In May 2017, the Company’s Board approved the 2017 Omnibus Incentive Plan (“2017 Plan”). Under the terms of the Plan, the Company’s Board may grant up to 8.6 million stock based and other incentive awards. Any shares of common stock subject to outstanding awards granted under our 2013 Stock Incentive Plan that, after the effective date of the 2017 Plan, expire or are otherwise forfeited or terminated in accordance with their terms are also available for grant under the 2017 Plan. As of June 30, 2017, no awards have been granted from the 2017 Plan. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 6 Months Ended |
Jun. 30, 2017 | |
Accumulated Other Comprehensive (Loss) Income [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Note 10. Accumulated Other Comprehensive (Loss) Income The Company’s other comprehensive (loss) income consists of (i) unrealized foreign currency net gains and losses on the translation of the assets and liabilities of its foreign operations; (ii) realized and unrealized foreign currency gains and losses on intercompany notes of a long-term nature and certain hedges of net investments in foreign operations, net of income taxes; (iii) unrealized gains and losses on cash flow hedges (consisting of interest rate swaps), net of income taxes; and (iv) pension and other postretirement prior service cost and actuarial gains or losses, net of income taxes. The before tax income (loss), related income tax effect and accumulated balances are as follows: For the Three Months Ended June 30, 2017 For the Six Months Ended June 30, 2017 Before-Tax Amount Tax Benefit or (Expense) Net of Tax Amount Before-Tax Amount Tax Benefit or (Expense) Net of Tax Amount Foreign currency translation adjustments, net $ 64.2 $ - $ 64.2 $ 89.9 $ - $ 89.9 Foreign currency (losses) gains, net (41.5 ) 15.9 (25.6 ) (47.7 ) 18.3 (29.4 ) Unrecognized (losses) gains on cash flow hedges, net (1.4 ) (0.1 ) (1.5 ) 3.4 (1.9 ) 1.5 Pension and other postretirement benefit prior service cost and gain or loss, net (2.3 ) 0.8 (1.5 ) (2.3 ) 1.0 (1.3 ) Other comprehensive income $ 19.0 $ 16.6 $ 35.6 $ 43.3 $ 17.4 $ 60.7 For the Three Months Ended June 30, 2016 For the Six Months Ended June 30, 2016 Before-Tax Amount Tax (Expense) or Benefit Net of Tax Amount Before-Tax Amount Tax (Expense) or Benefit Net of Tax Amount Foreign currency translation adjustments, net $ (36.8 ) $ - (36.8 ) $ 5.2 $ - $ 5.2 Foreign currency gains (losses), net 19.4 (6.3 ) 13.1 (9.9 ) 4.2 (5.7 ) Unrecognized gains (losses) on cash flow hedges, net (6.6 ) 2.5 (4.1 ) (23.7 ) 9.0 (14.7 ) Pension and other postretirement benefit prior service cost and gain or loss, net 4.5 (0.8 ) 3.7 5.9 (1.1 ) 4.8 Other comprehensive income (loss) $ (19.5 ) $ (4.6 ) $ (24.1 ) $ (22.5 ) $ 12.1 $ (10.4 ) Changes in accumulated other comprehensive (loss) income by component for the six month periods ended June 30, 2017 and 2016 are presented in the following tables (1) Cumulative Currency Translation Adjustment Foreign Currency Gains and (Losses) Unrealized (Losses) Gains on Cash Flow Hedges Pension and Postretirement Benefit Plans Total Balance at December 31, 2016 $ (324.2 ) $ 88.6 $ (42.2 ) $ (64.6 ) $ (342.4 ) Other comprehensive income (loss) before reclassifications 89.9 (29.4 ) (4.6 ) (2.8 ) 53.1 Amounts reclassified from accumulated other comprehensive (loss) income - - 6.1 1.5 7.6 Net current-period other comprehensive income (loss) 89.9 (29.4 ) 1.5 (1.3 ) 60.7 Balance at June 30, 2017 $ (234.3 ) $ 59.2 $ (40.7 ) $ (65.9 ) $ (281.7 ) Cumulative Currency Translation Adjustment Foreign Currency Gains and (Losses) Unrealized (Losses) Gains on Cash Flow Hedges Pension and Postretirement Benefit Plans Total Balance at December 31, 2015 $ (248.0 ) $ 75.0 $ (41.3 ) $ (51.3 ) $ (265.6 ) Other comprehensive income (loss) before reclassifications 5.2 (5.7 ) (18.7 ) 3.8 (15.4 ) Amounts reclassified from accumulated other comprehensive (loss) income - - 4.0 1.0 5.0 Net current-period other comprehensive income (loss) 5.2 (5.7 ) (14.7 ) 4.8 (10.4 ) Balance at June 30, 2016 $ (242.8 ) $ 69.3 $ (56.0 ) $ (46.5 ) $ (276.0 ) (1) All amounts are net of tax. Amounts in parentheses indicate debits. Reclassifications out of accumulated other comprehensive (loss) income for the six month periods ended June 30, 2017 and 2016 are presented in the following table: Amount Reclassified from Accumulated Other Comprehensive (Loss) Income Details about Accumulated Other Comprehensive (Loss) Income Components For the Six Month Period Ended June 30, 2017 For the Six Month Period Ended June 30, 2016 Affected Line in the Statement Where Net Income is Presented Loss on cash flow hedges - interest rate swaps $ 9.8 $ 6.4 Interest expense 9.8 6.4 Total before tax (3.7 ) (2.4 ) Provision (benefit) for income taxes $ 6.1 $ 4.0 Net of tax Amortization of defined benefit pension and other postretirement benefit items $ 2.4 $ 1.6 (1) 2.4 1.6 Total before tax (0.9 ) (0.6 ) Provision (benefit) for income taxes $ 1.5 $ 1.0 Net of tax Total reclassifications for the period $ 7.6 $ 5.0 Net of tax (1) These components are included in the computation of net periodic benefit cost. See Note 7 “Pension and Other Postretirement Benefits” for additional details. |
Hedging Activities and Fair Val
Hedging Activities and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Hedging Activities and Fair Value Measurements [Abstract] | |
Hedging Activities and Fair Value Measurements | Note 11. Hedging Activities and Fair Value Measurements Hedging Activities The Company is exposed to certain market risks during the normal course of its business arising from adverse changes in interest rates and foreign currency exchange rates. The Company’s exposure to these risks is managed through a combination of operating and financing activities. The Company selectively uses derivative financial instruments (“derivatives”), including foreign currency forward contracts and interest rate swaps, to manage the risks from fluctuations in foreign currency exchange rates and interest rates, respectively. The Company does not purchase or hold derivatives for trading or speculative purposes. Fluctuations in commodity prices, interest rates and foreign currency exchange rates can be volatile, and the Company’s risk management activities do not totally eliminate these risks. Consequently, these fluctuations could have a significant effect on the Company’s financial results. The Company’s exposure to interest rate risk results primarily from its variable-rate borrowings. The Company manages its debt centrally, considering tax consequences and its overall financing strategies. The Company manages its exposure to interest rate risk by maintaining a mixture of fixed and variable rate debt and, from time to time, using pay-fixed interest rate swaps as cash flow hedges of variable rate debt in order to adjust the relative fixed and variable proportions. A substantial portion of the Company’s operations is conducted by its subsidiaries outside of the United States in currencies other than the USD. Almost all of the Company’s non-U.S. subsidiaries conduct their business primarily in their local currencies, which are also their functional currencies. Other than the USD, the EUR, GBP, and Chinese Yuan are the principal currencies in which the Company and its subsidiaries enter into transactions. The Company is exposed to the impacts of changes in foreign currency exchange rates on the translation of its non-U.S. subsidiaries’ assets, liabilities and earnings into USD. The Company has certain U.S. subsidiaries borrow in currencies other than the USD. The Company and its subsidiaries are also subject to the risk that arises when they, from time to time, enter into transactions in currencies other than their functional currency. To mitigate this risk, the Company and its subsidiaries typically settle intercompany trading balances monthly. The Company also selectively uses forward currency contracts to manage this risk. These contracts for the sale or purchase of European and other currencies generally mature within one year. The Company uses foreign currency forward contracts and net investment hedge contracts to manage certain foreign currency risks. The Company also uses interest rate swap contracts to manage risks associated with interest rate fluctuations. Derivative Instruments The following table summarizes the notional amounts, fair values and classification of the Company’s outstanding derivatives by risk category and instrument type within the Condensed Consolidated Balance Sheets at June 30, 2017 and December 31, 2016: June 30, 2017 Derivative Classification Notional Amount (1) Fair Value (1) Other Current Assets Fair Value (1) Other Assets Fair Value (1) Accrued Liabilities Fair Value (1) Other Liabilities Derivatives Designated as Hedging Instruments Cross currency interest rate swap contracts Net Investment $ 200.0 $ - $ 12.7 $ - $ - Interest rate swap contracts Cash Flow $ 1,125.0 $ - $ - $ 6.9 $ 53.6 Derivatives Not Designated as Hedging Instruments Foreign currency forwards Fair Value $ 25.3 $ 0.2 $ - $ - $ - Foreign currency forwards Fair Value $ 69.9 $ - $ - $ 1.4 $ - December 31, 2016 Derivative Classification Notional Amount (1) Fair Value (1) Other Current Assets Fair Value (1) Other Assets Fair Value (1) Liabilities Fair Value (1) Liabilities Derivatives Designated as Hedging Instruments Cross currency interest rate swap contracts Net Investment $ 200.0 $ - $ 26.8 $ - $ - Interest rate swap contracts Cash Flow $ 1,125.0 $ - $ - $ 16.3 $ 47.2 Derivatives Not Designated as Hedging Instruments Foreign currency forwards Fair Value $ 79.0 $ 0.9 $ - $ - $ - Foreign currency forwards Fair Value $ 42.8 $ - $ - $ 0.2 $ - (1) Notional amounts represent the gross contract amounts of the outstanding derivatives excluding the total notional amount of positions that have been effectively closed through offsetting positions. The net gains and net losses associated with positions that have been effectively closed through offsetting positions but not yet settled are included in the asset and liability derivatives fair value columns, respectively. Gains and losses on derivatives designated as cash flow hedges included in the Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and six month periods ended June 30, 2017 and 2016, are as presented in the table below: For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2017 2016 2017 2016 Interest rate swap contracts (1) Loss recognized in AOCI on derivatives (effective portion) $ (6.1 ) $ (9.9 ) $ (6.3 ) $ (30.2 ) Loss reclassified from AOCI into income (effective portion) (4.7 ) (3.4 ) (9.8 ) (6.4 ) Gain recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing) - 0.7 - 0.7 (1) Losses on derivatives reclassified from accumulated other comprehensive income (“AOCI”) into income (effective portion) were included in “Interest expense” in the Condensed Consolidated Statements of Operations. Ineffective portions of changes in the fair value of cash flow hedges were recognized in earnings and included in “Interest expense” in the Condensed Consolidated Statements of Operations. At June 30, 2017, the Company is the fixed rate payor on 16 interest rate swap contracts that effectively fix the LIBOR-based index used to determine the interest rates charged on a total of $1,125.0 million of the Company’s LIBOR-based variable rate borrowings. These contracts carry fixed rates ranging from 2.4% to 4.4% and have expiration dates ranging from 2017 to 2020. These swap agreements qualify as hedging instruments and have been designated as cash flow hedges of forecasted LIBOR-based interest payments. Based on LIBOR-based swap yield curves as of June 30, 2017, the Company expects to reclassify losses of $19.8 million out of AOCI into earnings during the next 12 months. The Company’s LIBOR-based variable rate borrowings outstanding at June 30, 2017 were $1,556.7 million and €385.0 million. The Company had four foreign currency forward contracts outstanding as of June 30, 2017 with notional amounts ranging from $5.8 million to $43.0 million. These contracts are used to hedge the change in fair value of recognized foreign currency denominated assets or liabilities caused by changes in currency exchange rates. The changes in the fair value of these contracts generally offset the changes in the fair value of a corresponding amount of the hedged items, both of which are included in the “Other operating expense, net” line on the face of the Condensed Consolidated Statements of Operations. The Company’s foreign currency forward contracts are subject to master netting arrangements or agreements between the Company and each counterparty for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract with that certain counterparty. It is the Company’s practice to recognize the gross amounts in the Condensed Consolidated Balance Sheets. The amount available to be netted is not material. The Company’s (losses) gains on derivative instruments not designated as accounting hedges and total net foreign currency (losses) gains for the three and six month periods ended June 30, 2017 and 2016 were as follows: For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2017 2016 2017 2016 Foreign currency forward contracts (losses) gains $ (2.7 ) $ 13.6 $ (4.9 ) $ 12.2 Total net foreign currency (losses) gains (4.0 ) 6.0 (4.7 ) 3.0 The Company has a significant investment in consolidated subsidiaries with functional currencies other than the USD, particularly the EUR. The Company designated its Euro Term Loan due in 2020 of approximately €385.0 million and €387.0 million at June 30, 2017 and December 31, 2016, respectively, as a hedge of the Company’s net investment in subsidiaries with EUR functional currencies. Accordingly, changes in the USD equivalent value of the Euro Term Loan were recorded through other comprehensive income. In December 2014, the Company entered into two cross currency interest rate swaps each with a USD notional amount of $100 million to further hedge the risk of changes in the USD equivalent value of its net investment in Euro functional currency subsidiaries with both cross currency interest rate swaps being designated as hedges for the three month and six month periods ended June 30, 2017 and 2016. The losses and gains from the change in fair value related to the effective portions of the net investment hedges were recorded through other comprehensive income. The losses and gains from changes in fair value of the ineffective portion of the hedge for the three month and six month periods ended June 30, 2017 and 2016 were included in foreign currency exchange (gains) losses, net in “Other operating expense, net” in the Condensed Consolidated Statements of Operations. The Company’s gains and (losses), net of income tax, associated with changes in the value of debt and designated interest rate swaps for the three month and six month periods ended June 30, 2017 and 2016, and the net balance of such gains and (losses) included in accumulated other comprehensive income for the same periods were as follows: For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2017 2016 2017 2016 (Loss) gain, net of income tax, recorded through other comprehensive income $ (25.7 ) $ 10.5 $ (29.6 ) $ (6.5 ) Balance included in accumulated other comprehensive (loss) income at June 30, 2017 and 2016, respectively $ 52.7 $ 59.2 All cash flows associated with derivatives are classified as operating cash flows in the Condensed Consolidated Statements of Cash Flows. Fair Value Measurements The Company’s financial instruments consist primarily of cash and cash equivalents, trade accounts receivables, trade accounts payables, deferred compensation assets and obligations, derivatives, and debt instruments. The carrying values of cash and cash equivalents, trade accounts receivables, trade accounts payables, and variable rate debt instruments are a reasonable estimate of their respective fair values. The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2017: Level 1 Level 2 Level 3 Total Financial Assets Foreign currency forwards (1) $ - $ 0.2 $ - $ 0.2 Cross currency interest rate swaps (2) - 12.7 - 12.7 Trading securities held in deferred compensation plan (3) 4.9 - - 4.9 Total $ 4.9 $ 12.9 $ - $ 17.8 Financial Liabilities Foreign currency forwards (1) $ - $ 1.4 $ - $ 1.4 Interest rate swaps (4) - 60.5 - 60.5 Deferred compensation plan (3) 4.9 - - 4.9 Total $ 4.9 $ 61.9 $ - $ 66.8 (1) Based on calculations that use readily observable market parameters as their basis, such as spot and forward rates. (2) Based on observable foreign exchange market pricing parameters such as spot and forward rates and the present value of all expected future cash flows. The present value calculation incorporates foreign exchange market pricing, discount rates, and credit quality adjustments of the Company and its counterparties. (3) Based on the quoted price of publicly traded mutual funds which are classified as trading securities and accounted for using the mark-to-market method. (4) Measured as the present value of all expected future cash flows based on the LIBOR-based swap yield curves as of June 30, 2017. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | Note 12. Income Taxes The following table summarizes the Company’s benefit for income taxes and effective income tax rate for the three and six month periods ended June 30, 2017 and 2016: For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2017 2016 2017 2016 Loss before income taxes $ (190.2 ) $ (15.0 ) $ (198.8 ) $ (38.1 ) Benefit for income taxes $ (43.9 ) $ (10.9 ) $ (45.6 ) $ (24.1 ) Effective income tax rate 23.1 % 72.9 % 22.9 % 63.4 % The increase in the benefit for income taxes and decrease in the effective income tax benefit rate for the three and six month periods ended June 30, 2017 when compared to the same periods of 2016 is primarily due to the increase of the pre-tax loss in the U.S. when compared to the pre-tax income produced in countries with income tax rates lower than the U.S. statutory rate. The significant increase in the loss in the U.S. was caused by one-time expenses associated with the Company’s initial public offering. This included offering-related expenses, early termination fees related to the pay down of debt, and stock-based compensation expense. |
Supplemental Information
Supplemental Information | 6 Months Ended |
Jun. 30, 2017 | |
Supplemental Information [Abstract] | |
Supplemental Information | Note 13. Supplemental Information The components of “Other operating expense, net” for the three month and six month periods ended June 30, 2017 and 2016 are as follows: For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2017 2016 2017 2016 Other Operating Expense, Net Foreign currency losses (gains), net $ 4.0 $ (6.0 ) $ 4.7 $ (3.0 ) Restructuring charges, net (1) 0.4 10.9 2.1 12.3 Environmental remediation expenses (2) (0.1 ) - 0.9 - Stock-based compensation expense (3) 156.2 - 156.2 - Other, net 0.9 2.2 5.4 4.4 Total other operating expense, net $ 161.4 $ 7.1 $ 169.3 $ 13.7 (1) See Note 3 “Restructuring.” (2) Estimated environmental remediation costs recorded on an undiscounted basis for a former production facility. (3) Represents stock-based compensation expense recognized for stock options outstanding ($61.4 million) and DSUs granted to employees at the date of the initial public offering ($94.8 million) under the 2013 Stock Incentive Plan. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Contingencies [Abstract] | |
Contingencies | Note 14. Contingencies The Company is a party to various legal proceedings, lawsuits and administrative actions, which are of an ordinary or routine nature for a company of its size and sector. The Company believes that such proceedings, lawsuits and administrative actions will not materially adversely affect its operations, financial condition, liquidity or competitive position. A more detailed discussion of certain of these proceedings, lawsuits and administrative actions is set forth below. Asbestos and Silica Related Litigation The Company has also been named as a defendant in a number of asbestos-related and silica-related personal injury lawsuits. The plaintiffs in these suits allege exposure to asbestos or silica from multiple sources and typically the Company is one of approximately 25 or more named defendants. Predecessors to the Company sometimes manufactured, distributed and/or sold products allegedly at issue in the pending asbestos and silica-related lawsuits (the “Products”). However, neither the Company nor its predecessors ever mined, manufactured, mixed, produced or distributed asbestos fiber or silica sand, the materials that allegedly caused the injury underlying the lawsuits. Moreover, the asbestos-containing components of the Products, if any, were enclosed within the subject Products. Although the Company has never mined, manufactured, mixed, produced or distributed asbestos fiber or silica sand nor sold products that could result in a direct asbestos or silica exposure, many of the companies that did engage in such activities or produced such products are no longer in operation. This has led to law firms seeking potential alternative companies to name in lawsuits where there has been an asbestos or silica related injury. The Company believes that the pending and future asbestos and silica-related lawsuits are not likely to, in the aggregate, have a material adverse effect on its consolidated financial position, results of operations or liquidity, based on: the Company’s anticipated insurance and indemnification rights to address the risks of such matters; the limited potential asbestos exposure from the Products described above; the Company’s experience that the vast majority of plaintiffs are not impaired with a disease attributable to alleged exposure to asbestos or silica from or relating to the Products or for which the Company otherwise bears responsibility; various potential defenses available to the Company with respect to such matters; and the Company’s prior disposition of comparable matters. However, inherent uncertainties of litigation and future developments, including, without limitation, potential insolvencies of insurance companies or other defendants, an adverse determination in the Adams County Case (discussed below), or other inability to collect from the Company’s historical insurers or indemnitors, could cause a different outcome. While the outcome of legal proceedings is inherently uncertain, based on presently known facts, experience, and circumstances, the Company believes that the amounts accrued on its balance sheet are adequate and that the liabilities arising from the asbestos and silica-related personal injury lawsuits will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. “Accrued liabilities” and “Other liabilities” on the Condensed Consolidated Balance Sheet include a total litigation reserve of $104.3 million and $108.5 million as of June 30, 2017 and December 31, 2016 respectively, with respect to potential liability arising from the Company’s asbestos-related litigation. Asbestos related defense costs are excluded from the asbestos claims liability and are recorded separately as services are incurred. In the event of unexpected future developments, it is possible that the ultimate resolution of these matters may be material to the Company’s consolidated financial position, results of operation or liquidity. The Company has entered into a series of agreements with certain of its or its predecessors’ legacy insurers and certain potential indemnitors to secure insurance coverage and/or reimbursement for the costs associated with the asbestos and silica-related lawsuits filed against the Company. The Company has also pursued litigation against certain insurers or indemnitors, where necessary. The Company has an insurance recovery receivable for probable asbestos related recoveries of approximately $97.3 million and $97.3 million as of June 30, 2017 and December 31, 2016 which was included in “Other assets” on the Condensed Consolidated Balance Sheets. The largest such recent action, Gardner Denver, Inc. v. Certain Underwriters at Lloyd’s, London, et al., was filed on July 9, 2010, in the Eighth Judicial Circuit, Adams County, Illinois, as case number 10-L-48 (the “Adams County Case”). In the lawsuit, the Company seeks, among other things, to require certain excess insurer defendants to honor their insurance policy obligations to the Company, including payment in whole or in part of the costs associated with the asbestos-related lawsuits filed against the Company. In October 2011, the Company reached a settlement with one of the insurer defendants, which had issued both primary and excess policies, for approximately the amount of such defendant’s policies which were subject to the lawsuit. Since then, the case has been proceeding through the discovery and motions process with the remaining insurer defendants. On January 29, 2016, the Company prevailed on the first phase of that discovery and motions process (“Phase I”). Specifically, the Court in the Adams County Case ruled that the Company has rights under all of the policies in the case, subject to their terms and conditions, even though the policies were sold to the Company’s former owners rather than to the Company itself. On June 9, 2016, the Court denied a motion by several of the insurers who sought permission to appeal the Phase I ruling now rather than waiting until the end of the whole case as is normally required. The case is now proceeding through the discovery process regarding the remaining issues in dispute (“Phase II”). A majority of the Company’s expected future recoveries of the costs associated with the asbestos-related lawsuits are the subject of the Adams County Case. The amounts recorded by the Company for asbestos-related liabilities and insurance recoveries are based on currently available information and assumptions that the Company believes are reasonable based on an evaluation of relevant factors. The actual liabilities or insurance recoveries could be higher or lower than those recorded if actual results vary significantly from the assumptions. There are a number of key variables and assumptions including the number and type of new claims to be filed each year, the resolution or outcome of these claims, the average cost of resolution of each new claim, the amount of insurance available, allocation methodologies, the contractual terms with each insurer with whom the Company has reached settlements, the resolution of coverage issues with other excess insurance carriers with whom the Company has not yet achieved settlements, and the solvency risk with respect to the Company’s insurance carriers. Other factors that may affect the future liability include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, legal rulings that may be made by state and federal courts, and the passage of state or federal legislation. The Company makes the necessary adjustments for the asbestos liability and corresponding insurance recoveries on an annual basis unless facts or circumstances warrant assessment as of an interim date. Environmental Matters The Company has been identified as a potentially responsible party (“PRP”) with respect to several sites designated for cleanup under U.S. federal “Superfund” or similar state laws that impose liability for cleanup of certain waste sites and for related natural resource damages. Persons potentially liable for such costs and damages generally include the site owner or operator and persons that disposed or arranged for the disposal of hazardous substances found at those sites. Although these laws impose joint and several liability on PRPs, in application the PRPs typically allocate the investigation and cleanup costs based upon the volume of waste contributed by each PRP. Based on currently available information, the Company was only a small contributor to these waste sites, and the Company has, or is attempting to negotiate, de minimis settlements for their cleanup. The cleanup of the remaining sites is substantially complete and the Company’s future obligations entail a share of the sites’ ongoing operating and maintenance expense. The Company is also addressing four on-site cleanups for which it is the primary responsible party. Three of these cleanup sites are in the operation and maintenance stage and one is in the implementation stage. The Company has undiscounted accrued liabilities of $7.9 million and $7.6 million as of June 30, 2017 and December 31, 2016, respectively, on its Condensed Consolidated Balance Sheet to the extent costs are known or can be reasonably estimated for its remaining financial obligations for the environmental matters discussed above and does not anticipate that any of these matters will result in material additional costs beyond amounts accrued. Based upon consideration of currently available information, the Company does not anticipate any material adverse effect on its results of operations, financial condition, liquidity or competitive position as a result of compliance with federal, state, local or foreign environmental laws or regulations, or cleanup costs relating to these matters. |
Segment Results
Segment Results | 6 Months Ended |
Jun. 30, 2017 | |
Segment Results [Abstract] | |
Segment Results | Note 15. Segment Results A description of the Company’s three reportable segments, including the specific products manufactured and sold follows below. In the Industrials segment, the Company designs, manufactures, markets and services a broad range of air compression, vacuum and blower products across a wide array of technologies and applications. Almost every manufacturing and industrial facility, and many service and process industries, use air compression and vacuum products in a variety of applications such as operation of pneumatic air tools, vacuum packaging of food products and aeration of waste water. The Company maintains a leading position in its markets and serves customers globally. The Company offers comprehensive aftermarket parts and an experienced direct and distributor-based service network world-wide to complement all of its products. In the Energy segment, In the Medical segment, the Company designs, manufactures and markets a broad range of highly specialized gas, liquid and precision syringe pumps and compressors primarily for use in the medical, laboratory and biotechnology end markets. The Company’s customers are mainly medium and large durable medical equipment suppliers that integrate the Company’s products into their final equipment for use in applications such as oxygen therapy, blood dialysis, patient monitoring, wound treatment, and others. Further, with the recent acquisitions, the Company has expanded into liquid handling components and systems used in biotechnology applications including clinical analysis instrumentation. The Company also has a broad range of end use deep vacuum products for laboratory science applications. The Chief Operating Decision Maker (“CODM”) evaluates the performance of its reportable segments based on, among other measures, Segment Adjusted EBITDA. Management closely monitors the Segment Adjusted EBITDA of each reportable segment to evaluate past performance and actions required to improve profitability. Inter-segment sales and transfers are not significant. Administrative expenses related to the Company’s corporate offices and shared service centers in the United States and Europe, which includes transaction processing, accounting and other business support functions, are allocated to the business segments. Certain administrative expenses, including senior management compensation, treasury, internal audit, tax compliance, certain information technology, and other corporate functions, are not allocated to the business segments. The following table provides summarized information about the Company’s operations by reportable segment and reconciles Segment Adjusted EBITDA to Loss Before Income Taxes for the three month and six month periods ended June 30, 2017 and 2016: For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2017 2016 (1) 2017 2016 (1) Revenue Industrials $ 282.8 $ 280.8 $ 530.8 $ 537.9 Energy 239.5 123.5 417.7 248.0 Medical 56.8 57.7 112.3 113.1 Total Revenue $ 579.1 $ 462.0 $ 1,060.8 $ 899.0 Segment Adjusted EBITDA Industrials $ 63.4 $ 54.6 $ 110.6 $ 100.6 Energy 62.2 24.5 100.6 48.2 Medical 15.4 13.9 30.1 28.2 Total Segment Adjusted EBITDA $ 141.0 $ 93.0 $ 241.3 $ 177.0 Less items to reconcile Segment Adjusted EBITDA to Loss Before Income Taxes: Corporate expenses not allocated to segments $ 8.9 $ 6.4 $ 17.1 $ 13.6 Interest expense 39.5 42.7 85.3 85.8 Depreciation and amortization expense 43.8 42.7 83.5 84.0 Impairment of goodwill and other intangible assets (a) - 1.5 - 1.5 Sponsor fees and expenses (b) 16.2 1.0 17.3 2.0 Restructuring and related business transformation costs (c) 5.6 18.7 14.2 28.0 Acquisition related expenses and non-cash charges (d) 1.2 0.8 1.9 1.6 Environmental remediation loss reserve (e) (0.1 ) - 0.9 - Expenses related to initial public offering (f) 3.9 - 6.5 - Stock-based compensation (g) 156.2 - 156.2 - Loss on extinguishment of debt (h) 50.4 - 50.4 - Other adjustments (i) 5.6 (5.8 ) 6.8 (1.4 ) Loss Before Income Taxes: $ (190.2 ) $ (15.0 ) $ (198.8 ) $ (38.1 ) (1) In the fourth quarter of fiscal 2016, the Company modified its methodology for presenting reconciling items from Loss Before Income Taxes. The reconciling items for the three and six month periods ended June 30, 2016 have been restated to conform to the methodology used in the three and six month periods ended June 30, 2017, and included the following: (a) Represents non-cash charges for impairment of goodwill and other intangible assets. (b) Represents management fees and expenses paid to KKR, including a monitoring agreement termination fee of $16.2 million paid in the three month period ending June 30, 2017. (c) Restructuring and related business transformation costs consist of the following: For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2017 2016 2017 2016 Restructuring charges $ 0.4 $ 10.9 $ 2.1 $ 12.3 Severance, sign-on, relocation and executive search costs 0.6 1.8 1.6 7.0 Facility reorganization, relocation and other costs 1.8 2.9 2.9 3.6 Information technology infrastructure transformation 2.0 0.3 2.7 0.4 (Gains) losses on asset and business disposals (0.5 ) - 2.5 - Consultant and other advisor fees 0.8 2.2 1.2 3.7 Other, net 0.5 0.6 1.2 1.0 Total restructuring and related business transformation costs $ 5.6 $ 18.7 $ 14.2 $ 28.0 (d) Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs and non-cash charges and credits arising from fair value purchase accounting adjustments. (e) Represents estimated environmental remediation costs and losses relating to a former production facility. (f) Represents expenses related to the Company’s initial public offering. (g) Represents stock-based compensation expense recognized for stock options outstanding ($61.4 million) and DSUs granted to employees at the date of the initial public offering ($94.8 million) under the 2013 Stock Incentive Plan. (h) Represents losses on extinguishment of the senior notes and a portion of the U.S. term loan. (i) Includes (i) foreign exchange gains and losses, (ii) effects of amortization of prior service costs and amortization of gains in pension and other postretirement benefits (OPEB) expense, (iii) certain legal and compliance costs and (iv) other miscellaneous adjustments. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16. Related Party Transactions Affiliates of KKR participated as (i) a lender in the Company’s Senior Secured Credit Facilities discussed in Note 8, “Debt,” and (ii) an underwriter in the Company’s initial public offering. KKR exited their position in the Senior Secured Credit Facilities during 2015 and did not hold a position as of December 31, 2016 and June 30, 2017. The Company entered into a monitoring agreement, dated July 30, 2013, with KKR pursuant to which KKR will provide management, consulting and financial advisory services to the Company and its divisions, subsidiaries, parent entities and controlled affiliates. Under the terms of the monitoring agreement the Company is, among other things, obligated to pay KKR (or such affiliate(s) as KKR designates) an aggregate annual management fee in the initial annual amount of $3.5 million, payable in arrears at the end of each fiscal quarter, plus upon request all reasonable out of pocket expenses ($0.0 million of expenses were incurred for the three month and six month periods ended June 30, 2017 and 2016) incurred in connection with the provision of services under the agreement. The management fee increases at a rate of 5% per year effective on January 1, 2014. In connection with the Company’s initial public offering, the monitoring agreement was terminated in accordance with its terms and the Company paid a termination fee of $16.2 million during the three month period ended June 30, 2017 which is included in the “Selling and administrative expenses” line of the Condensed Consolidated Statements of Operations. The Company incurred management fees to KKR of $1.1 million and $2.0 million for the six month periods ended June 30, 2017 and 2016, respectively. |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2017 | |
Loss Per Share [Abstract] | |
Loss Per Share | Note 17. Loss Per Share The computations of basic and diluted loss per share are as follows: For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2017 2016 2017 2016 Net loss $ (146.3 ) $ (4.1 ) $ (153.2 ) $ (14.0 ) Less: Net income (loss) attributable to noncontrolling interests - (0.2 ) 0.1 (0.5 ) Net Loss Attributable to Gardner Denver Holdings, Inc. $ (146.3 ) $ (3.9 ) $ (153.3 ) $ (13.5 ) Average shares outstanding: Basic 176.9 150.5 162.8 149.6 Diluted 176.9 150.5 162.8 149.6 Loss per share: Basic $ (0.83 ) $ (0.03 ) $ (0.94 ) $ (0.09 ) Diluted $ (0.83 ) $ (0.03 ) $ (0.94 ) $ (0.09 ) There were 12.2 million stock options outstanding at June 30, 2017 that were not included in the computation of diluted loss per share because their inclusion would have been anti-dilutive, but that could potentially dilute basic earnings per share in future periods. The DSUs described in Note 9 “Stock-Based Compensation” are considered outstanding shares for the purpose of computing basic earnings per share because they will become issued solely upon the passage of time. |
Condensed Consolidated Financ25
Condensed Consolidated Financial Statements (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Condensed Consolidated Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Gardner Denver Holdings, Inc. is a holding company whose operating subsidiaries are Gardner Denver, Inc. (“GDI”) and certain of GDI’s subsidiaries. Gardner Denver, Inc is a diversified, global manufacturer of highly engineered, application-critical flow control products and provider of related aftermarket parts and services. The accompanying consolidated financial statements include the accounts of Gardner Denver Holdings, Inc. and its majority-owned subsidiaries (collectively referred to herein as “Gardner Denver” or the “Company”). The financial information presented as of any date other than December 31, 2016 has been prepared from the books and records of the Company without audit. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for a fair presentation of such financial statements. All intercompany transactions and accounts have been eliminated in consolidation. The Company’s unaudited interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in our prospectus, dated May 11, 2017, filed with the Securities and Exchange Commission (“SEC”) in accordance with Rule 424(b) of the Securities Act of 1933, as amended, on May 15, 2017. The results of operations for the interim periods ended June 30, 2017 are not necessarily indicative of the results to be expected for the full year. The balance sheet at December 31, 2016 has been derived from the Company’s audited financial statements as of that date but does not include all of the information and notes required by GAAP for complete financial statements. The Company’s initial public offering of shares of common stock was completed in May 2017. In connection with the offering, the Company sold a total of 47,495,000 shares of common stock for cash consideration of $20.00 per share ($18.90 per share net of underwriting discounts) and received proceeds of $949.9 million. Expenses for underwriting discounts and commissions related to this offering totaled approximately $52.2 million, resulting in net proceeds of $897.7 million. Additional expenses directly related to the initial public offering of $4.3 million were incurred and recorded as a reduction to the “Capital in excess of par value” line in the Condensed Consolidated Balance Sheets. As of June 30, 2017, $0.4 million has been paid from cash on hand and $3.9 million is recorded to the “Accounts payable” line in the Condensed Consolidated Balance Sheets. After the completion of the initial public offering, affiliates of Kohlberg Kravis Roberts & Co. L.P. continue to control a majority of the voting power of the Company’s common stock. As a result, the Company is considered a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange (“NYSE”). |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring [Abstract] | |
Restructuring Programs by Segment | The following table summarizes the activity associated with the Company’s restructuring programs by segment for the six month periods ended June 30, 2017 and 2016: Industrials Program Energy Program Medical Program Total Balance at December 31, 2016 $ 11.1 $ 5.6 $ 4.2 $ 20.9 Charged to expense - termination benefits 0.7 (0.6 ) (0.1 ) - Charged to expense - other 1.2 0.7 0.2 2.1 Payments (7.2 ) (3.4 ) (2.0 ) (12.6 ) Other, net 0.6 - 0.2 0.8 Balance at June 30, 2017 $ 6.4 $ 2.3 $ 2.5 $ 11.2 Industrials Program Energy Program Medical Program Total Balance at December 31, 2015 $ 2.0 $ - $ - $ 2.0 Charged to expense - termination benefits 12.0 - - 12.0 Charged to expense - other 0.4 - - 0.4 Payments (3.7 ) - - (3.7 ) Other, net (0.1 ) - - (0.1 ) Balance at June 30, 2016 $ 10.6 $ - $ - $ 10.6 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventories [Abstract] | |
Inventories | Inventories as of June 30, 2017 and December 31, 2016 consisted of the following: June 30, 2017 December 31, 2016 Raw materials, including parts and subassemblies $ 331.6 $ 312.9 Work-in-process 59.4 45.3 Finished goods 78.9 69.8 469.9 428.0 Excess of LIFO costs over FIFO costs 15.9 15.9 Inventories $ 485.8 $ 443.9 |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill Attributable to Each Reportable Segment | The changes in the carrying amount of goodwill attributable to each reportable segment for the six month period ended June 30, 2017 are presented in the table below: Industrials Energy Medical Total Balance as of December 31, 2016 $ 515.8 $ 439.9 $ 199.0 $ 1,154.7 Acquisition 7.9 - - 7.9 Foreign currency translation and other (1) 23.5 9.8 4.2 37.5 Balance as of June 30, 2017 $ 547.2 $ 449.7 $ 203.2 $ 1,200.1 (1) During the six months ended June 30, 2017, the Company recorded an increase in goodwill of $0.4 million as a result of measurement period adjustments in the Medical segment. |
Intangible Assets | Other intangible assets at June 30, 2017 and December 31, 2016 consist of the following: June 30, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Customer lists and relationships $ 1,200.6 $ (410.0 ) $ 1,160.5 $ (345.5 ) Acquired technology 7.7 (2.6 ) 7.1 (2.2 ) Trademarks 29.8 (8.8 ) 27.4 (6.9 ) Backlog 63.3 (63.3 ) 60.3 (60.3 ) Other 43.5 (19.3 ) 36.4 (16.4 ) Unamortized intangible assets: Trademarks 618.9 - 609.5 - Total other intangible assets $ 1,963.8 $ (504.0 ) $ 1,901.2 $ (431.3 ) |
Amortization of Intangible Assets | Amortization of intangible assets for the three and six month periods ended June 30, 2017 and 2016 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Intangible asset amortization expense $ 30.5 $ 30.5 $ 58.1 $ 60.1 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued liabilities as of June 30, 2017 and December 31, 2016 consisted of the following: June 30, 2017 December 31, 2016 Salaries, wages and related fringe benefits $ 67.2 $ 56.5 Restructuring 10.3 20.2 Taxes 34.6 37.1 Advance payments on sales contracts 59.1 43.0 Product warranty 21.7 21.7 Accrued interest 0.3 15.5 Other 55.2 64.5 Total accrued liabilities $ 248.4 $ 258.5 |
Accrued Product Warranty Liability | A reconciliation of the changes in the accrued product warranty liability for the three and six month periods ended June 30, 2017 and 2016 are as follows: Three Months Ended June 30, 2017 Three Months Ended June 30, 2016 Six Months Ended June 30, 2017 Six Months Ended June 30, 2016 Balance at beginning of period $ 22.5 $ 26.4 $ 21.7 $ 27.6 Product warranty accruals 5.2 3.7 11.1 8.6 Settlements (6.7 ) (5.3 ) (12.1 ) (11.6 ) Charged to other accounts (1) 0.7 (0.6 ) 1.0 (0.4 ) Balance at end of period $ 21.7 $ 24.2 $ 21.7 $ 24.2 (1) Includes primarily the effects of foreign currency translation adjustments for the Company’s subsidiaries with functional currencies other than the USD, and changes in the accrual related to acquisitions. |
Pension and Other Postretirem30
Pension and Other Postretirement Benefits (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Pension and Other Postretirement Benefits [Abstract] | |
Net Periodic Benefit Cost | The following table summarizes the components of net periodic benefit cost for the Company’s defined benefit pension plans and other postretirement benefit plans recognized for the three and six month periods ended June 30, 2017 and 2016: Pension Benefits Other Postretirement U.S. Plans Non-U.S. Plans Benefits Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Service cost $ - $ - $ 0.5 $ 0.9 $ - $ - Interest cost 0.6 1.1 1.9 3.8 - 0.1 Expected return on plan assets (1.1 ) (2.2 ) (2.6 ) (5.1 ) - - Recognition of: Unrecognized prior service cost - - - - - - Unrecognized net actuarial loss - - 1.2 2.4 - - $ (0.5 ) $ (1.1 ) $ 1.0 $ 2.0 $ - $ 0.1 Pension Benefits Other Postretirement U.S. Plans Non-U.S. Plans Benefits Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Service cost $ - $ - $ 0.4 $ 0.9 $ - $ - Interest cost 0.7 1.3 2.5 5.0 - 0.1 Expected return on plan assets (1.1 ) (2.3 ) (3.1 ) (6.2 ) - - Recognition of: Unrecognized prior service cost - - - - - - Unrecognized net actuarial loss - - 0.8 1.6 - - $ (0.4 ) $ (1.0 ) $ 0.6 $ 1.3 $ - $ 0.1 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt [Abstract] | |
Debt | The Company’s debt at June 30, 2017 and December 31, 2016 is summarized as follows: June 30, 2017 December 31, 2016 Short-term borrowings $ - $ - Long-term debt: Revolving credit facility, due 2020 $ - $ - Receivables financing agreement, due 2019 - - Term loan denominated in U.S. dollars, due 2020 (1) 1,553.1 1,833.2 Term loan denominated in Euros, due 2020 (2) 438.5 405.5 Senior notes, due 2021 (3) - 575.0 Second mortgages (4) 1.8 1.9 Capitalized leases and other long-term debt 21.3 21.6 Unamortized debt issuance costs (32.2 ) (58.9 ) Total long-term debt, net, including current maturities 1,982.5 2,778.3 Current maturities of long-term debt 5.9 24.5 Total long-term debt, net $ 1,976.6 $ 2,753.8 (1) At June 30, 2017, the applicable interest rate was 4.55%, and the weighted-average rate was 4.56% for the six month period ended June 30, 2017. This amount is shown net of unamortized discounts of $3.7 million and $5.0 million as of June 30, 2017 and December 31, 2016, respectively. (2) At June 30, 2017, the applicable interest rate was 4.75%, and the weighted-average rate was 4.75% for the six month period ended June 30, 2017. This amount is shown net of unamortized discounts of $1.2 million and $1.4 million as of June 30, 2017 and December 31, 2016, respectively. (3) This amount consists of the $575.0 million aggregate principal 6.875% senior notes due 2021 that were entered into in connection with the KKR transaction on July 30, 2013. Interest on the Senior Notes is payable on February 15 and August 15 of each year. (4) This amount consists of a fixed-rate 4.80% commercial loan with an outstanding balance of €1.6 million at June 30, 2017. This loan is secured by the Company’s facility in Bad Neustadt, Germany. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Award Plan Activity | A summary of the Company’s stock-based award plan activity, including stock options and SARs, for the six month period ended June 30, 2017 is presented in the following table (underlying shares in thousands): Shares Weighted-Average Exercise Price (per share) Outstanding at December 31, 2016 13,285 $ 8.85 Granted 799 $ 20.00 Settled (77 ) $ 8.17 Forfeited (819 ) $ 8.21 Outstanding at June 30, 2017 13,188 $ 9.51 Vested at June 30, 2017 6,697 $ 8.73 |
Assumptions Used to Estimate Fair Value of Options Granted | The following assumptions were used to estimate the fair value of options granted during the six months ended June 30, 2017 using the Black-Scholes option-pricing model. Six Months Ended June 30, 2017 Assumptions: Expected life of options (in years) 5.00 - 6.25 Risk-free interest rate 1.94 - 2.12 % Assumed volatility 41.20 - 45.80 % Expected dividend rate 0.00 % |
Summary of Assumptions Used to Estimate Fair Value of DSUs Granted | The following assumptions were used to estimate the fair value of DSUs granted during the six months ended June 30, 2017 using the Finnerty discount for lack of marketability pricing model: Six Months Ended June 30, 2017 Assumptions: Average length of holding period restrictions (years) 1.42 Assumed volatility 51.5 % |
Accumulated Other Comprehensi33
Accumulated Other Comprehensive (Loss) Income (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accumulated Other Comprehensive (Loss) Income [Abstract] | |
Accumulated Other Comprehensive (Loss) Income Balances | The before tax income (loss), related income tax effect and accumulated balances are as follows: For the Three Months Ended June 30, 2017 For the Six Months Ended June 30, 2017 Before-Tax Amount Tax Benefit or (Expense) Net of Tax Amount Before-Tax Amount Tax Benefit or (Expense) Net of Tax Amount Foreign currency translation adjustments, net $ 64.2 $ - $ 64.2 $ 89.9 $ - $ 89.9 Foreign currency (losses) gains, net (41.5 ) 15.9 (25.6 ) (47.7 ) 18.3 (29.4 ) Unrecognized (losses) gains on cash flow hedges, net (1.4 ) (0.1 ) (1.5 ) 3.4 (1.9 ) 1.5 Pension and other postretirement benefit prior service cost and gain or loss, net (2.3 ) 0.8 (1.5 ) (2.3 ) 1.0 (1.3 ) Other comprehensive income $ 19.0 $ 16.6 $ 35.6 $ 43.3 $ 17.4 $ 60.7 For the Three Months Ended June 30, 2016 For the Six Months Ended June 30, 2016 Before-Tax Amount Tax (Expense) or Benefit Net of Tax Amount Before-Tax Amount Tax (Expense) or Benefit Net of Tax Amount Foreign currency translation adjustments, net $ (36.8 ) $ - (36.8 ) $ 5.2 $ - $ 5.2 Foreign currency gains (losses), net 19.4 (6.3 ) 13.1 (9.9 ) 4.2 (5.7 ) Unrecognized gains (losses) on cash flow hedges, net (6.6 ) 2.5 (4.1 ) (23.7 ) 9.0 (14.7 ) Pension and other postretirement benefit prior service cost and gain or loss, net 4.5 (0.8 ) 3.7 5.9 (1.1 ) 4.8 Other comprehensive income (loss) $ (19.5 ) $ (4.6 ) $ (24.1 ) $ (22.5 ) $ 12.1 $ (10.4 ) |
Changes in Accumulated Other Comprehensive (Loss) Income | Changes in accumulated other comprehensive (loss) income by component for the six month periods ended June 30, 2017 and 2016 are presented in the following tables (1) Cumulative Currency Translation Adjustment Foreign Currency Gains and (Losses) Unrealized (Losses) Gains on Cash Flow Hedges Pension and Postretirement Benefit Plans Total Balance at December 31, 2016 $ (324.2 ) $ 88.6 $ (42.2 ) $ (64.6 ) $ (342.4 ) Other comprehensive income (loss) before reclassifications 89.9 (29.4 ) (4.6 ) (2.8 ) 53.1 Amounts reclassified from accumulated other comprehensive (loss) income - - 6.1 1.5 7.6 Net current-period other comprehensive income (loss) 89.9 (29.4 ) 1.5 (1.3 ) 60.7 Balance at June 30, 2017 $ (234.3 ) $ 59.2 $ (40.7 ) $ (65.9 ) $ (281.7 ) Cumulative Currency Translation Adjustment Foreign Currency Gains and (Losses) Unrealized (Losses) Gains on Cash Flow Hedges Pension and Postretirement Benefit Plans Total Balance at December 31, 2015 $ (248.0 ) $ 75.0 $ (41.3 ) $ (51.3 ) $ (265.6 ) Other comprehensive income (loss) before reclassifications 5.2 (5.7 ) (18.7 ) 3.8 (15.4 ) Amounts reclassified from accumulated other comprehensive (loss) income - - 4.0 1.0 5.0 Net current-period other comprehensive income (loss) 5.2 (5.7 ) (14.7 ) 4.8 (10.4 ) Balance at June 30, 2016 $ (242.8 ) $ 69.3 $ (56.0 ) $ (46.5 ) $ (276.0 ) (1) All amounts are net of tax. Amounts in parentheses indicate debits. |
Reclassifications out of Accumulated Other Comprehensive (Loss) Income | Reclassifications out of accumulated other comprehensive (loss) income for the six month periods ended June 30, 2017 and 2016 are presented in the following table: Amount Reclassified from Accumulated Other Comprehensive (Loss) Income Details about Accumulated Other Comprehensive (Loss) Income Components For the Six Month Period Ended June 30, 2017 For the Six Month Period Ended June 30, 2016 Affected Line in the Statement Where Net Income is Presented Loss on cash flow hedges - interest rate swaps $ 9.8 $ 6.4 Interest expense 9.8 6.4 Total before tax (3.7 ) (2.4 ) Provision (benefit) for income taxes $ 6.1 $ 4.0 Net of tax Amortization of defined benefit pension and other postretirement benefit items $ 2.4 $ 1.6 (1) 2.4 1.6 Total before tax (0.9 ) (0.6 ) Provision (benefit) for income taxes $ 1.5 $ 1.0 Net of tax Total reclassifications for the period $ 7.6 $ 5.0 Net of tax (1) These components are included in the computation of net periodic benefit cost. See Note 7 “Pension and Other Postretirement Benefits” for additional details. |
Hedging Activities and Fair V34
Hedging Activities and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Hedging Activities and Fair Value Measurements [Abstract] | |
Summary of Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type | The following table summarizes the notional amounts, fair values and classification of the Company’s outstanding derivatives by risk category and instrument type within the Condensed Consolidated Balance Sheets at June 30, 2017 and December 31, 2016: June 30, 2017 Derivative Classification Notional Amount (1) Fair Value (1) Other Current Assets Fair Value (1) Other Assets Fair Value (1) Accrued Liabilities Fair Value (1) Other Liabilities Derivatives Designated as Hedging Instruments Cross currency interest rate swap contracts Net Investment $ 200.0 $ - $ 12.7 $ - $ - Interest rate swap contracts Cash Flow $ 1,125.0 $ - $ - $ 6.9 $ 53.6 Derivatives Not Designated as Hedging Instruments Foreign currency forwards Fair Value $ 25.3 $ 0.2 $ - $ - $ - Foreign currency forwards Fair Value $ 69.9 $ - $ - $ 1.4 $ - December 31, 2016 Derivative Classification Notional Amount (1) Fair Value (1) Other Current Assets Fair Value (1) Other Assets Fair Value (1) Liabilities Fair Value (1) Liabilities Derivatives Designated as Hedging Instruments Cross currency interest rate swap contracts Net Investment $ 200.0 $ - $ 26.8 $ - $ - Interest rate swap contracts Cash Flow $ 1,125.0 $ - $ - $ 16.3 $ 47.2 Derivatives Not Designated as Hedging Instruments Foreign currency forwards Fair Value $ 79.0 $ 0.9 $ - $ - $ - Foreign currency forwards Fair Value $ 42.8 $ - $ - $ 0.2 $ - (1) Notional amounts represent the gross contract amounts of the outstanding derivatives excluding the total notional amount of positions that have been effectively closed through offsetting positions. The net gains and net losses associated with positions that have been effectively closed through offsetting positions but not yet settled are included in the asset and liability derivatives fair value columns, respectively. |
Gains and Losses on Derivatives Designated as Cash Flow Hedges | Gains and losses on derivatives designated as cash flow hedges included in the Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and six month periods ended June 30, 2017 and 2016, are as presented in the table below: For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2017 2016 2017 2016 Interest rate swap contracts (1) Loss recognized in AOCI on derivatives (effective portion) $ (6.1 ) $ (9.9 ) $ (6.3 ) $ (30.2 ) Loss reclassified from AOCI into income (effective portion) (4.7 ) (3.4 ) (9.8 ) (6.4 ) Gain recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing) - 0.7 - 0.7 (1) Losses on derivatives reclassified from accumulated other comprehensive income (“AOCI”) into income (effective portion) were included in “Interest expense” in the Condensed Consolidated Statements of Operations. Ineffective portions of changes in the fair value of cash flow hedges were recognized in earnings and included in “Interest expense” in the Condensed Consolidated Statements of Operations. |
(Losses) Gains on Derivative Instruments Not Designated as Accounting Hedges and Total Net Foreign Currency (Losses) Gains | The Company’s (losses) gains on derivative instruments not designated as accounting hedges and total net foreign currency (losses) gains for the three and six month periods ended June 30, 2017 and 2016 were as follows: For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2017 2016 2017 2016 Foreign currency forward contracts (losses) gains $ (2.7 ) $ 13.6 $ (4.9 ) $ 12.2 Total net foreign currency (losses) gains (4.0 ) 6.0 (4.7 ) 3.0 |
Changes in Value of Debt and Designated Interest Rate Swaps | The Company’s gains and (losses), net of income tax, associated with changes in the value of debt and designated interest rate swaps for the three month and six month periods ended June 30, 2017 and 2016, and the net balance of such gains and (losses) included in accumulated other comprehensive income for the same periods were as follows: For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2017 2016 2017 2016 (Loss) gain, net of income tax, recorded through other comprehensive income $ (25.7 ) $ 10.5 $ (29.6 ) $ (6.5 ) Balance included in accumulated other comprehensive (loss) income at June 30, 2017 and 2016, respectively $ 52.7 $ 59.2 |
Assets and Liabilities Measured at Fair Value | The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2017: Level 1 Level 2 Level 3 Total Financial Assets Foreign currency forwards (1) $ - $ 0.2 $ - $ 0.2 Cross currency interest rate swaps (2) - 12.7 - 12.7 Trading securities held in deferred compensation plan (3) 4.9 - - 4.9 Total $ 4.9 $ 12.9 $ - $ 17.8 Financial Liabilities Foreign currency forwards (1) $ - $ 1.4 $ - $ 1.4 Interest rate swaps (4) - 60.5 - 60.5 Deferred compensation plan (3) 4.9 - - 4.9 Total $ 4.9 $ 61.9 $ - $ 66.8 (1) Based on calculations that use readily observable market parameters as their basis, such as spot and forward rates. (2) Based on observable foreign exchange market pricing parameters such as spot and forward rates and the present value of all expected future cash flows. The present value calculation incorporates foreign exchange market pricing, discount rates, and credit quality adjustments of the Company and its counterparties. (3) Based on the quoted price of publicly traded mutual funds which are classified as trading securities and accounted for using the mark-to-market method. (4) Measured as the present value of all expected future cash flows based on the LIBOR-based swap yield curves as of June 30, 2017. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties. |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Income Taxes [Abstract] | |
Benefit for Income Taxes and Effective Income Tax Rate | The following table summarizes the Company’s benefit for income taxes and effective income tax rate for the three and six month periods ended June 30, 2017 and 2016: For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2017 2016 2017 2016 Loss before income taxes $ (190.2 ) $ (15.0 ) $ (198.8 ) $ (38.1 ) Benefit for income taxes $ (43.9 ) $ (10.9 ) $ (45.6 ) $ (24.1 ) Effective income tax rate 23.1 % 72.9 % 22.9 % 63.4 % |
Supplemental Information (Table
Supplemental Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Supplemental Information [Abstract] | |
Other Operating Expense, Net | The components of “Other operating expense, net” for the three month and six month periods ended June 30, 2017 and 2016 are as follows: For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2017 2016 2017 2016 Other Operating Expense, Net Foreign currency losses (gains), net $ 4.0 $ (6.0 ) $ 4.7 $ (3.0 ) Restructuring charges, net (1) 0.4 10.9 2.1 12.3 Environmental remediation expenses (2) (0.1 ) - 0.9 - Stock-based compensation expense (3) 156.2 - 156.2 - Other, net 0.9 2.2 5.4 4.4 Total other operating expense, net $ 161.4 $ 7.1 $ 169.3 $ 13.7 (1) See Note 3 “Restructuring.” (2) Estimated environmental remediation costs recorded on an undiscounted basis for a former production facility. (3) Represents stock-based compensation expense recognized for stock options outstanding ($61.4 million) and DSUs granted to employees at the date of the initial public offering ($94.8 million) under the 2013 Stock Incentive Plan. |
Segment Results (Tables)
Segment Results (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Results [Abstract] | |
Summarized Financial Information on Operations by Reportable Segment | The following table provides summarized information about the Company’s operations by reportable segment and reconciles Segment Adjusted EBITDA to Loss Before Income Taxes for the three month and six month periods ended June 30, 2017 and 2016: For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2017 2016 (1) 2017 2016 (1) Revenue Industrials $ 282.8 $ 280.8 $ 530.8 $ 537.9 Energy 239.5 123.5 417.7 248.0 Medical 56.8 57.7 112.3 113.1 Total Revenue $ 579.1 $ 462.0 $ 1,060.8 $ 899.0 Segment Adjusted EBITDA Industrials $ 63.4 $ 54.6 $ 110.6 $ 100.6 Energy 62.2 24.5 100.6 48.2 Medical 15.4 13.9 30.1 28.2 Total Segment Adjusted EBITDA $ 141.0 $ 93.0 $ 241.3 $ 177.0 Less items to reconcile Segment Adjusted EBITDA to Loss Before Income Taxes: Corporate expenses not allocated to segments $ 8.9 $ 6.4 $ 17.1 $ 13.6 Interest expense 39.5 42.7 85.3 85.8 Depreciation and amortization expense 43.8 42.7 83.5 84.0 Impairment of goodwill and other intangible assets (a) - 1.5 - 1.5 Sponsor fees and expenses (b) 16.2 1.0 17.3 2.0 Restructuring and related business transformation costs (c) 5.6 18.7 14.2 28.0 Acquisition related expenses and non-cash charges (d) 1.2 0.8 1.9 1.6 Environmental remediation loss reserve (e) (0.1 ) - 0.9 - Expenses related to initial public offering (f) 3.9 - 6.5 - Stock-based compensation (g) 156.2 - 156.2 - Loss on extinguishment of debt (h) 50.4 - 50.4 - Other adjustments (i) 5.6 (5.8 ) 6.8 (1.4 ) Loss Before Income Taxes: $ (190.2 ) $ (15.0 ) $ (198.8 ) $ (38.1 ) (1) In the fourth quarter of fiscal 2016, the Company modified its methodology for presenting reconciling items from Loss Before Income Taxes. The reconciling items for the three and six month periods ended June 30, 2016 have been restated to conform to the methodology used in the three and six month periods ended June 30, 2017, and included the following: (a) Represents non-cash charges for impairment of goodwill and other intangible assets. (b) Represents management fees and expenses paid to KKR, including a monitoring agreement termination fee of $16.2 million paid in the three month period ending June 30, 2017. (c) Restructuring and related business transformation costs consist of the following: For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2017 2016 2017 2016 Restructuring charges $ 0.4 $ 10.9 $ 2.1 $ 12.3 Severance, sign-on, relocation and executive search costs 0.6 1.8 1.6 7.0 Facility reorganization, relocation and other costs 1.8 2.9 2.9 3.6 Information technology infrastructure transformation 2.0 0.3 2.7 0.4 (Gains) losses on asset and business disposals (0.5 ) - 2.5 - Consultant and other advisor fees 0.8 2.2 1.2 3.7 Other, net 0.5 0.6 1.2 1.0 Total restructuring and related business transformation costs $ 5.6 $ 18.7 $ 14.2 $ 28.0 (d) Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs and non-cash charges and credits arising from fair value purchase accounting adjustments. (e) Represents estimated environmental remediation costs and losses relating to a former production facility. (f) Represents expenses related to the Company’s initial public offering. (g) Represents stock-based compensation expense recognized for stock options outstanding ($61.4 million) and DSUs granted to employees at the date of the initial public offering ($94.8 million) under the 2013 Stock Incentive Plan. (h) Represents losses on extinguishment of the senior notes and a portion of the U.S. term loan. (i) Includes (i) foreign exchange gains and losses, (ii) effects of amortization of prior service costs and amortization of gains in pension and other postretirement benefits (OPEB) expense, (iii) certain legal and compliance costs and (iv) other miscellaneous adjustments. |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Loss Per Share [Abstract] | |
Basic and Diluted Loss per Share | The computations of basic and diluted loss per share are as follows: For the Three Month Period Ended June 30, For the Six Month Period Ended June 30, 2017 2016 2017 2016 Net loss $ (146.3 ) $ (4.1 ) $ (153.2 ) $ (14.0 ) Less: Net income (loss) attributable to noncontrolling interests - (0.2 ) 0.1 (0.5 ) Net Loss Attributable to Gardner Denver Holdings, Inc. $ (146.3 ) $ (3.9 ) $ (153.3 ) $ (13.5 ) Average shares outstanding: Basic 176.9 150.5 162.8 149.6 Diluted 176.9 150.5 162.8 149.6 Loss per share: Basic $ (0.83 ) $ (0.03 ) $ (0.94 ) $ (0.09 ) Diluted $ (0.83 ) $ (0.03 ) $ (0.94 ) $ (0.09 ) |
Condensed Consolidated Financ39
Condensed Consolidated Financial Statements (Details) - USD ($) $ / shares in Units, $ in Millions | May 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from initial public offering | $ 949.9 | $ 897.3 | $ 2.9 |
Expenses associated with initial public offering | 52.2 | ||
Proceeds from initial public offering, net of expenses | $ 897.7 | ||
Additional expenses related to initial public offering paid from cash on hand | 0.4 | ||
Additional expenses related to initial public offering recorded to accounts payable | $ 3.9 | ||
Common Stock [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock sold in initial public offering (in shares) | 47,495,000 | 47,495,000 | 0 |
Share price (in dollars per share) | $ 20 | ||
Share price, net of underwriting discounts (in dollars per share) | $ 18.90 | ||
Capital in Excess of Par Value [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Additional expenses related to initial public offering | $ 4.3 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Millions | Jun. 05, 2017 | Mar. 03, 2017 | Aug. 31, 2016 | Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 |
Business Combinations [Abstract] | ||||||
Net cash paid to acquire business | $ 18.8 | $ 0 | ||||
LeROI [Member] | ||||||
Business Combinations [Abstract] | ||||||
Percentage interest acquired | 100.00% | |||||
Net cash paid to acquire business | $ 20.5 | |||||
Holdback recorded in accrued liabilities | 2 | |||||
Goodwill deductible for tax purposes | $ 0 | |||||
Tamrotor Kompressorit Oy [Member] | ||||||
Business Combinations [Abstract] | ||||||
Non-controlling ownership interest acquired | 49.00% | |||||
Cash consideration for acquisition of non-controlling interest | $ 5.2 | |||||
Holdback recorded in accrued liabilities | 0.5 | |||||
Tamrotor Kompressorit Oy [Member] | Capital in Excess of Par Value [Member] | ||||||
Business Combinations [Abstract] | ||||||
Acquisition of non-controlling interest | 2.3 | |||||
Tamrotor Kompressorit Oy [Member] | Accumulated Other Comprehensive Loss [Member] | ||||||
Business Combinations [Abstract] | ||||||
Acquisition of non-controlling interest | $ 1.5 | |||||
ILS Innovative Laborsysteme GmbH and Zinsser Analytic GmbH [Member] | ||||||
Business Combinations [Abstract] | ||||||
Percentage interest acquired | 100.00% | |||||
Net cash paid to acquire business | $ 18.8 | $ 0.3 | ||||
Goodwill deductible for tax purposes | $ 0 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Restructuring Program [Roll Forward] | |||
Balance at beginning of period | $ 20.9 | $ 2 | |
Charged to expense - termination benefits | 0 | 12 | |
Charged to expense - other | 2.1 | 0.4 | |
Payments | (12.6) | (3.7) | |
Other, net | 0.8 | (0.1) | |
Balance at end of period | 11.2 | 10.6 | |
Restructuring Reserves [Abstract] | |||
Restructuring reserves included in accrued liabilities | 10.3 | $ 20.2 | |
Restructuring reserves included in other liabilities | 0.9 | $ 0.7 | |
Industrials Restructuring Program [Member] | |||
Restructuring Program [Roll Forward] | |||
Balance at beginning of period | 11.1 | 2 | |
Charged to expense - termination benefits | 0.7 | 12 | |
Charged to expense - other | 1.2 | 0.4 | |
Payments | (7.2) | (3.7) | |
Other, net | 0.6 | (0.1) | |
Balance at end of period | 6.4 | 10.6 | |
Industrials Restructuring Program [Member] | Minimum [Member] | |||
Restructuring Costs [Abstract] | |||
Restructuring costs expected to be incurred | 40 | ||
Industrials Restructuring Program [Member] | Maximum [Member] | |||
Restructuring Costs [Abstract] | |||
Restructuring costs expected to be incurred | 45 | ||
Industrials Restructuring Program [Member] | Other Operating Expense, Net [Member] | |||
Restructuring Costs [Abstract] | |||
Restructuring costs incurred to date | 34.7 | ||
Energy Restructuring Program [Member] | |||
Restructuring Program [Roll Forward] | |||
Balance at beginning of period | 5.6 | 0 | |
Charged to expense - termination benefits | (0.6) | 0 | |
Charged to expense - other | 0.7 | 0 | |
Payments | (3.4) | 0 | |
Other, net | 0 | 0 | |
Balance at end of period | 2.3 | 0 | |
Energy Restructuring Program [Member] | Minimum [Member] | |||
Restructuring Costs [Abstract] | |||
Restructuring costs expected to be incurred | 6 | ||
Energy Restructuring Program [Member] | Maximum [Member] | |||
Restructuring Costs [Abstract] | |||
Restructuring costs expected to be incurred | 7 | ||
Energy Restructuring Program [Member] | Other Operating Expense, Net [Member] | |||
Restructuring Costs [Abstract] | |||
Restructuring costs incurred to date | 5.8 | ||
Medical Restructuring Program [Member] | |||
Restructuring Program [Roll Forward] | |||
Balance at beginning of period | 4.2 | 0 | |
Charged to expense - termination benefits | (0.1) | 0 | |
Charged to expense - other | 0.2 | 0 | |
Payments | (2) | 0 | |
Other, net | 0.2 | 0 | |
Balance at end of period | 2.5 | $ 0 | |
Medical Restructuring Program [Member] | Minimum [Member] | |||
Restructuring Costs [Abstract] | |||
Restructuring costs expected to be incurred | 5 | ||
Medical Restructuring Program [Member] | Maximum [Member] | |||
Restructuring Costs [Abstract] | |||
Restructuring costs expected to be incurred | 6 | ||
Medical Restructuring Program [Member] | Other Operating Expense, Net [Member] | |||
Restructuring Costs [Abstract] | |||
Restructuring costs incurred to date | $ 4.3 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Inventory, Net [Abstract] | ||
Raw materials, including parts and subassemblies | $ 331.6 | $ 312.9 |
Work-in-process | 59.4 | 45.3 |
Finished goods | 78.9 | 69.8 |
Total inventories | 469.9 | 428 |
Excess of LIFO costs over FIFO costs | 15.9 | 15.9 |
Inventories | $ 485.8 | $ 443.9 |
Goodwill and Other Intangible43
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | ||
Goodwill [Roll Forward] | ||||||
Balance at beginning of period | $ 1,154.7 | |||||
Acquisition | 7.9 | |||||
Foreign currency translation and other | [1] | 37.5 | ||||
Balance at end of period | $ 1,200.1 | 1,200.1 | ||||
Goodwill impairment charges | 0 | 0 | ||||
Amortized intangible assets [Abstract] | ||||||
Accumulated amortization | (504) | (504) | $ (431.3) | |||
Unamortized intangible assets [Abstract] | ||||||
Total other intangible assets | 1,963.8 | 1,963.8 | 1,901.2 | |||
Intangible asset amortization expense | 30.5 | $ 30.5 | 58.1 | $ 60.1 | ||
Future Amortization of Intangible Assets [Abstract] | ||||||
2,018 | 115.5 | 115.5 | ||||
2,019 | 115.5 | 115.5 | ||||
2,020 | 115.5 | 115.5 | ||||
2,021 | 115.5 | 115.5 | ||||
2,022 | 115.5 | 115.5 | ||||
Industrials [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Balance at beginning of period | 515.8 | |||||
Acquisition | 7.9 | |||||
Foreign currency translation and other | [1] | 23.5 | ||||
Balance at end of period | 547.2 | 547.2 | ||||
Energy [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Balance at beginning of period | 439.9 | |||||
Acquisition | 0 | |||||
Foreign currency translation and other | [1] | 9.8 | ||||
Balance at end of period | 449.7 | 449.7 | ||||
Accumulated goodwill impairment losses | 563.9 | 563.9 | ||||
Medical [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Balance at beginning of period | 199 | |||||
Acquisition | 0 | |||||
Foreign currency translation and other | [1] | 4.2 | ||||
Balance at end of period | 203.2 | 203.2 | ||||
Increase in goodwill due to measurement period adjustment | 0.4 | |||||
Trademarks [Member] | ||||||
Unamortized intangible assets [Abstract] | ||||||
Gross carrying amount | 618.9 | 618.9 | 609.5 | |||
Customer Lists and Relationships [Member] | ||||||
Amortized intangible assets [Abstract] | ||||||
Gross carrying amount | 1,200.6 | 1,200.6 | 1,160.5 | |||
Accumulated amortization | (410) | (410) | (345.5) | |||
Acquired Technology [Member] | ||||||
Amortized intangible assets [Abstract] | ||||||
Gross carrying amount | 7.7 | 7.7 | 7.1 | |||
Accumulated amortization | (2.6) | (2.6) | (2.2) | |||
Trademarks [Member] | ||||||
Amortized intangible assets [Abstract] | ||||||
Gross carrying amount | 29.8 | 29.8 | 27.4 | |||
Accumulated amortization | (8.8) | (8.8) | (6.9) | |||
Backlog [Member] | ||||||
Amortized intangible assets [Abstract] | ||||||
Gross carrying amount | 63.3 | 63.3 | 60.3 | |||
Accumulated amortization | (63.3) | (63.3) | (60.3) | |||
Other [Member] | ||||||
Amortized intangible assets [Abstract] | ||||||
Gross carrying amount | 43.5 | 43.5 | 36.4 | |||
Accumulated amortization | $ (19.3) | $ (19.3) | $ (16.4) | |||
[1] | During the six months ended June 30, 2017, the Company recorded an increase in goodwill of $0.4 million as a result of measurement period adjustments in the Medical segment. |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | ||
Accrued Liabilities [Abstract] | ||||||
Salaries, wages and related fringe benefits | $ 67.2 | $ 67.2 | $ 56.5 | |||
Restructuring | 10.3 | 10.3 | 20.2 | |||
Taxes | 34.6 | 34.6 | 37.1 | |||
Advance payments on sales contracts | 59.1 | 59.1 | 43 | |||
Product warranty | 21.7 | 21.7 | 21.7 | |||
Accrued interest | 0.3 | 0.3 | 15.5 | |||
Other | 55.2 | 55.2 | 64.5 | |||
Total accrued liabilities | 248.4 | 248.4 | $ 258.5 | |||
Accrued Product Warranty Liability [Roll Forward] | ||||||
Balance at beginning of period | 22.5 | $ 26.4 | 21.7 | $ 27.6 | ||
Product warranty accruals | 5.2 | 3.7 | 11.1 | 8.6 | ||
Settlements | (6.7) | (5.3) | (12.1) | (11.6) | ||
Charged to other accounts | [1] | 0.7 | (0.6) | 1 | (0.4) | |
Balance at end of period | $ 21.7 | $ 24.2 | $ 21.7 | $ 24.2 | ||
[1] | Includes primarily the effects of foreign currency translation adjustments for the Company's subsidiaries with functional currencies other than the USD, and changes in the accrual related to acquisitions. |
Pension and Other Postretirem45
Pension and Other Postretirement Benefits (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Pension Benefits [Member] | U.S. Plans [Member] | ||||
Net Periodic Benefit Cost [Abstract] | ||||
Service cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest cost | 0.6 | 0.7 | 1.1 | 1.3 |
Expected return on plan assets | (1.1) | (1.1) | (2.2) | (2.3) |
Recognition of [Abstract] | ||||
Unrecognized prior service cost | 0 | 0 | 0 | 0 |
Unrecognized net actuarial loss | 0 | 0 | 0 | 0 |
Net periodic benefit cost | (0.5) | (0.4) | (1.1) | (1) |
Pension Benefits [Member] | Non-U.S. Plans [Member] | ||||
Net Periodic Benefit Cost [Abstract] | ||||
Service cost | 0.5 | 0.4 | 0.9 | 0.9 |
Interest cost | 1.9 | 2.5 | 3.8 | 5 |
Expected return on plan assets | (2.6) | (3.1) | (5.1) | (6.2) |
Recognition of [Abstract] | ||||
Unrecognized prior service cost | 0 | 0 | 0 | 0 |
Unrecognized net actuarial loss | 1.2 | 0.8 | 2.4 | 1.6 |
Net periodic benefit cost | 1 | 0.6 | 2 | 1.3 |
Other Postretirement Benefits [Member] | ||||
Net Periodic Benefit Cost [Abstract] | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 0 | 0 | 0.1 | 0.1 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Recognition of [Abstract] | ||||
Unrecognized prior service cost | 0 | 0 | 0 | 0 |
Unrecognized net actuarial loss | 0 | 0 | 0 | 0 |
Net periodic benefit cost | $ 0 | $ 0 | $ 0.1 | $ 0.1 |
Debt, Summary of Debt (Details)
Debt, Summary of Debt (Details) € in Millions, $ in Millions | Jun. 30, 2017USD ($) | Jun. 30, 2017EUR (€) | Dec. 31, 2016USD ($) | |
Debt [Abstract] | ||||
Short-term borrowings | $ 0 | $ 0 | ||
Long-Term Debt [Abstract] | ||||
Unamortized debt issuance costs | (32.2) | (58.9) | ||
Total long-term debt, net, including current maturities | 1,982.5 | 2,778.3 | ||
Current maturities of long-term debt | 5.9 | 24.5 | ||
Total long-term debt, net | 1,976.6 | 2,753.8 | ||
Revolving Credit Facility, Due 2020 [Member] | ||||
Long-Term Debt [Abstract] | ||||
Long-term debt | 0 | 0 | ||
Letters of credit outstanding | 17 | |||
Receivables Financing Agreement, Due 2019 [Member] | ||||
Long-Term Debt [Abstract] | ||||
Long-term debt | 0 | 0 | ||
Letters of credit outstanding | 29.4 | |||
Term Loan Denominated in U.S. Dollars Due 2020 [Member] | ||||
Long-Term Debt [Abstract] | ||||
Long-term debt | [1] | $ 1,553.1 | 1,833.2 | |
Interest rate | 4.55% | 4.55% | ||
Weighted-average interest rate | 4.56% | 4.56% | ||
Unamortized discounts | $ 3.7 | 5 | ||
Term Loan Denominated in Euros Due 2020 [Member] | ||||
Long-Term Debt [Abstract] | ||||
Long-term debt | [2] | $ 438.5 | 405.5 | |
Interest rate | 4.75% | 4.75% | ||
Weighted-average interest rate | 4.75% | 4.75% | ||
Unamortized discounts | $ 1.2 | 1.4 | ||
Senior Notes Due 2021 [Member] | ||||
Long-Term Debt [Abstract] | ||||
Long-term debt | [3] | $ 0 | 575 | |
Interest rate | 6.875% | 6.875% | ||
Second Mortgages [Member] | ||||
Long-Term Debt [Abstract] | ||||
Long-term debt | [4] | $ 1.8 | 1.9 | |
Interest rate | 4.80% | 4.80% | ||
Letters of credit outstanding | € | € 1.6 | |||
Capitalized Leases and Other Long-Term Debt [Member] | ||||
Long-Term Debt [Abstract] | ||||
Long-term debt | $ 21.3 | $ 21.6 | ||
[1] | At June 30, 2017, the applicable interest rate was 4.55%, and the weighted-average rate was 4.56% for the six month period ended June 30, 2017. This amount is shown net of unamortized discounts of $3.7 million and $5.0 million as of June 30, 2017 and December 31, 2016, respectively. | |||
[2] | At June 30, 2017, the applicable interest rate was 4.75%, and the weighted-average rate was 4.75% for the six month period ended June 30, 2017. This amount is shown net of unamortized discounts of $1.2 million and $1.4 million as of June 30, 2017 and December 31, 2016, respectively. | |||
[3] | This amount consists of the $575.0 million aggregate principal 6.875% senior notes due 2021 that were entered into in connection with the KKR transaction on July 30, 2013. Interest on the Senior Notes is payable on February 15 and August 15 of each year. | |||
[4] | This amount consists of a fixed-rate 4.80% commercial loan with an outstanding balance of Euro 1.6 million at June 30, 2017. This loan is secured by the Company's facility in Bad Neustadt, Germany. |
Debt, Senior Secured Credit Fac
Debt, Senior Secured Credit Facilities (Details) € in Millions, $ in Millions | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2014 | Mar. 04, 2016USD ($) | Jul. 30, 2013USD ($) | Jul. 30, 2013EUR (€) | |
LIBOR [Member] | ||||||
Interest Rate and Fees [Abstract] | ||||||
Basis spread on variable rate | 1.00% | |||||
Term of variable rate | 1 month | |||||
Federal Funds Effective Rate [Member] | ||||||
Interest Rate and Fees [Abstract] | ||||||
Basis spread on variable rate | 0.50% | |||||
Senior Secured Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 2,825 | |||||
Prepayments [Abstract] | ||||||
Percentage of annual excess cash flow for prepayment of outstanding loan | 50.00% | |||||
Percentage of annual excess cash flow for prepayment of outstanding loan under restrictive covenants | 25.00% | |||||
Percentage of the net cash proceeds of all non-ordinary course asset sales for prepayment of outstanding term loan | 100.00% | |||||
Percentage of net cash proceeds of any incurrence of debt for prepayment of outstanding term loan | 100.00% | |||||
Certain Covenants and Events of Default [Abstract] | ||||||
Consolidated Total Debt to Consolidated EBITDA ratio | 5 | |||||
Investments in unrestricted subsidiaries | $ 100 | |||||
Percentage of consolidated EBITDA | 25.00% | |||||
Senior Secured Credit Facility [Member] | Maximum [Member] | ||||||
Prepayments [Abstract] | ||||||
Consolidated secured debt to consolidated EBITDA ratio considered for prepayment of outstanding term loan under covenant one | 3.50 | |||||
Certain Covenants and Events of Default [Abstract] | ||||||
Letters of credit under restrictive covenant | $ 80 | |||||
Other non-cash collateralized letters of credit maximum amount under restrictive covenant | 25 | |||||
Aggregate amount of non-cash collateralized letters of credit outstanding | 120 | |||||
Provision of non-cash collateralized letters of credit outstanding | $ 50 | |||||
Senior Secured Credit Facility [Member] | Minimum [Member] | ||||||
Prepayments [Abstract] | ||||||
Consolidated secured debt to consolidated EBITDA ratio considered for prepayment of outstanding term loan under covenant two | 3 | |||||
Senior Secured Credit Facility [Member] | Condition One [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Consolidated senior secured debt to consolidated EBITDA ratio | 5.50 | |||||
EBITDA amount | $ 250 | |||||
Senior Secured Credit Facility [Member] | Condition Two [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Consolidated senior secured debt to consolidated EBITDA ratio | 4.50 | |||||
Dollar Term Loan Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 35 | $ 50 | 1,900 | |||
Repayment of outstanding amount | $ 276.8 | |||||
Amortization and Final Maturity [Abstract] | ||||||
Percentage of original principal amount for quarterly installment payment of debt amortization | 1.00% | |||||
Accrued and unpaid interest on borrowings | $ 1.5 | |||||
Write-off of unamortized debt issuance costs | 4.3 | |||||
Unamortized discounts on debt included in loss on debt extinguishment | $ 0.7 | |||||
Dollar Term Loan Facility [Member] | LIBOR [Member] | ||||||
Interest Rate and Fees [Abstract] | ||||||
Basis spread on variable rate | 1.00% | 3.25% | ||||
Dollar Term Loan Facility [Member] | Base Rate [Member] | ||||||
Interest Rate and Fees [Abstract] | ||||||
Basis spread on variable rate | 2.25% | |||||
Term Loan Denominated in Euros Due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | € | € 400 | |||||
Amortization and Final Maturity [Abstract] | ||||||
Percentage of original principal amount for quarterly installment payment of debt amortization | 1.00% | |||||
Term Loan Denominated in Euros Due 2020 [Member] | LIBOR [Member] | ||||||
Interest Rate and Fees [Abstract] | ||||||
Basis spread on variable rate | 1.00% | 3.75% | ||||
Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 360 | $ 400 | ||||
Decrease in borrowing capacity | $ 40 | |||||
Expected decrease in borrowing capacity next year | $ 269.9 | |||||
Letters of credit outstanding | 17 | |||||
Unused availability | $ 343 | |||||
Consolidated senior secured debt to consolidated EBITDA ratio | 7 | |||||
Interest Rate and Fees [Abstract] | ||||||
Commitment fee | 0.50% | |||||
Revolving Credit Facility [Member] | LIBOR [Member] | ||||||
Interest Rate and Fees [Abstract] | ||||||
Basis spread on variable rate | 0.00% | 3.25% | ||||
Revolving Credit Facility [Member] | Base Rate [Member] | ||||||
Interest Rate and Fees [Abstract] | ||||||
Basis spread on variable rate | 2.25% | |||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Consolidated senior secured debt to consolidated EBITDA ratio | 7.50 | |||||
Certain Covenants and Events of Default [Abstract] | ||||||
Aggregate amount of non-cash collateralized letters of credit outstanding | $ 300 | |||||
Revolving Credit Facility [Member] | Condition Three [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Consolidated senior secured debt to consolidated EBITDA ratio | 3 | |||||
Interest Rate and Fees [Abstract] | ||||||
Commitment fee | 0.375% | |||||
Revolving Credit Facility [Member] | Letter of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 200 |
Debt, Receivables Financing Agr
Debt, Receivables Financing Agreement (Details) € in Millions, $ in Millions | 6 Months Ended | ||
Jun. 30, 2017USD ($) | Jun. 30, 2017EUR (€) | May 31, 2016USD ($) | |
LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding borrowing | $ 1,556.7 | € 385 | |
Receivables Financing Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding borrowing | 0 | ||
Letters of credit outstanding | 29.4 | ||
Remaining borrowing capacity | $ 45.6 | ||
Letters of credit interest rate | 1.60% | ||
Prior notice period for prepayment of borrowings or letters of credit | 1 day | ||
Prior notice period for termination of agreement | 15 days | ||
Increase in aggregate borrowing capacity | $ 50 | ||
Aggregate borrowing capacity | $ 125 | ||
Receivables Financing Agreement [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.60% | 1.60% | |
Receivables Financing Agreement [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.60% | 1.60% | |
Receivables Financing Agreement [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Aggregate borrowing | $ 75 |
Debt, Senior Notes (Details)
Debt, Senior Notes (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jul. 30, 2013 | |
Debt Instrument [Line Items] | |||
Premium paid on senior notes | $ 29.7 | $ 0 | |
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 604.6 | ||
Percentage of principal amount redeemed | 105.156% | ||
Accrued and unpaid interest | $ 10.2 | ||
Write-off of unamortized debt issuance costs | 15.8 | ||
Premium paid on senior notes | $ 29.6 | ||
Senior Notes [Member] | Gardener Denver Inc. [Member] | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 575 | ||
Maturity date | Aug. 15, 2021 |
Stock-Based Compensation, Stock
Stock-Based Compensation, Stock-Based Award Plan Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accrued liabilities | $ 248.4 | $ 248.4 | $ 258.5 |
2013 Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant and reserved for issuance (in shares) | 20,900 | 20,900 | |
2013 Stock Incentive Plan [Member] | Equity Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 0 | ||
2013 Stock Incentive Plan [Member] | Stock Appreciation Rights (SARs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accrued liabilities | $ 10.5 | 10.5 | |
2013 Stock Incentive Plan [Member] | Performance Based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 61.4 | 61.4 | |
2013 Stock Incentive Plan [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 61.4 | ||
Unrecognized compensation expense | $ 16.3 | $ 16.3 | |
2013 Stock Incentive Plan [Member] | Stock Options and Stock Appreciation Rights [Member] | |||
Shares [Roll Forward] | |||
Outstanding, beginning balance (in shares) | 13,285 | ||
Granted (in shares) | 799 | ||
Settled (in shares) | (77) | ||
Forfeited (in shares) | (819) | ||
Outstanding, ending balance (in shares) | 13,188 | 13,188 | |
Vested (in shares) | 6,697 | 6,697 | |
Outstanding Weighted-Average Exercise Price [Abstract] | |||
Outstanding, beginning balance (in dollars per share) | $ 8.85 | ||
Granted (in dollars per share) | 20 | ||
Settled (in dollars per share) | 8.17 | ||
Forfeited (in dollars per share) | 8.21 | ||
Outstanding, ending balance (in dollars per share) | $ 9.51 | 9.51 | |
Vested (in dollars per share) | $ 8.73 | $ 8.73 | |
2013 Stock Incentive Plan [Member] | Time Based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 61.4 | $ 61.4 | |
2013 Stock Incentive Plan [Member] | 5 Years Vesting [Member] | Performance Based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of awards vesting | 50.00% | ||
2013 Stock Incentive Plan [Member] | 5 Years Vesting [Member] | Time Based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of awards vesting | 50.00% | ||
2013 Stock Incentive Plan [Member] | 4 Years Vesting [Member] | Performance Based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of awards vesting | 50.00% | ||
2013 Stock Incentive Plan [Member] | 4 Years Vesting [Member] | Time Based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of awards vesting | 50.00% | ||
2013 Stock Incentive Plan [Member] | 3 Years Vesting [Member] | Performance Based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of awards vesting | 50.00% | ||
2013 Stock Incentive Plan [Member] | 3 Years Vesting [Member] | Time Based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of awards vesting | 50.00% |
Stock-Based Compensation, Assum
Stock-Based Compensation, Assumptions Used to Estimate Fair Value of Options Granted (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | May 31, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Accrued liabilities | $ 248.4 | $ 248.4 | $ 258.5 | |
2013 Stock Incentive Plan [Member] | Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 61.4 | |||
Assumptions: | ||||
Expected dividend rate | 0.00% | |||
2013 Stock Incentive Plan [Member] | Stock Options [Member] | Minimum [Member] | ||||
Assumptions: | ||||
Expected life of options | 5 years | |||
Risk-free interest rate | 1.94% | |||
Assumed volatility | 41.20% | |||
2013 Stock Incentive Plan [Member] | Stock Options [Member] | Maximum [Member] | ||||
Assumptions: | ||||
Expected life of options | 6 years 3 months | |||
Risk-free interest rate | 2.12% | |||
Assumed volatility | 45.80% | |||
2013 Stock Incentive Plan [Member] | Deferred Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Deferred stock units authorized (in shares) | 5.5 | |||
Stock-based compensation expense | 94.8 | $ 94.8 | ||
Accrued liabilities | $ 3.4 | $ 3.4 | ||
Fair value of deferred stock units (in dollars per share) | $ 17.20 | |||
Initial public offering share price (in dollars per share) | $ 20 | |||
Assumptions: | ||||
Expected life of options | 1 year 5 months 1 day | |||
Assumed volatility | 51.50% |
Stock-Based Compensation, Ass52
Stock-Based Compensation, Assumptions Used to Estimate Fair Value of DSUs Granted (Details) - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2017 | May 31, 2017 | |
2013 Stock Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for grant and reserved for issuance (in shares) | 20.9 | |
2013 Stock Incentive Plan [Member] | Deferred Stock Units [Member] | ||
Assumptions [Abstract] | ||
Average length of holding period restrictions | 1 year 5 months 1 day | |
Assumed volatility | 51.50% | |
2017 Omnibus Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for grant and reserved for issuance (in shares) | 8.6 | |
Number of shares granted (in shares) | 0 |
Accumulated Other Comprehensi53
Accumulated Other Comprehensive (Loss) Income, Accumulated Other Comprehensive (Loss) Income Balances (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |||
Before-Tax Amount [Abstract] | ||||||
Foreign currency translation adjustments, net | $ 64.2 | $ (36.8) | $ 89.9 | $ 5.2 | ||
Foreign currency (losses) gains, net | (41.5) | 19.4 | (47.7) | (9.9) | ||
Unrecognized (losses) gains on cash flow hedges, net | (1.4) | (6.6) | 3.4 | (23.7) | ||
Pension and other postretirement benefit prior service cost and gain or loss, net | (2.3) | 4.5 | (2.3) | 5.9 | ||
Other comprehensive income (loss) | 19 | (19.5) | 43.3 | (22.5) | ||
Tax (Expense) or Benefit [Abstract] | ||||||
Foreign currency translation adjustments, net | 0 | 0 | 0 | 0 | ||
Foreign currency (losses) gains, net | 15.9 | (6.3) | 18.3 | 4.2 | ||
Unrecognized (losses) gains on cash flow hedges, net | (0.1) | 2.5 | (1.9) | 9 | ||
Pension and other postretirement benefit prior service cost and gain or loss, net | 0.8 | (0.8) | 1 | (1.1) | ||
Other comprehensive income (loss) | 16.6 | (4.6) | 17.4 | 12.1 | ||
Net of Tax Amount [Abstract] | ||||||
Foreign currency translation adjustments, net | 64.2 | (36.8) | 89.9 | 5.2 | ||
Foreign currency (losses) gains, net | (25.6) | 13.1 | (29.4) | (5.7) | ||
Unrecognized (losses) gains on cash flow hedges, net | (1.5) | (4.1) | 1.5 | (14.7) | ||
Pension and other postretirement benefit prior service cost and gain or loss, net | (1.5) | 3.7 | (1.3) | 4.8 | ||
Total other comprehensive income (loss), net of tax | $ 35.6 | $ (24.1) | $ 60.7 | [1] | $ (10.4) | [1] |
[1] | All amounts are net of tax. Amounts in parentheses indicate debits. |
Accumulated Other Comprehensi54
Accumulated Other Comprehensive (Loss) Income, Changes in Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||||
Balance at beginning of period | $ 265.9 | ||||||
Other comprehensive income (loss) before reclassifications | [1] | 53.1 | $ (15.4) | ||||
Amounts reclassified from accumulated other comprehensive (loss) income | [1] | 7.6 | 5 | ||||
Total other comprehensive income (loss), net of tax | $ 35.6 | $ (24.1) | 60.7 | [1] | (10.4) | [1] | |
Balance at end of period | 1,209 | 1,209 | |||||
Accumulated Other Comprehensive Income (Loss) [Member] | |||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||||
Balance at beginning of period | [1] | (342.4) | (265.6) | ||||
Balance at end of period | [1] | (281.7) | (276) | (281.7) | (276) | ||
Cumulative Currency Translation Adjustment [Member] | |||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||||
Balance at beginning of period | [1] | (324.2) | (248) | ||||
Other comprehensive income (loss) before reclassifications | [1] | 89.9 | 5.2 | ||||
Amounts reclassified from accumulated other comprehensive (loss) income | [1] | 0 | 0 | ||||
Total other comprehensive income (loss), net of tax | [1] | 89.9 | 5.2 | ||||
Balance at end of period | [1] | (234.3) | (242.8) | (234.3) | (242.8) | ||
Foreign Currency Gains and (Losses) [Member] | |||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||||
Balance at beginning of period | [1] | 88.6 | 75 | ||||
Other comprehensive income (loss) before reclassifications | [1] | (29.4) | (5.7) | ||||
Amounts reclassified from accumulated other comprehensive (loss) income | [1] | 0 | 0 | ||||
Total other comprehensive income (loss), net of tax | [1] | (29.4) | (5.7) | ||||
Balance at end of period | [1] | 59.2 | 69.3 | 59.2 | 69.3 | ||
Unrealized (Losses) Gains on Cash Flow Hedges [Member] | |||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||||
Balance at beginning of period | [1] | (42.2) | (41.3) | ||||
Other comprehensive income (loss) before reclassifications | [1] | (4.6) | (18.7) | ||||
Amounts reclassified from accumulated other comprehensive (loss) income | [1] | 6.1 | 4 | ||||
Total other comprehensive income (loss), net of tax | [1] | 1.5 | (14.7) | ||||
Balance at end of period | [1] | (40.7) | (56) | (40.7) | (56) | ||
Pension and Postretirement Benefit Plans [Member] | |||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||||||
Balance at beginning of period | [1] | (64.6) | (51.3) | ||||
Other comprehensive income (loss) before reclassifications | [1] | (2.8) | 3.8 | ||||
Amounts reclassified from accumulated other comprehensive (loss) income | [1] | 1.5 | 1 | ||||
Total other comprehensive income (loss), net of tax | [1] | (1.3) | 4.8 | ||||
Balance at end of period | [1] | $ (65.9) | $ (46.5) | $ (65.9) | $ (46.5) | ||
[1] | All amounts are net of tax. Amounts in parentheses indicate debits. |
Accumulated Other Comprehensi55
Accumulated Other Comprehensive (Loss) Income, Reclassifications out of Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Income Statement [Abstract] | |||||
Interest expense | $ 39.5 | $ 42.7 | $ 85.3 | $ 85.8 | |
Total before tax | (190.2) | (15) | (198.8) | (38.1) | |
Provision (benefit) for income taxes | 43.9 | 10.9 | 45.6 | 24.1 | |
Net of tax | $ (146.3) | $ (4.1) | (153.2) | (14) | |
Reclassification out of Accumulated Other Comprehensive (Loss) Income [Member] | |||||
Income Statement [Abstract] | |||||
Net of tax | 7.6 | 5 | |||
Loss on Cash Flow Hedges - Interest Rate Swaps [Member] | Reclassification out of Accumulated Other Comprehensive (Loss) Income [Member] | |||||
Income Statement [Abstract] | |||||
Interest expense | 9.8 | 6.4 | |||
Total before tax | 9.8 | 6.4 | |||
Provision (benefit) for income taxes | (3.7) | (2.4) | |||
Net of tax | 6.1 | 4 | |||
Amortization of Defined Benefit Pension and Other Postretirement Benefit Items [Member] | Reclassification out of Accumulated Other Comprehensive (Loss) Income [Member] | |||||
Income Statement [Abstract] | |||||
Net periodic benefit cost | [1] | 2.4 | 1.6 | ||
Total before tax | 2.4 | 1.6 | |||
Provision (benefit) for income taxes | (0.9) | (0.6) | |||
Net of tax | $ 1.5 | $ 1 | |||
[1] | These components are included in the computation of net periodic benefit cost. See Note 7 "Pension and Other Postretirement Benefits" for additional details. |
Hedging Activities and Fair V56
Hedging Activities and Fair Value Measurements, Hedging Activities and Derivative Instruments within the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Millions | 6 Months Ended | |||
Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | ||
Maximum [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Maturity period of foreign currency contracts | 1 year | |||
Cross Currency Interest Rate Swap Contracts [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Notional amount | $ 100 | |||
Cross Currency Interest Rate Swap Contracts [Member] | Derivatives Designated as Hedging Instruments [Member] | Net Investment [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Notional amount | [1] | $ 200 | $ 200 | |
Cross Currency Interest Rate Swap Contracts [Member] | Other Current Assets [Member] | Derivatives Designated as Hedging Instruments [Member] | Net Investment [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Assets fair value | [1] | 0 | 0 | |
Cross Currency Interest Rate Swap Contracts [Member] | Other Assets [Member] | Derivatives Designated as Hedging Instruments [Member] | Net Investment [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Assets fair value | [1] | 12.7 | 26.8 | |
Cross Currency Interest Rate Swap Contracts [Member] | Accrued Liabilities [Member] | Derivatives Designated as Hedging Instruments [Member] | Net Investment [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Liabilities fair value | [1] | 0 | 0 | |
Cross Currency Interest Rate Swap Contracts [Member] | Other Liabilities [Member] | Derivatives Designated as Hedging Instruments [Member] | Net Investment [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Liabilities fair value | [1] | 0 | 0 | |
Interest Rate Swap Contracts [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Notional amount | [1] | 1,125 | 1,125 | |
Interest Rate Swap Contracts [Member] | Other Current Assets [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Assets fair value | [1] | 0 | 0 | |
Interest Rate Swap Contracts [Member] | Other Assets [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Assets fair value | [1] | 0 | 0 | |
Interest Rate Swap Contracts [Member] | Accrued Liabilities [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Liabilities fair value | [1] | 6.9 | 16.3 | |
Interest Rate Swap Contracts [Member] | Other Liabilities [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Liabilities fair value | [1] | 53.6 | 47.2 | |
Foreign Currency Forwards [Member] | Maximum [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Notional amount | 43 | |||
Foreign Currency Forwards [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Notional amount | [1] | 25.3 | 79 | |
Foreign Currency Forwards [Member] | Other Current Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Assets fair value | [1] | 0.2 | 0.9 | |
Foreign Currency Forwards [Member] | Other Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Assets fair value | [1] | 0 | 0 | |
Foreign Currency Forwards [Member] | Accrued Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Liabilities fair value | [1] | 0 | 0 | |
Foreign Currency Forwards [Member] | Other Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Liabilities fair value | [1] | 0 | 0 | |
Foreign Currency Forwards [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Notional amount | [1] | 69.9 | 42.8 | |
Foreign Currency Forwards [Member] | Other Current Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Assets fair value | [1] | 0 | 0 | |
Foreign Currency Forwards [Member] | Other Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Assets fair value | [1] | 0 | 0 | |
Foreign Currency Forwards [Member] | Accrued Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Liabilities fair value | [1] | 1.4 | 0.2 | |
Foreign Currency Forwards [Member] | Other Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | ||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | ||||
Liabilities fair value | [1] | $ 0 | $ 0 | |
[1] | Notional amounts represent the gross contract amounts of the outstanding derivatives excluding the total notional amount of positions that have been effectively closed through offsetting positions. The net gains and net losses associated with positions that have been effectively closed through offsetting positions but not yet settled are included in the asset and liability derivatives fair value columns, respectively. |
Hedging Activities and Fair V57
Hedging Activities and Fair Value Measurements, Derivative Instruments included in the Condensed Consolidated Statements of Comprehensive (Loss) Income (Details) - Interest Rate Swap Contracts [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Gains and Losses on Derivatives Designated as Cash Flow Hedges [Abstract] | |||||
Loss recognized in AOCI on derivatives (effective portion) | [1] | $ (6.1) | $ (9.9) | $ (6.3) | $ (30.2) |
Loss reclassified from AOCI into income (effective portion) | [1] | (4.7) | (3.4) | (9.8) | (6.4) |
Gain recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing) | [1] | $ 0 | $ 0.7 | $ 0 | $ 0.7 |
[1] | Losses on derivatives reclassified from accumulated other comprehensive income ("AOCI") into income (effective portion) were included in "Interest expense" in the Condensed Consolidated Statements of Operations. Ineffective portions of changes in the fair value of cash flow hedges were recognized in earnings and included in "Interest expense" in the Condensed Consolidated Statements of Operations. |
Hedging Activities and Fair V58
Hedging Activities and Fair Value Measurements, Interest Rate Swap Contracts (Details) - 6 months ended Jun. 30, 2017 € in Millions, $ in Millions | USD ($)Contract | EUR (€)Contract |
LIBOR [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Expected losses to be reclassified out of AOCI into earnings during next 12 months | $ 19.8 | |
Long-term debt outstanding | $ 1,556.7 | € 385 |
Interest Rate Swap Contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Number of contracts | Contract | 16 | 16 |
Interest Rate Swap Contracts [Member] | LIBOR [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Long-term debt hedged | $ 1,125 | |
Interest Rate Swap Contracts [Member] | LIBOR [Member] | Minimum [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fixed interest rate | 2.40% | 2.40% |
Interest Rate Swap Contracts [Member] | LIBOR [Member] | Maximum [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fixed interest rate | 4.40% | 4.40% |
Hedging Activities and Fair V59
Hedging Activities and Fair Value Measurements, Foreign Currency Forward Contracts (Details) - Foreign Currency Forwards [Member] $ in Millions | Jun. 30, 2017USD ($)Contract |
Derivatives, Fair Value [Line Items] | |
Number of contracts | Contract | 4 |
Minimum [Member] | |
Derivatives, Fair Value [Line Items] | |
Notional amount | $ 5.8 |
Maximum [Member] | |
Derivatives, Fair Value [Line Items] | |
Notional amount | $ 43 |
Hedging Activities and Fair V60
Hedging Activities and Fair Value Measurements, Derivative Instruments not Designated as Accounting Hedges (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Derivative instruments not designated as accounting hedges [Abstract] | ||||
Total net foreign currency (losses) gains | $ (4) | $ 6 | $ (4.7) | $ 3 |
Foreign Currency Forwards [Member] | ||||
Derivative instruments not designated as accounting hedges [Abstract] | ||||
Total net foreign currency (losses) gains | $ (2.7) | $ 13.6 | $ (4.9) | $ 12.2 |
Hedging Activities and Fair V61
Hedging Activities and Fair Value Measurements, Investment in Consolidated Subsidiaries with Functional Currencies Other than USD (Details) € in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017EUR (€)Contract | Dec. 31, 2016EUR (€) | Dec. 31, 2014USD ($)Contract | |
Euro Term Loan Due in 2020 [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Long-term debt hedged | € | € 385 | € 387 | |||||
Cross Currency Interest Rate Swap Contracts [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Number of contracts | Contract | 2 | ||||||
Notional amount | $ 100 | ||||||
Interest Rate Swap Contracts [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Number of contracts | Contract | 16 | ||||||
Changes in the value of debt and designated interest rate swaps [Abstract] | |||||||
(Loss) gain, net of income tax, recorded through other comprehensive income | $ (25.7) | $ 10.5 | $ (29.6) | $ (6.5) | |||
Balance included in accumulated other comprehensive (loss) income at June 30, 2017 and 2016, respectively | $ 52.7 | $ 59.2 |
Hedging Activities and Fair V62
Hedging Activities and Fair Value Measurements, Fair Value Measurements (Details) - Recurring [Member] $ in Millions | Jun. 30, 2017USD ($) | |
Financial Assets [Abstract] | ||
Foreign currency forwards | $ 0.2 | [1] |
Cross currency interest rate swaps | 12.7 | [2] |
Trading securities held in deferred compensation plan | 4.9 | [3] |
Total | 17.8 | |
Financial Liabilities [Abstract] | ||
Foreign currency forwards | 1.4 | [1] |
Interest rate swaps | 60.5 | [4] |
Deferred compensation plan | 4.9 | [3] |
Total | 66.8 | |
Level 1 [Member] | ||
Financial Assets [Abstract] | ||
Foreign currency forwards | 0 | [1] |
Cross currency interest rate swaps | 0 | [2] |
Trading securities held in deferred compensation plan | 4.9 | [3] |
Total | 4.9 | |
Financial Liabilities [Abstract] | ||
Foreign currency forwards | 0 | [1] |
Interest rate swaps | 0 | [4] |
Deferred compensation plan | 4.9 | [3] |
Total | 4.9 | |
Level 2 [Member] | ||
Financial Assets [Abstract] | ||
Foreign currency forwards | 0.2 | [1] |
Cross currency interest rate swaps | 12.7 | [2] |
Trading securities held in deferred compensation plan | 0 | [3] |
Total | 12.9 | |
Financial Liabilities [Abstract] | ||
Foreign currency forwards | 1.4 | [1] |
Interest rate swaps | 60.5 | [4] |
Deferred compensation plan | 0 | [3] |
Total | 61.9 | |
Level 3 [Member] | ||
Financial Assets [Abstract] | ||
Foreign currency forwards | 0 | [1] |
Cross currency interest rate swaps | 0 | [2] |
Trading securities held in deferred compensation plan | 0 | [3] |
Total | 0 | |
Financial Liabilities [Abstract] | ||
Foreign currency forwards | 0 | [1] |
Interest rate swaps | 0 | [4] |
Deferred compensation plan | 0 | [3] |
Total | $ 0 | |
[1] | Based on calculations that use readily observable market parameters as their basis, such as spot and forward rates. | |
[2] | Based on observable foreign exchange market pricing parameters such as spot and forward rates and the present value of all expected future cash flows. The present value calculation incorporates foreign exchange market pricing, discount rates, and credit quality adjustments of the Company and its counterparties. | |
[3] | Based on the quoted price of publicly traded mutual funds which are classified as trading securities and accounted for using the mark-to-market method. | |
[4] | Measured as the present value of all expected future cash flows based on the LIBOR-based swap yield curves as of June 30, 2017. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Taxes [Abstract] | ||||
Loss before income taxes | $ (190.2) | $ (15) | $ (198.8) | $ (38.1) |
Benefit for income taxes | $ (43.9) | $ (10.9) | $ (45.6) | $ (24.1) |
Effective income tax rate | 23.10% | 72.90% | 22.90% | 63.40% |
Supplemental Information (Detai
Supplemental Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Supplemental Information [Abstract] | |||||
Foreign currency losses (gains), net | $ 4 | $ (6) | $ 4.7 | $ (3) | |
Restructuring charges, net | [1] | 0.4 | 10.9 | 2.1 | 12.3 |
Environmental remediation expenses | [2] | (0.1) | 0 | 0.9 | 0 |
Stock-based compensation expense | [3] | 156.2 | 0 | 156.2 | 0 |
Other, net | 0.9 | 2.2 | 5.4 | 4.4 | |
Total other operating expense, net | 161.4 | $ 7.1 | 169.3 | $ 13.7 | |
2013 Stock Incentive Plan [Member] | Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense recognized | 61.4 | ||||
2013 Stock Incentive Plan [Member] | Deferred Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense recognized | $ 94.8 | $ 94.8 | |||
[1] | See Note 3 "Restructuring." | ||||
[2] | Estimated environmental remediation costs recorded on an undiscounted basis for a former production facility. | ||||
[3] | Represents stock-based compensation expense recognized for stock options outstanding ($61.4 million) and DSUs granted to employees at the date of the initial public offering ($94.8 million) under the 2013 Stock Incentive Plan. |
Contingencies (Details)
Contingencies (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2017USD ($)DefendantSite | Dec. 31, 2016USD ($) | |
Environmental Matters [Abstract] | ||
Number of on-site cleanups | Site | 4 | |
Number of on-site cleanups in operation and maintenance stage | Site | 3 | |
Number of on-site cleanups in implementation stage | Site | 1 | |
Undiscounted accrued liabilities | $ | $ 7.9 | $ 7.6 |
Asbestos and Silica Related Litigation [Member] | ||
Asbestos and Silica Related Litigation [Abstract] | ||
Litigation reserve | $ | 104.3 | 108.5 |
Insurance recovery receivable amount | $ | $ 97.3 | $ 97.3 |
Asbestos and Silica Related Litigation [Member] | Minimum [Member] | ||
Asbestos and Silica Related Litigation [Abstract] | ||
Number of defendants | Defendant | 25 |
Segment Results (Details)
Segment Results (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)Segment | Jun. 30, 2016USD ($) | ||||||
Segment Results [Abstract] | |||||||||
Number of reportable segments | Segment | 3 | ||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | $ 579.1 | $ 462 | $ 1,060.8 | $ 899 | |||||
Less items to reconcile Segment Adjusted EBITDA to Loss Before Income Taxes [Abstract] | |||||||||
Interest expense | 39.5 | 42.7 | 85.3 | 85.8 | |||||
Restructuring and related business transformation costs | 5.6 | 18.7 | 14.2 | 28 | |||||
Stock-based compensation | [1] | 156.2 | 0 | 156.2 | 0 | ||||
Loss on extinguishment of debt | 50.4 | 0 | 50.4 | 0 | |||||
Loss Before Income Taxes | (190.2) | (15) | (198.8) | (38.1) | |||||
Restructuring and Related Business Transformation Costs [Abstract] | |||||||||
Restructuring charges | [2] | 0.4 | 10.9 | 2.1 | 12.3 | ||||
Severance, sign-on, relocation and executive search costs | 0.6 | 1.8 | 1.6 | 7 | |||||
Facility reorganization, relocation and other costs | 1.8 | 2.9 | 2.9 | 3.6 | |||||
Information technology infrastructure transformation | 2 | 0.3 | 2.7 | 0.4 | |||||
(Gains) losses on asset and business disposals | (0.5) | 0 | 2.5 | 0 | |||||
Consultant and other advisor fees | 0.8 | 2.2 | 1.2 | 3.7 | |||||
Other, net | 0.5 | 0.6 | 1.2 | 1 | |||||
Restructuring and related business transformation costs | 5.6 | 18.7 | 14.2 | 28 | |||||
KKR [Member] | |||||||||
Less items to reconcile Segment Adjusted EBITDA to Loss Before Income Taxes [Abstract] | |||||||||
Monitoring agreement termination fee | 16.2 | ||||||||
2013 Stock Incentive Plan [Member] | Stock Options [Member] | |||||||||
Restructuring and Related Business Transformation Costs [Abstract] | |||||||||
Stock-based compensation expense recognized | 61.4 | ||||||||
2013 Stock Incentive Plan [Member] | Deferred Stock Units [Member] | |||||||||
Restructuring and Related Business Transformation Costs [Abstract] | |||||||||
Stock-based compensation expense recognized | 94.8 | 94.8 | |||||||
Operating Segments [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Adjusted EBITDA | 141 | 93 | 241.3 | 177 | |||||
Operating Segments [Member] | Industrials [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | 282.8 | 280.8 | 530.8 | 537.9 | |||||
Adjusted EBITDA | 63.4 | 54.6 | 110.6 | 100.6 | |||||
Operating Segments [Member] | Energy [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | 239.5 | 123.5 | 417.7 | 248 | |||||
Adjusted EBITDA | 62.2 | 24.5 | 100.6 | 48.2 | |||||
Operating Segments [Member] | Medical [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | 56.8 | 57.7 | 112.3 | 113.1 | |||||
Adjusted EBITDA | 15.4 | 13.9 | 30.1 | 28.2 | |||||
Corporate [Member] | |||||||||
Less items to reconcile Segment Adjusted EBITDA to Loss Before Income Taxes [Abstract] | |||||||||
Corporate expenses not allocated to segments | 8.9 | 6.4 | [3] | 17.1 | 13.6 | [3] | |||
Segment Reconciling Items [Member] | |||||||||
Less items to reconcile Segment Adjusted EBITDA to Loss Before Income Taxes [Abstract] | |||||||||
Interest expense | 39.5 | 42.7 | [3] | 85.3 | 85.8 | [3] | |||
Depreciation and amortization expenses | 43.8 | 42.7 | [3] | 83.5 | 84 | [3] | |||
Impairment of goodwill and other intangible assets | [4] | 0 | 1.5 | [3] | 0 | 1.5 | [3] | ||
Sponsor fees and expenses | [5] | 16.2 | 1 | [3] | 17.3 | 2 | [3] | ||
Restructuring and related business transformation costs | 5.6 | 18.7 | [3] | 14.2 | 28 | [3] | |||
Acquisition related expenses and non-cash charges | 1.2 | [6] | 0.8 | [3],[6] | 1.9 | [6] | 1.6 | [3] | |
Environmental remediation loss reserve | [7] | (0.1) | 0 | [3] | 0.9 | 0 | [3] | ||
Expenses related to initial public offering | [8] | 3.9 | 0 | [3] | 6.5 | 0 | [3] | ||
Stock-based compensation | [1] | 156.2 | 0 | [3] | 156.2 | 0 | [3] | ||
Loss on extinguishment of debt | [9] | 50.4 | 0 | [3] | 50.4 | 0 | [3] | ||
Other adjustments | [10] | 5.6 | (5.8) | [3] | 6.8 | (1.4) | [3] | ||
Restructuring and Related Business Transformation Costs [Abstract] | |||||||||
Restructuring and related business transformation costs | $ 5.6 | $ 18.7 | [3] | $ 14.2 | $ 28 | [3] | |||
[1] | Represents stock-based compensation expense recognized for stock options outstanding ($61.4 million) and DSUs granted to employees at the date of the initial public offering ($94.8 million) under the 2013 Stock Incentive Plan. | ||||||||
[2] | See Note 3 "Restructuring." | ||||||||
[3] | In the fourth quarter of fiscal 2016, the Company modified its methodology for presenting reconciling items from Loss Before Income Taxes. The reconciling items for the three and six month periods ended June 30, 2016 have been restated to conform to the methodology used in the three and six month periods ended June 30, 2017, and included the following: | ||||||||
[4] | Represents non-cash charges for impairment of goodwill and other intangible assets. | ||||||||
[5] | Represents management fees and expenses paid to KKR, including a monitoring agreement termination fee of $16.2 million paid in the three month period ending June 30, 2017. | ||||||||
[6] | Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs and non-cash charges and credits arising from fair value purchase accounting adjustments. | ||||||||
[7] | Represents estimated environmental remediation costs and losses relating to a former production facility. | ||||||||
[8] | Represents expenses related to the Company's initial public offering. | ||||||||
[9] | Represents losses on extinguishment of the senior notes and a portion of the U.S. term loan. | ||||||||
[10] | Includes (i) foreign exchange gains and losses, (ii) effects of amortization of prior service costs and amortization of gains in pension and other postretirement benefits (OPEB) expense, (iii) certain legal and compliance costs and (iv) other miscellaneous adjustments. |
Related Party Transactions (Det
Related Party Transactions (Details) - KKR [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Related Party Transactions [Abstract] | ||||
Monitoring agreement termination fee | $ 16.2 | |||
Monitoring Agreement [Member] | ||||
Related Party Transactions [Abstract] | ||||
Annual management fee due to related party | $ 3.5 | $ 3.5 | ||
Expenses with related party | 1.1 | $ 2 | ||
Annual percentage increase in fee | 5.00% | |||
Monitoring agreement termination fee | $ 16.2 | |||
Out-of-Pocket Expenses [Member] | ||||
Related Party Transactions [Abstract] | ||||
Expenses with related party | $ 0 | $ 0 | $ 0 | $ 0 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Loss Per Share [Abstract] | ||||
Net loss | $ (146.3) | $ (4.1) | $ (153.2) | $ (14) |
Less: Net income (loss) attributable to noncontrolling interests | 0 | (0.2) | 0.1 | (0.5) |
Net Loss Attributable to Gardner Denver Holdings, Inc. | $ (146.3) | $ (3.9) | $ (153.3) | $ (13.5) |
Average shares outstanding [Abstract] | ||||
Basic (in shares) | 176.9 | 150.5 | 162.8 | 149.6 |
Diluted (in shares) | 176.9 | 150.5 | 162.8 | 149.6 |
Loss per share [Abstract] | ||||
Basic (in dollars per share) | $ (0.83) | $ (0.03) | $ (0.94) | $ (0.09) |
Diluted (in dollars per share) | $ (0.83) | $ (0.03) | $ (0.94) | $ (0.09) |
Stock Options [Member] | ||||
Loss Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of diluted loss per share (in shares) | 12.2 |