Document_and_Entity_Informatio
Document and Entity Information Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jan. 30, 2015 | Jun. 27, 2014 | |
Document Information [Line Items] | |||
Entity Registrant Name | KAMAN CORPORATION | ||
Entity Central Index Key | 54381 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Common Stock, Shares Outstanding | 27,140,073 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $1,134,777,043 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ||
Cash and cash equivalents | $12,411 | $10,384 |
Accounts receivable, net | 234,648 | 205,873 |
Inventories | 359,741 | 390,495 |
Deferred income taxes | 25,888 | 30,128 |
Income tax refunds receivable | 0 | 2,297 |
Other current assets | 29,568 | 26,028 |
Total current assets | 662,256 | 665,205 |
Property, plant and equipment, net of accumulated depreciation of $183,829 and $167,282, respectively | 147,825 | 148,508 |
Goodwill | 238,581 | 203,923 |
Other intangibles assets, net | 94,491 | 89,449 |
Deferred income taxes | 34,784 | 10,287 |
Other assets | 23,268 | 23,259 |
Total assets | 1,201,205 | 1,140,631 |
Liabilities and Shareholders’ Equity | ||
Notes payable | 0 | 559 |
Current portion of long-term debt | 10,000 | 10,000 |
Accounts payable – trade | 116,787 | 119,482 |
Accrued salaries and wages | 42,214 | 33,677 |
Advances on contracts | 2,406 | 9,470 |
Other accruals and payables | 47,583 | 54,095 |
Income taxes payable | 2,734 | 673 |
Total current liabilities | 221,724 | 227,956 |
Long-term debt, excluding current portion | 271,232 | 264,655 |
Deferred income taxes | 3,391 | 3,855 |
Underfunded pension | 141,546 | 85,835 |
Other long-term liabilities | 45,647 | 47,038 |
Commitments and contingencies (Note 16) | ||
Shareholders' equity: | ||
Preferred stock, $1 par value, 200,000 shares authorized; none outstanding | 0 | 0 |
Common stock, $1 par value, 50,000,000 shares authorized, voting, 27,518,226 and 27,189,922 shares issued, respectively | 27,518 | 27,190 |
Additional paid-in capital | 145,845 | 133,517 |
Retained earnings | 479,984 | 439,441 |
Accumulated other comprehensive income (loss) | -126,261 | -81,121 |
Less 385,942 and 330,487 shares of common stock, respectively, held in treasury, at cost | -9,421 | -7,735 |
Total shareholders’ equity | 517,665 | 511,292 |
Total liabilities and shareholders’ equity | $1,201,205 | $1,140,631 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $183,829 | $167,282 |
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $1 | $1 |
Preferred Stock, Shares Authorized | 200,000 | 200,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $1 | $1 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 27,518,226 | 27,189,922 |
Treasury Stock, Shares | 385,942 | 330,487 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net sales | $1,794,962 | $1,653,921 | $1,563,342 |
Cost of sales | 1,287,023 | 1,190,610 | 1,128,247 |
Gross profit | 507,939 | 463,311 | 435,095 |
Selling, general and administrative expenses | 397,199 | 357,752 | 343,396 |
Goodwill impairment | 0 | 2,071 | 0 |
Net loss on sale of assets | 233 | 142 | 110 |
Operating income from continuing operations | 110,507 | 103,346 | 91,589 |
Interest expense, net | 13,382 | 12,294 | 12,113 |
Other expense (income), net | 623 | 398 | -219 |
Earnings from continuing operations before income taxes | 96,502 | 90,654 | 79,695 |
Income tax expense | 30,722 | 31,588 | 26,748 |
Earnings from continuing operations | 65,780 | 59,066 | 52,947 |
Earnings (loss) from discontinued operations, net of taxes | -2,924 | -2,386 | 755 |
Gain (loss) on disposal of discontinued operations, net of taxes | -4,984 | 420 | 1,323 |
Total earnings (loss) from discontinued operations | -7,908 | -1,966 | 2,078 |
Net earnings | $57,872 | $57,100 | $55,025 |
Earnings per share: | |||
Basic earnings per share from continuing operations | $2.43 | $2.21 | $2 |
Basic earnings (loss) per share from discontinued operations | ($0.11) | ($0.09) | $0.03 |
Basic earnings (loss) per share from disposal of discontinued operations | ($0.18) | $0.02 | $0.05 |
Basic earnings per share | $2.14 | $2.14 | $2.08 |
Diluted earnings per share from continuing operations | $2.37 | $2.17 | $1.99 |
Diluted earnings (loss) per share from discontinued operations | ($0.11) | ($0.09) | $0.03 |
Diluted earnings (loss) per share from disposal of discontinued operations | ($0.18) | $0.02 | $0.05 |
Diluted earnings per share | $2.08 | $2.10 | $2.07 |
Weighted average shares outstanding: | |||
Basic | 27,053 | 26,744 | 26,425 |
Diluted | 27,777 | 27,143 | 26,622 |
Dividends declared per share | $0.64 | $0.64 | $0.64 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net earnings | $57,872 | $57,100 | $55,025 |
Other comprehensive income, net of tax: | |||
Foreign currency translation adjustments | -6,457 | 2,296 | 4,850 |
Change in unrealized loss on derivative instruments, net of tax benefit (expense) of $(161), $38, and $33, respectively | 264 | -61 | -54 |
Pension plan adjustments, net of tax (expense) benefit of $23,583, $(23,933), and $4,967, respectively | -38,947 | 38,234 | -8,440 |
Total comprehensive income | $12,732 | $97,569 | $51,381 |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income (Parentheticals) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Change in unrealized loss on derivative instruments, tax benefit (expense) | ($161) | $38 | $33 |
Pension plan adjustments, tax benefit (expense) | $23,583 | ($23,933) | $4,967 |
Consolidated_Statement_of_Shar
Consolidated Statement of Shareholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] |
In Thousands, except Share data, unless otherwise specified | ||||||
Stockholders' Equity Attributable to Parent period start at Dec. 31, 2011 | $373,071 | $26,496 | $109,584 | $361,389 | ($117,946) | ($6,452) |
Treasury Stock, Shares, Outstanding period start at Dec. 31, 2011 | 258,424 | |||||
Common Stock, Shares, Outstanding period start at Dec. 31, 2011 | 26,495,828 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings | 55,025 | 55,025 | ||||
Other Comprehensive Income (Loss), Net of Tax | -3,644 | -3,644 | ||||
Dividends | -16,941 | -16,941 | ||||
Purchase of treasury shares | 21,343 | |||||
Purchase of treasury shares value | -733 | -733 | ||||
Stock awards shares issued, net of tax expense of | 291,037 | |||||
Stock awards value issued, net of tax expense of $834, $543, and $883, respectively | 7,550 | 291 | 7,160 | |||
Shares Repurchased, Net of Shares Issued, in Connection With Stock Awards, Shares | -9,571 | |||||
Shares Repurchased, Net of Shares Issued, in Connection With Stock Awards, Value | 99 | |||||
Share-based compensation expense, shares | 94,392 | |||||
Share-based compensation expense, value | 5,865 | 94 | 5,778 | |||
Shares Repurchased, Net of Shares Issued, in Connection With Share-Based Compensation, Shares | 7,277 | |||||
Shares Repurchased, Net of Shares Issued, in Connection With Share-Based Compensation, Value | -7 | |||||
Stockholders' Equity Attributable to Parent period end at Dec. 31, 2012 | 420,193 | 26,881 | 122,522 | 399,473 | -121,590 | -7,093 |
Treasury Stock, Shares, Outstanding period end at Dec. 31, 2012 | 277,473 | |||||
Common Stock, Shares, Outstanding period end at Dec. 31, 2012 | 26,881,257 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings | 57,100 | 57,100 | ||||
Other Comprehensive Income (Loss), Net of Tax | 40,469 | 40,469 | ||||
Dividends | -17,132 | -17,132 | ||||
Purchase of treasury shares | 18,468 | |||||
Purchase of treasury shares value | -644 | -644 | ||||
Stock awards shares issued, net of tax expense of | 216,510 | |||||
Stock awards value issued, net of tax expense of $834, $543, and $883, respectively | 6,333 | 217 | 6,076 | |||
Shares Repurchased, Net of Shares Issued, in Connection With Stock Awards, Shares | -3,825 | |||||
Shares Repurchased, Net of Shares Issued, in Connection With Stock Awards, Value | 40 | |||||
Share-based compensation expense, shares | 92,155 | |||||
Share-based compensation expense, value | 4,973 | 92 | 4,919 | |||
Shares Repurchased, Net of Shares Issued, in Connection With Share-Based Compensation, Shares | 38,371 | |||||
Shares Repurchased, Net of Shares Issued, in Connection With Share-Based Compensation, Value | -38 | |||||
Stockholders' Equity Attributable to Parent period end at Dec. 31, 2013 | 511,292 | 27,190 | 133,517 | 439,441 | -81,121 | -7,735 |
Treasury Stock, Shares, Outstanding period end at Dec. 31, 2013 | 330,487 | 330,487 | ||||
Common Stock, Shares, Outstanding period end at Dec. 31, 2013 | 27,189,922 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings | 57,872 | 57,872 | ||||
Other Comprehensive Income (Loss), Net of Tax | -45,140 | -45,140 | ||||
Dividends | -17,329 | -17,329 | ||||
Purchase of treasury shares | 21,312 | |||||
Purchase of treasury shares value | -853 | -853 | ||||
Stock awards shares issued, net of tax expense of | 235,233 | |||||
Stock awards value issued, net of tax expense of $834, $543, and $883, respectively | 6,412 | 235 | 6,992 | |||
Shares Repurchased, Net of Shares Issued, in Connection With Stock Awards, Shares | 16,352 | |||||
Shares Repurchased, Net of Shares Issued, in Connection With Stock Awards, Value | -815 | |||||
Share-based compensation expense, shares | 93,071 | |||||
Share-based compensation expense, value | 5,411 | 93 | 5,336 | |||
Shares Repurchased, Net of Shares Issued, in Connection With Share-Based Compensation, Shares | 17,791 | |||||
Shares Repurchased, Net of Shares Issued, in Connection With Share-Based Compensation, Value | -18 | |||||
Stockholders' Equity Attributable to Parent period end at Dec. 31, 2014 | $517,665 | $27,518 | $145,845 | $479,984 | ($126,261) | ($9,421) |
Treasury Stock, Shares, Outstanding period end at Dec. 31, 2014 | 385,942 | 385,942 | ||||
Common Stock, Shares, Outstanding period end at Dec. 31, 2014 | 27,518,226 |
Consolidated_Statement_of_Shar1
Consolidated Statement of Shareholders' Equity (Parentheticals) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock issued during period, value, restricted awards, tax | $834 | $543 | $883 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Earnings from continuing operations | $65,780 | $59,066 | $52,947 |
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities of continuing operations: | |||
Depreciation and amortization | 36,209 | 31,555 | 28,165 |
Accretion of convertible notes discount | 1,931 | 1,833 | 1,738 |
Provision for doubtful accounts | 853 | 1,286 | 530 |
Net loss on sale of assets | 233 | 142 | 110 |
Goodwill impairment | 0 | 2,071 | 0 |
Net gain (loss) on derivative instruments | 1,071 | 178 | -427 |
Stock compensation expense | 5,411 | 4,973 | 5,865 |
Excess tax (expense) benefit from share-based compensation arrangements | -834 | -543 | -883 |
Deferred income taxes | 1,434 | 2,938 | -1,125 |
Changes in assets and liabilities, excluding effects of acquisitions/divestures: | |||
Accounts receivable | -23,876 | -22,565 | 27,963 |
Inventories | 30,181 | -19,707 | -18,690 |
Income tax refunds receivable | 2,292 | -2,297 | 527 |
Other current assets | -2,560 | 1,299 | 4,956 |
Accounts payable-trade | -3,858 | 12,170 | 211 |
Accrued contract losses | -1,899 | -969 | -435 |
Advances on contracts | -7,065 | 7,570 | -577 |
Other accrued expenses and payables | 6,746 | -10,187 | -15,806 |
Income taxes payable | 4,455 | -2,024 | -749 |
Pension liabilities | -6,380 | -3,118 | 56 |
Other long-term liabilities | -1,035 | 1,169 | 1,448 |
Net cash provided by (used in) operating activities of continuing operations | 109,089 | 64,840 | 85,824 |
Net cash provided by (used in) operating activities of discontinued operations | -2,902 | -1,892 | -4,854 |
Net cash provided by (used in) operating activities | 106,187 | 62,948 | 80,970 |
Cash flows from investing activities: | |||
Proceeds from sale of assets | 39 | 100 | 333 |
Proceeds from sale of discontinued operations | 7,863 | 0 | 8,743 |
Expenditures for property, plant & equipment | -28,283 | -40,852 | -32,386 |
Acquisition of businesses including earn out adjustment, net of cash received | -77,618 | -18,162 | -87,621 |
Other, net | -2,060 | -2,305 | -5,920 |
Cash provided by (used in) investing activities | -100,059 | -61,219 | -116,851 |
Cash provided by (used in) investing activities of discontinued operations | 3 | -56 | -1,013 |
Cash provided by (used in) investing activities | -100,056 | -61,275 | -117,864 |
Cash flows from financing activities: | |||
Net borrowings (repayments) under revolving credit agreements | 15,788 | 22,720 | -11,348 |
Borrowings under Term Loan Facility | 0 | 0 | 100,000 |
Debt repayment | -10,000 | -10,000 | -35,000 |
Book overdraft | 1,568 | -9,878 | -2,698 |
Proceeds from exercise of employee stock awards | 6,411 | 6,333 | 7,550 |
Purchase of treasury shares | -853 | -644 | -733 |
Dividends paid | -17,286 | -17,091 | -16,882 |
Debt issuance costs | 0 | -98 | -2,132 |
Windfall tax (expense) benefit | 834 | 543 | 883 |
Other | 0 | 0 | 0 |
Cash provided by (used in) financing activities | -3,538 | -8,115 | 39,640 |
Cash provided by (used in) financing activities of discontinued operations | 0 | 0 | -1,067 |
Cash provided by (used in) financing activities | -3,538 | -8,115 | 38,573 |
Net increase (decrease) in cash and cash equivalents | 2,593 | -6,442 | 1,679 |
Effect of exchange rate changes on cash and cash equivalents | -566 | 233 | -71 |
Cash and cash equivalents at beginning of period | 10,384 | 16,593 | 14,985 |
Cash and cash equivalents at end of period | $12,411 | $10,384 | $16,593 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Kaman Corporation, headquartered in Bloomfield, Connecticut, was incorporated in 1945 and is a diversified company that conducts business in the aerospace and distribution markets. Kaman Corporation reports information for itself and its subsidiaries (collectively, the "Company") in two business segments, Distribution and Aerospace. | |
Basis of Presentation | |
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts in prior year financial statements and notes thereto have been reclassified to conform to current year presentation. | |
Use of Estimates | |
The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the carrying amount of property, plant and equipment, goodwill and other intangible assets; valuation allowances for receivables, inventories and income taxes; valuation of share-based compensation; vendor incentives; assets and obligations related to employee benefits; estimates of environmental remediation costs; and accounting for long-term contracts including claims. Actual results could differ from those estimates. | |
Foreign Currency Translation | |
The Company has certain operations outside the United States that prepare financial statements in currencies other than the U.S. dollar. For these operations, results of operations and cash flows are translated using the average exchange rate throughout the period. Assets and liabilities are generally translated at end of period rates. The gains and losses associated with these translation adjustments are included as a component of accumulated other comprehensive income (loss) in shareholders’ equity. | |
Concentration of Credit Risk | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. The carrying amounts of these items, as well as trade accounts payable and notes payable, approximate fair value due to the short-term maturity of these instruments. At December 31, 2014 and 2013, no individual customer accounted for more than 10% of consolidated accounts receivable or consolidated net sales. Foreign sales associated with continuing operations were approximately 13.6%, 13.9% and 10.5% of the company’s net sales in 2014, 2013 and 2012, respectively, and are concentrated in the United Kingdom, Germany, New Zealand and Asia. | |
Additional Cash Flow Information | |
Non-cash investing activities in 2014 include an accrual of $1.5 million for capital leases and $1.5 million in earn-out payments to the former owners of an aerospace acquisition. Non-cash financing activities in 2014 include an adjustment to other comprehensive income related to the underfunding of the pension and SERP plans and changes in the fair value of derivative financial instruments that qualified for hedge accounting. Additionally, non-cash financing activities in 2014 include $4.3 million of dividends declared but not yet paid. The total net adjustment was $38.7 million, net of tax of $23.4 million. Non-cash investing activities in 2013 include an accrual of $0.9 million for purchases of property and equipment and $3.5 million in earn-out payments to the former owners of an aerospace acquisition. Non-cash financing activities in 2013 include an adjustment to other comprehensive income related to the underfunding of the pension and SERP plans and changes in the fair value of derivative financial instruments that qualified for hedge accounting. The total adjustment was $39.0 million, net of tax of $23.6 million. Additionally, non-cash financing activities in 2013 include $4.3 million of dividends declared but not yet paid. Non-cash investing activities in 2012 include an accrual of $3.1 million for purchases of property and equipment. Non-cash financing activities in 2012 include an adjustment to other comprehensive income related to the underfunding of the pension and SERP plans and changes in the fair value of derivative financial instruments that qualified for hedge accounting. The total adjustment was $8.2 million, net of tax of $5.0 million. The Company describes its pension obligations in more detail in Note 14, Pension Plans. Additionally, non-cash financing activities in 2012 include $4.3 million of dividends declared but not yet paid. | |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
Revenue Recognition | |
Sales and estimated profits under long-term contracts are generally recognized using the percentage-of-completion method of accounting, using as a measurement basis either the ratio that costs incurred bear to estimated total costs (after giving effect to estimates of costs to complete based upon most recent information for each contract) or units-of-delivery. Reviews of contracts are made routinely throughout their lives and the impact of revisions in profit estimates are recorded in the accounting period in which the revisions are made. Anticipated contract losses are charged to operations when they are probable. In cases where we have multiple contracts with a single customer, each contract is generally treated as a separate profit center and accounted for as such. Except in the case of contracts accounted for using the cost-to-cost method of percentage of completion accounting, revenues are recognized when the product has been shipped or delivered, depending upon when title and risk of loss have passed. For certain U.S. government contracts delivery is deemed to have occurred when work is substantially complete and acceptance by the customer has occurred by execution of a Material Inspection and Receiving Report, DD Form 250 or Memorandum of Shipment. | |
Sales contracts are initially reviewed to ascertain if they involve multiple element arrangements. If such an arrangement exists and there is no evidence of stand-alone value for each element of the undelivered items, recognition of sales for the arrangement is deferred until all elements of the arrangement are delivered and risk of loss and title have passed. For elements that do have stand-alone value or contracts that are not considered multiple element arrangements, sales and related costs of sales are recognized as services are performed or when the product has been shipped or delivered depending upon when title and risk of loss have passed. | |
Pre-contract costs incurred for items such as materials or tooling for anticipated contracts are included in inventory if recovery of such costs is considered probable. Thereafter, if the Company determines it will not be awarded an anticipated contract and the associated pre-contract costs cannot be applied to another program the costs are expensed immediately. Learning or start-up costs incurred in connection with existing or anticipated follow-on contracts are charged to the existing contract unless the terms of the contract permit recovery of these costs over a specific contractual term and provide for reimbursement if the contract is canceled. As of December 31, 2014 and 2013, approximately $1.4 million and $1.3 million, respectively, of pre-contract costs were included in inventory, which, in both cases, represented less than 1% of total inventory. | |
If it is probable that a claim with respect to change orders will result in additional contract revenue and the amount of such additional revenue can be reliably estimated, then the additional contract revenue is considered in our accounting for the program, but only if the contract provides a legal basis for the claim, the additional costs were unforeseen and not caused by deficiencies in our performance, the costs are identifiable and reasonable in view of the work performed and the evidence supporting the claim is objective and verifiable. If these requirements are met, the claim portion of the program is accounted for separately to ensure revenue from the claim is recorded only to the extent claim related costs have been incurred; accordingly, no profit with respect to such costs is recorded until the change order is formally approved. If these requirements are not met, the forecast of total contract cost at completion (which is used to calculate the gross margin rate) for the basic contract is generally increased to include all incurred and anticipated claim related costs. | |
Recognition of sales not accounted for under the cost-to-cost method of percentage of completion accounting occurs when the sales price is fixed, collectability is reasonably assured and the product’s title and risk of loss has transferred to the customer. The Company includes freight costs charged to customers in net sales and the correlating expense as a cost of sales. Sales tax collected from customers is excluded from net sales in the accompanying Consolidated Statements of Operations. | |
Cost of Sales and Selling, General and Administrative Expenses | |
Cost of sales includes costs of products and services sold (i.e., purchased product, raw material, direct labor, engineering labor, outbound freight charges, depreciation and amortization, indirect costs and overhead charges). Selling expenses primarily consist of advertising, promotion, bid and proposal, employee payroll and corresponding benefits and commissions paid to sales and marketing personnel. General and administrative expenses primarily consist of employee payroll including executive, administrative and financial personnel and corresponding benefits, incentive compensation, independent research and development, consulting expenses, warehousing costs, depreciation and amortization. Legal costs are expensed as incurred and are generally included in general and administrative expenses. The Aerospace segment includes general and administrative expenses as an element of program cost and inventory for certain government contracts. | |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
Cost of Sales and Selling, General and Administrative Expenses - continued | |
Certain inventory related costs, including purchasing costs, receiving costs and inspection costs, for the Distribution segment are not included in cost of sales. For the years ended December 31, 2014, 2013 and 2012, $3.4 million, $3.0 million and $3.0 million, respectively, of such costs are included in general and administrative expenses. | |
Cash and Cash Equivalents | |
Cash and cash equivalents include cash on hand, demand deposits and short-term cash investments. These investments are liquid in nature and have original maturities of three months or less. Book overdraft positions, which occur when total outstanding issued checks exceed available cash balances at a single financial institution at the end of a reporting period, are reclassified to accounts payable within the consolidated balance sheets. At December 31, 2014 and 2013, the Company had book overdrafts of $7.3 million and $5.2 million, respectively, included in accounts payable. | |
Accounts Receivable | |
The Company has three types of accounts receivable: (a) Trade receivables, which consist of amounts billed and currently due from customers; (b) U.S. Government contracts, which consist of (1) amounts billed, and (2) costs and accrued profit – not billed; and (c) Commercial and other government contracts, which consist of (1) amounts billed, and (2) costs and accrued profit – not billed. | |
The allowance for doubtful accounts reflects management’s best estimate of probable losses inherent in the trade accounts receivable and billed contracts balance. Management determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. | |
Inventories | |
Inventory of merchandise for resale is stated at cost (using the average costing method) or market, whichever is lower. Contracts and other work in process and finished goods are valued at production cost represented by raw material, labor and overhead. For certain government contracts, allowable general and administrative expenses are also included in inventory. Initial tooling and startup costs may be included, where applicable. Contracts and other work in process and finished goods are not reported at amounts in excess of net realizable values. The Company includes raw material amounts in the contracts in process and other work in process balances. Raw material includes certain general stock materials but primarily relates to purchases that were made in anticipation of specific programs for which production has not been started as of the balance sheet date. | |
Property, Plant and Equipment | |
Property, plant and equipment is recorded at cost. Depreciation is computed primarily on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives for buildings range from 15 to 40 years and for leasehold improvements range from 1 to 20 years, whereas machinery, office furniture and equipment generally have useful lives ranging from 3 to 15 years. At the time of retirement or disposal, the acquisition cost of the asset and related accumulated depreciation are eliminated and any gain or loss is credited to or charged against income. | |
Long-lived assets, such as property, plant, and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. | |
Maintenance and repair items are charged against income as incurred, whereas renewals and betterments are capitalized and depreciated. | |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
Goodwill and Other Intangible Assets | |
Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination and is reviewed for impairment at least annually. | |
Accounting Standards Codification Topic 350, "Intangibles - Goodwill and Other", ("ASC 350") permits the assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that it is necessary to perform the two-step goodwill impairment test required under ASC 350. The qualitative assessment management performs takes into consideration the following factors: general economic conditions, industry specific performance, changes in carrying values of the reporting units, the assessment of assumptions used in the previous fair value calculation and changes in transaction multiples. | |
In the first step of the two-step test, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). In step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. | |
Fair value of the reporting unit is determined using an income methodology based on management’s estimates of forecasted cash flows for each business unit, with those cash flows discounted to present value using rates commensurate with the risks associated with those cash flows. In addition, management uses a market-based valuation method involving analysis of market multiples of revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”) for (i) a group of comparable public companies and (ii) recent transactions, if any, involving comparable companies. If the fair value of the reporting unit exceeds its carrying value, step two need not be performed. | |
Goodwill and intangible assets with indefinite lives are evaluated annually for impairment in the fourth quarter, based on annual forecast information. Intangible assets with finite lives are amortized using the straight-line method over their estimated period of benefit. Goodwill and other intangible assets are reviewed for possible impairment whenever changes in conditions indicate that the fair value of a reporting unit is more likely than not below its carrying value. See Note 9, Goodwill and Other Intangible Assets, Net, for discussion of the goodwill impairment charge recorded in 2013. No such charges were recorded in 2014 or 2012. | |
Vendor Incentives | |
The Company’s Distribution segment enters into agreements with certain vendors providing for inventory purchase incentives that are generally earned upon achieving specified volume-purchasing levels. The Company recognizes rebate income relative to specific rebate programs as a reduction of the cost of inventory based on a systematic and rational allocation of the cash consideration offered to each of the underlying transactions that results in progress toward earning the rebate, provided that the amounts are probable and reasonably estimable. As of December 31, 2014 and 2013, total vendor incentive receivables, included in other current assets, were approximately $17.7 million and $13.9 million, respectively. | |
Self-Insured Retentions | |
To limit exposure to losses related to group health, workers’ compensation, auto and product general liability claims, the Company obtains third-party insurance coverage. The Company has varying levels of deductibles for these claims. The total liability/deductible for group health is limited to $0.3 million per claim, workers’ compensation is limited to $0.4 million per claim and for product/general liability and auto liability the limit is $0.3 million per claim. The cost of such benefits is recognized as expense based on claims filed in each reporting period and an estimate of claims incurred but not reported (“IBNR”) during such period. The estimates for the IBNR are based upon historical trends and information provided to us by the claims administrators, and are periodically revised to reflect changes in loss trends. These amounts are included in other accruals and payables on the consolidated balance sheets. | |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
Self-Insured Retentions - continued | |
Liabilities associated with these claims are estimated in part by considering historical claims experience, severity factors and other actuarial assumptions. Projections of future losses are inherently uncertain because of the random nature of insurance claim occurrences and changes that could occur in actuarial assumptions. Such self-insurance accruals will likely include claims for which the ultimate losses will be settled over a period of years. | |
Research and Development | |
Government funded research expenditures (which are included in cost of sales) were $1.6 million in 2014, $3.3 million in 2013, and $7.8 million in 2012. Research and development costs not specifically covered by contracts are charged against income as incurred and included in selling, general and administrative expenses. Such costs amounted to $6.7 million, $7.2 million and $5.5 million in 2014, 2013 and 2012, respectively. | |
Income Taxes | |
Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |
The Company records a benefit for uncertain tax positions in the financial statements only when it determines it is more likely than not that such a position will be sustained upon examination by taxing authorities based on the technical merits of the position. Unrecognized tax benefits represent the difference between the position taken in the tax return and the benefit reflected in the financial statements. | |
Share-Based Payment Arrangements | |
The Company records compensation expense for share-based awards based upon an assessment of the grant date fair value of the awards. The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. A number of assumptions are used to determine the fair value of options granted. These include expected term, dividend yield, volatility of the options and the risk free interest rate. See Note 18, Share-Based Arrangements, for further information. | |
Derivative Financial Instruments | |
The Company is exposed to certain risks relating to its ongoing business operations, including market risks relating to fluctuations in foreign currency exchange rates and interest rates. Derivative financial instruments are recognized on the consolidated balance sheets as either assets or liabilities and are measured at fair value. Changes in the fair values of derivatives are recorded each period in earnings or accumulated other comprehensive income, depending on whether a derivative is effective as part of a hedged transaction. Gains and losses on derivative instruments reported in accumulated other comprehensive income are subsequently included in earnings in the periods in which earnings are affected by the hedged item. The Company does not use derivative instruments for speculative purposes. See Note 6, Derivative Financial Instruments, for further information. | |
Pension Accounting | |
The Company accounts for its defined benefit pension plan by recognizing the overfunded or underfunded status of the plan, calculated as the difference between the plan assets and the projected benefit obligation, as an asset or liability on the balance sheet, with changes in the funded status recognized through comprehensive income in the year in which they occur. | |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
Pension Accounting - continued | |
Expenses and liabilities associated with the plan are determined based upon actuarial valuations. Integral to the actuarial valuations are a variety of assumptions including expected return on plan assets and discount rate. The Company regularly reviews the assumptions, which are updated at the measurement date, December 31st. The impact of differences between actual results and the assumptions are accumulated and generally amortized over future periods, which will affect expense recognized in future periods. See Note 14, Pension Plans, for further information. | |
Recent Accounting Standards | |
In January 2015, the FASB issued ASU No. 2015-01, "Income Statement - Extraordinary and Unusual Items (Subtopic 225-20)". The new standard eliminates the concept of extraordinary items and their segregation from the results of ordinary operations and expands presentation and disclosure guidance to include items that are both unusual in nature and occur infrequently. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The adoption of this standard is not expected to have a material impact to the Company's financial statements. | |
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern (ASC Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." The new standard provides guidance regarding management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company's financial statements. | |
In June 2014, the FASB issued ASU No. 2014-12, "Compensation - Stock Compensation (ASC Topic 718) - Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could Be Achieved after the Requisite Service Period." The objective of this standard update is to eliminate inconsistent practices with regards to the accounting treatment of share-based payment awards. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2015. The Company does not expect these changes to have a material impact on its consolidated financial statements. | |
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (ASC Topic 606)." The objective of this standard update is to remove inconsistent practices with regards to revenue recognition between US GAAP and International Financial Reporting Standards ("IFRS"). The standard intends to improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2016; early adoption is not permitted. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements. | |
In April 2014, the FASB issued ASU No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." This standard update requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity's financial results or a business activity classified as held for sale should be reported as discontinued operations. The standard also expands the disclosures for discontinued operations and requires new disclosures related to individually material disposals that do not meet the definition of a discontinued operation. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2014. The Company does not expect these changes to have a material impact on its consolidated financial statements. | |
In July 2013, the FASB issued ASU No. 2013-11, "Income Taxes ("ASC Topic 740") - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The objective is to end some inconsistent practices with regard to the presentation on the balance sheet of unrecognized tax benefits.The update was effective for financial statement periods beginning after December 15, 2013. The Company adopted this standard beginning January 1, 2014. There was no material impact on the Company's condensed consolidated balance sheet as of December 31, 2014. | |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
Recent Accounting Standards - continued | |
In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters ("ASC Topic 830") - Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." The objective is to resolve the diversity in practice with regard to whether ASC Subtopic 810-10, Consolidation - Overall or ASC Subtopic 830-30 Foreign Currency Matters - Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. The update was effective for financial statement periods beginning after December 15, 2013. The Company has adopted this standard beginning January 1, 2014. There was no impact on the Company's condensed consolidated financial statements for the period ended December 31, 2014. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Discontinued Operations [Abstract] | ||||||||||||
Discontinued Operations | DISCONTINUED OPERATIONS | |||||||||||
The following table provides information regarding the results of discontinued operations: | ||||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
In thousands | ||||||||||||
Net sales of discontinued operations | $ | 23,540 | $ | 27,885 | $ | 49,603 | ||||||
Income from discontinued operations | (3,806 | ) | (2,886 | ) | 1,341 | |||||||
Other income (expense) from discontinued operations | (353 | ) | (292 | ) | (222 | ) | ||||||
Earnings (loss) from discontinued operations before income taxes | (4,159 | ) | (3,178 | ) | 1,119 | |||||||
Income tax benefit/(expense) | 1,235 | 792 | (364 | ) | ||||||||
Earnings (loss) from discontinued operations before gain/(loss) on disposal | (2,924 | ) | (2,386 | ) | 755 | |||||||
Gain/(loss) on disposal of discontinued operations | (7,567 | ) | — | 2,645 | ||||||||
Income tax benefit/(expense) | 2,583 | 420 | (1,322 | ) | ||||||||
Net gain (loss) on disposal of discontinued operations | (4,984 | ) | 420 | 1,323 | ||||||||
Earnings (loss) from discontinued operations | $ | (7,908 | ) | $ | (1,966 | ) | $ | 2,078 | ||||
Delamac Disposal | ||||||||||||
On December 19, 2014, the Company sold its Distribution segment's Mexico business unit, Delamac. As a result, the Company has reported the results of operations and consolidated financial position of this component as discontinued operations within the consolidated financial statements for all periods presented. The sale resulted in a net loss on disposal of discontinued operations of $5.3 million for the year ended December 31, 2014. | ||||||||||||
Canadian Operations Disposal | ||||||||||||
On December 31, 2012, the Company sold substantially all of the assets and liabilities of the Distribution segment's Canadian operations. As a result, the Company has reported the results of operations and consolidated financial position of this component as discontinued operations within the consolidated financial statements for all periods presented. | ||||||||||||
During 2014, the Company recorded earnings from discontinued operations of $0.3 million due to a pension settlement that resulted from the 2012 disposal of the Distribution segment's Canadian operations. |
Acquisitions
Acquisitions | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Acquisitions [Abstract] | ||||||||||||
Acquisitions | ACQUISITIONS | |||||||||||
The following table illustrates cash paid for acquisitions: | ||||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
In thousands | ||||||||||||
Cash paid for acquisitions completed during the year | $ | 70,948 | $ | 17,284 | $ | 74,465 | ||||||
Cash paid for holdback payments during the year | 3,060 | 828 | 11,951 | |||||||||
Earnout and other payments during the year | 3,610 | 50 | 1,205 | |||||||||
Total cash paid for acquisitions | $ | 77,618 | $ | 18,162 | $ | 87,621 | ||||||
2014 Acquisitions | ||||||||||||
On April 25, 2014, the Company acquired specific assets of B.W. Rogers Company and certain affiliated entities ("B.W. Rogers"). Headquartered in Akron, Ohio, B.W. Rogers operated from twenty-one locations in seven states from the Northeast to the Midwest. The acquisition of B.W. Rogers expands the Company's capabilities in both the fluid power and automation and motion control product areas. | ||||||||||||
This acquisition was accounted for as a purchase transaction. The assets acquired and liabilities assumed were recorded based on their fair values at the date of acquisition as follows (in thousands): | ||||||||||||
Cash | $ | 11 | ||||||||||
Accounts receivable | 13,332 | |||||||||||
Inventories | 9,614 | |||||||||||
Property, plant and equipment | 850 | |||||||||||
Other tangible assets | 784 | |||||||||||
Goodwill | 37,804 | |||||||||||
Other intangible assets | 16,870 | |||||||||||
Liabilities | (7,367 | ) | ||||||||||
Net assets acquired | 71,898 | |||||||||||
Less cash received | (11 | ) | ||||||||||
Net consideration | $ | 71,887 | ||||||||||
The goodwill associated with B.W. Rogers is tax deductible and is the result of expected synergies from combining the operations of the acquired business with the Company's operations and intangible assets that do not qualify for separate recognition, such as an assembled workforce. Included in the Consolidated Statements of Operations for the year ended December 31, 2014, is $73.1 million of revenue from this acquisition. | ||||||||||||
The fair value of the identifiable intangible assets of $16.9 million, consisting primarily of customer relationships, non-compete agreements and trade names, was determined using the income approach. Specifically, the discounted cash flows method was utilized for the customer relationships and non-compete agreements and the relief-from-royalty method was utilized for the trade names. The fair value of the customer relationships ($14.9 million) is broken out into two asset categories, which are amortized on a straight-line basis over periods ranging from 11 to 18 years; the fair value of the non-compete agreements ($1.1 million) is being amortized over periods ranging from 1.5 to 3 years; and the fair value of the trade name ($0.9 million) is being amortized over 8 years, the estimated useful lives of the assets. | ||||||||||||
During the third quarter of 2014, the Company acquired a small distribution business that operates in the fluid power market as a Parker distributor of pneumatic and hydraulic fluid power and motion control systems. The results of this operation are not material to the results of the Distribution segment. | ||||||||||||
Proforma results of operations have not been presented because the combined effects of the 2014 acquisitions were not material. | ||||||||||||
3. ACQUISITIONS (CONTINUED) | ||||||||||||
2013 Acquisitions | ||||||||||||
On June 14, 2013, the Company acquired substantially all of the assets of Northwest Hose & Fittings, Inc. ("Northwest Hose"). Northwest Hose, formed in 1995, is an authorized Parker Hannifin distributor of hydraulic hose, fittings and adapters as well as couplers and industrial hose to a diverse group of industries such as the metals, agricultural, industrial machinery and equipment industries. Northwest Hose is headquartered in Spokane, Washington. | ||||||||||||
On July 31, 2013, the Company acquired substantially all of the assets of Ohio Gear & Transmission of Eastlake, Ohio. Founded in 1973, Ohio Gear & Transmission is a distributor of mechanical power transmission equipment, bearings and electric automation systems as well as a designer and fabricator of specialized gearing products serving a variety of industries including food, packaging, material handling, and general machinery. | ||||||||||||
On August 15, 2013, the Company acquired Western Fluid Components, Inc. ("Western"). Western is headquartered in Everett, Washington, and has other Washington facilities in Tacoma, Kirkland and Bellingham. Founded in 1975, Western is one of the largest fluid connector distributors in Washington and a full-line distributor for Parker Hannifin’s Fluid Connector Group. | ||||||||||||
These acquisitions were accounted for as purchase transactions. The assets acquired and liabilities assumed for the 2013 acquisitions were recorded based on their fair value at the date of acquisition as follows (in thousands): | ||||||||||||
Cash | $ | 143 | ||||||||||
Accounts receivable, net | 3,122 | |||||||||||
Inventories | 3,423 | |||||||||||
Property, plant and equipment | 446 | |||||||||||
Other tangible assets | 797 | |||||||||||
Goodwill | 9,493 | |||||||||||
Other intangible assets | 4,788 | |||||||||||
Liabilities | (4,248 | ) | ||||||||||
Total of net assets acquired | 17,964 | |||||||||||
Less cash received | (143 | ) | ||||||||||
Net consideration | $ | 17,821 | ||||||||||
The goodwill associated with Northwest Hose and Ohio Gear & Transmission is tax deductible. The goodwill for the three acquisitions reflects expected synergies from combining the operations of the acquired businesses with the Company's operations and intangible assets that do not qualify for separate recognition, such as an assembled workforce. There is $28.8 million and $11.1 million of revenue from these acquisitions included in the Consolidated Statement of Operations for the years ended December 31, 2014 and 2013, respectively. | ||||||||||||
The fair value of the identifiable intangible assets of $4.8 million, consisting primarily of customer lists/relationships, non-compete agreements and trade names, was determined using the income approach. Specifically, the discounted cash flows method was utilized for the customer relationships and non-compete agreements and the relief-from-royalty method was utilized for the trade names. The fair value of the customer relationships ($4.6 million) is being amortized on a straight-line basis over periods ranging from 7 to 10 years; and the fair value of other intangible assets ($0.2 million) is being amortized over periods ranging from 3 to 5 years, the estimated useful lives of the assets. | ||||||||||||
Proforma results of operations have not been presented because the effect of the acquisitions was not material. | ||||||||||||
3. ACQUISITIONS (CONTINUED) | ||||||||||||
Contingency Payments - Aerospace | ||||||||||||
Included in acquisition costs are contingency payments to the former owners of the Aerospace Orlando facility acquired in 2003. These payments are based on the attainment of certain milestones, and over the term of the agreement could total $25.0 million. These contingency payments are recorded as additional goodwill and totaled $1.5 million, $3.5 million and $0.2 million during 2014, 2013 and 2012, respectively. Through December 31, 2014, the Company has recorded additional goodwill of $18.0 million related to these contingency payments. Payment of the $1.5 million recorded in 2014 will occur in the first quarter of 2015. |
Accounts_Receivable
Accounts Receivable | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounts Receivable, Net [Abstract] | |||||||||
Accounts Receivable, Net | ACCOUNTS RECEIVABLE, NET | ||||||||
Accounts receivable consist of the following: | |||||||||
At December 31, | |||||||||
2014 | 2013 | ||||||||
In thousands | |||||||||
Trade receivables | $ | 141,481 | $ | 125,092 | |||||
U.S. Government contracts: | |||||||||
Billed | 21,909 | 14,364 | |||||||
Costs and accrued profit – not billed | 1,581 | 6,340 | |||||||
Commercial and other government contracts: | |||||||||
Billed | 51,166 | 63,051 | |||||||
Costs and accrued profit – not billed | 21,719 | 853 | |||||||
Less allowance for doubtful accounts | (3,208 | ) | (3,827 | ) | |||||
Total | $ | 234,648 | $ | 205,873 | |||||
The increase in commercial and other government contracts unbilled costs and accrued profit is primarily related to receivables due under the SH-2G(I) New Zealand program. | |||||||||
Accounts receivable, net includes amounts for matters such as contract changes, negotiated settlements and claims for unanticipated contract costs. These amounts are as follows: | |||||||||
At December 31, | |||||||||
2014 | 2013 | ||||||||
In thousands | |||||||||
Contract changes, negotiated settlements and claims for unanticipated contract costs | $ | 4,561 | $ | 1,021 | |||||
Total | $ | 4,561 | $ | 1,021 | |||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||||||
Fair Value Measurements | FAIR VALUE MEASUREMENTS | ||||||||||||||||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. | |||||||||||||||||
The Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires us to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: | |||||||||||||||||
• | Level 1 — Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
• | Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data. | ||||||||||||||||
• | Level 3 — Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. | ||||||||||||||||
The following table provides the carrying value and fair value of financial instruments that are not carried at fair value at December 31, 2014 and 2013: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
In thousands | Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||
Long-term debt: | |||||||||||||||||
Level 1 | $ | 109,024 | $ | 145,188 | $ | 107,093 | $ | 147,822 | |||||||||
Level 2 | 172,208 | 164,204 | 167,562 | 155,473 | |||||||||||||
Total | $ | 281,232 | $ | 309,392 | $ | 274,655 | $ | 303,295 | |||||||||
The above fair values were computed based on quoted market prices and discounted future cash flows, as applicable. Differences from carrying amounts are attributable to interest rate changes subsequent to when the transaction occurred. The fair values of Cash and cash equivalents, Accounts receivable, net, Notes payable, and Accounts payable - trade approximate their carrying amounts due to the short-term maturities of these instruments. | |||||||||||||||||
Recurring Fair Value Measurements | |||||||||||||||||
The Company holds derivative instruments for foreign exchange contracts and interest rate swaps that are measured at fair value using observable market inputs such as forward rates and our counterparties’ credit risks. Based on these inputs, the derivative instruments are classified within Level 2 of the valuation hierarchy and have been included in other current assets and other assets on the Consolidated Balance Sheet at December 31, 2014 and 2013. Based on the continued ability to trade and enter into forward contracts and interest rate swaps, we consider the markets for our fair value instruments to be active. These contracts are not material to the Company's Consolidated Financial Statements for the years ended December 31, 2014, 2013 and 2012. | |||||||||||||||||
The Company evaluated the credit risk associated with the counterparties to these derivative instruments and determined that as of December 31, 2014, such credit risks have not had an adverse impact on the fair value of these instruments. | |||||||||||||||||
Nonrecurring Fair Value Measurements | |||||||||||||||||
Goodwill and indefinite-lived intangible assets are tested for possible impairment during the fourth quarter of each year. During 2013, management concluded that the carrying value of goodwill at its VT Composites reporting unit exceeded its fair value and, accordingly, recorded an impairment charge totaling $2.1 million to write down the goodwill to its implied fair value. After the $2.1 million charge there was $16.8 million of goodwill remaining at December 31, 2013, for this reporting unit. See Note 9, Goodwill and Other Intangible Assets, Net, for further discussion. | |||||||||||||||||
5. FAIR VALUE MEASUREMENTS (CONTINUED) | |||||||||||||||||
Nonrecurring Fair Value Measurements - continued | |||||||||||||||||
The nonrecurring fair value measurement for goodwill was developed using significant unobservable inputs (Level 3). For step-one of the impairment analysis, the primary valuation technique used was an income methodology based on management’s estimates of forecasted cash flows for each business unit, with those cash flows discounted to present value using rates commensurate with the risks associated with those cash flows. In addition, management used a market-based valuation method involving analysis of market multiples of revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”) for a group of comparable public companies. Valuation methods used to determine the fair value of the reporting unit’s assets and liabilities in order to perform a purchase price allocation included the income and market approach depending on the nature of the asset/liability. Assumptions used by management were similar to those that would be used by market participants performing valuations of the reporting unit. |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2014 | |
DERIVATIVE FINANCIAL INSTRUMENTS [Abstract] | |
Derivative Financial Instruments | DERIVATIVE FINANCIAL INSTRUMENTS |
The Company is exposed to certain risks relating to its ongoing business operations, including market risks relating to fluctuations in foreign currency exchange rates and interest rates. Derivative financial instruments are reported on the consolidated balance sheets at fair value. Changes in the fair values of derivatives are recorded each period in earnings or accumulated other comprehensive income, depending on whether a derivative is effective as part of a hedged transaction. Gains and losses on derivative instruments reported in accumulated other comprehensive income are subsequently included in earnings in the periods in which earnings are affected by the hedged item. The Company does not use derivative instruments for speculative purposes. | |
The Company held forward exchange contracts designed to hedge forecasted transactions denominated in foreign currencies and to minimize the impact of foreign currency fluctuations on the Company’s earnings and cash flows. Some of those contracts were designated as cash flow hedges. The Company will include in earnings amounts currently included in accumulated other comprehensive income upon recognition of cost of sales related to the underlying transaction. | |
The Company’s Term Loan Facility (“Term Loan”) contains floating rate obligations and is subject to interest rate fluctuations. During 2013, the Company entered into interest rate swap agreements for the purposes of hedging the eight quarterly variable-rate interest payments on its Term Loan due in 2014 and 2015. These interest rate swap agreements were designated as cash flow hedges and intended to manage interest rate risk associated with the Company’s variable-rate borrowings and minimize the impact on the Company's earnings and cash flows of interest rate fluctuations attributable to changes in LIBOR rates. These agreements are not material to the Company's Consolidated Financial Statements for the years ended December 31, 2014, 2013 and 2012. | |
During the second quarter of 2014, the Company entered into forward exchange contracts designed to hedge forecasted transactions denominated in foreign currencies and to minimize the impact of foreign currency fluctuations on the Company's earnings and cash flows. These contracts were entered into as a result of forecasted foreign currency transactions associated with the New Zealand contract to deliver ten SH-2G(I) aircraft and were designated as cash flow hedges. During the third quarter of 2014, the Company dedesignated these forward contracts, due to a change in the timing of payments. These contracts are not material to the Company's Consolidated Financial Statements for the years ended December 31, 2014, 2013 and 2012. |
Inventories
Inventories | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
INVENTORIES [Abstract] | |||||||||
Inventories | INVENTORIES | ||||||||
Inventories consist of the following: | |||||||||
At December 31, | |||||||||
2014 | 2013 | ||||||||
In thousands | |||||||||
Merchandise for resale | $ | 149,837 | $ | 152,194 | |||||
Raw materials | 19,954 | 20,609 | |||||||
Contracts in process: | |||||||||
U.S. Government, net of progress payments of $8,590 and $10,492 in 2014 and 2013, respectively | 106,036 | 105,737 | |||||||
Commercial and other government contracts | 51,348 | 71,044 | |||||||
Other work in process (including certain general stock materials) | 21,618 | 28,439 | |||||||
Finished goods | 10,948 | 12,472 | |||||||
Total | $ | 359,741 | $ | 390,495 | |||||
The decrease in commercial and other government contracts in 2014 is primarily attributable to the sale of SH-2G(I) inventory. | |||||||||
General and administrative costs incurred by the Aerospace segment operations that charged such costs to inventory during 2014 and 2013 were $39.2 million and $37.4 million, respectively. The estimated amounts of general and administrative costs remaining in contracts in process at December 31, 2014 and 2013, are $10.2 million and $5.4 million, respectively. These estimates are based on the ratio of such costs to total costs of production. | |||||||||
The Company had inventory of $7.4 million and $8.0 million as of December 31, 2014 and 2013, respectively, on consignment at customer locations, the majority of which is located with Distribution segment customers. | |||||||||
Inventories include amounts associated with matters such as contract changes, negotiated settlements and claims for unanticipated contract costs, which totaled $13.3 million and $11.6 million at December 31, 2014 and 2013, respectively. | |||||||||
K-MAX® inventory of $17.2 million and $17.0 million as of December 31, 2014 and 2013, respectively, is included in contracts and other work in process inventory and finished goods. Management believes that a significant portion of this K-MAX® inventory will be sold after December 31, 2015, based upon the anticipation of supporting the fleet for the foreseeable future. | |||||||||
At December 31, 2014 and 2013, $23.5 million and $43.8 million, respectively, of SH-2G(I), formerly SH-2G(A), inventory was included on the Company's balance sheet in contracts and other work in process inventory. On May 8, 2013, the Company announced that it had entered into a $120.6 million contract with the New Zealand MoD for the sale of ten SH-2G(I) Super Seasprite aircraft, spare parts, a full mission flight simulator, and related logistics support. Although a substantial portion of the SH-2G(I) inventory will be used in the performance of this new contract, management believes that $4.1 million of the SH-2G(I) inventory will be sold after December 31, 2015, based upon the time needed to prepare the aircraft for sale and the requirements of our customer. |
Property_Plant_and_Equipment_n
Property Plant and Equipment, net | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment, Net [Abstract] | |||||||||
Property, Plant and Equipment, Net | PROPERTY, PLANT AND EQUIPMENT, NET | ||||||||
Property, plant and equipment, net is summarized as follows: | |||||||||
At December 31, | |||||||||
2014 | 2013 | ||||||||
In thousands | |||||||||
Land | $ | 12,873 | $ | 12,357 | |||||
Buildings | 79,477 | 70,992 | |||||||
Leasehold improvements | 17,341 | 16,480 | |||||||
Machinery, office furniture and equipment | 216,527 | 182,897 | |||||||
Construction in process | 5,436 | 33,064 | |||||||
Total | 331,654 | 315,790 | |||||||
Less accumulated depreciation | (183,829 | ) | (167,282 | ) | |||||
Property, plant and equipment, net | $ | 147,825 | $ | 148,508 | |||||
Depreciation expense was $23.8 million, $20.8 million and $18.8 million for 2014, 2013 and 2012, respectively. Included in machinery, office furniture and equipment and construction in process is $1.5 million of assets purchased under the Company's master leasing agreement with PNC and accounted for as capital leases. These leases have not yet commenced as of December 31, 2014. See Note 16, Commitments and Contingencies, for a discussion on the master leasing agreement. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets, Net | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS, NET [Abstract] | |||||||||||||||||||||||||
Goodwill and Other Intangible Assets, Net | GOODWILL AND OTHER INTANGIBLE ASSETS, NET | ||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||
The following table sets forth the change in the carrying amount of goodwill for each reportable segment and for the Company: | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Distribution | Aerospace | Total | Distribution | Aerospace | Total | ||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Gross balance at beginning of period | $ | 105,637 | $ | 114,538 | $ | 220,175 | $ | 96,155 | $ | 110,072 | $ | 206,227 | |||||||||||||
Accumulated impairment | — | (16,252 | ) | (16,252 | ) | — | (14,181 | ) | (14,181 | ) | |||||||||||||||
Net balance at beginning of period | 105,637 | 98,286 | 203,923 | 96,155 | 95,891 | 192,046 | |||||||||||||||||||
Additions | 38,033 | 1,532 | 39,565 | 9,493 | 3,527 | 13,020 | |||||||||||||||||||
Change in goodwill due to the disposal of Delamac | (2,014 | ) | — | (2,014 | ) | — | — | — | |||||||||||||||||
Impairments | — | — | — | — | (2,071 | ) | (2,071 | ) | |||||||||||||||||
Foreign currency translation | (44 | ) | (2,849 | ) | (2,893 | ) | (11 | ) | 939 | 928 | |||||||||||||||
Net balance at end of period | $ | 141,612 | $ | 96,969 | $ | 238,581 | $ | 105,637 | $ | 98,286 | $ | 203,923 | |||||||||||||
Accumulated impairment at end of period | $ | — | $ | (16,252 | ) | $ | (16,252 | ) | $ | — | $ | (16,252 | ) | $ | (16,252 | ) | |||||||||
The increase in the goodwill balance at the Company's Distribution segment is primarily due to the acquisition of B.W. Rogers. See Note 3, Acquisitions, for further discussion of this acquisition. The addition to goodwill in the Company's Aerospace segment relates to an earnout payment associated with a previous acquisition. | |||||||||||||||||||||||||
9. GOODWILL AND OTHER INTANGIBLE ASSETS, NET (CONTINUED) | |||||||||||||||||||||||||
2014 Analysis | |||||||||||||||||||||||||
During 2014, the Company performed a reevaluation of its reporting units for the purpose of its annual goodwill assessment. The Company reorganized its metallic and composite aerostructures businesses, as well as its engineering design and air, vehicle and maintenance, repair and overhaul businesses, into a new entity called Kaman Aerosystems. The Company has designated this entity as a reporting unit for purposes of its annual assessment of goodwill for impairment. Since this is the first year the Company assessed goodwill at this reporting unit level, the two-step impairment test was performed. | |||||||||||||||||||||||||
Upon completion of the qualitative assessment of events and circumstances affecting recorded goodwill as described in Note 1, Summary of Significant Accounting Policies, the Company concluded that other than Aerosystems, no reporting units should be subject to the two-step goodwill impairment test required by ASC 350 at the end of 2014. The qualitative assessment that management performed took into consideration the following factors: general economic conditions, industry specific performance, changes in carrying values of the reporting units, the assessment of assumptions used in the previous fair value calculation and changes in transaction multiples. | |||||||||||||||||||||||||
The results of the Aerosystems Step 1 test indicated that the Company did not need to proceed to Step 2, as the percentage by which the fair value exceeds the carrying value is 16%. The Company performed a sensitivity analysis relative to the discount rate and growth rate selected and determined a decrease of 1% in the terminal growth rate or an increase of 1% in the discount rate would not result in a fair value calculation less than the carrying value for Aerosystems. | |||||||||||||||||||||||||
2013 Analysis | |||||||||||||||||||||||||
During 2013, the Company's legacy VT Composites reporting unit experienced delays on certain programs that were driven by changes in customers' requirements during 2012. The Company anticipated these changes in requirements would shift revenues and related cash flows into 2013 and future periods. The anticipated deferred revenues did not materialize to the levels the Company had projected in 2013, and therefore the results of Step 1 of the impairment analysis resulted in a fair value for the reporting unit below its carrying value. Prior to proceeding to Step 2 of the impairment analysis, management assessed the tangible and intangible assets subject to amortization to determine if they were impaired. Based on this analysis management concluded these assets were not impaired. Upon completion of the Step 2 impairment analysis, the Company recorded a non-cash non-tax deductible goodwill impairment charge of $2.1 million, or 11% of the reporting unit's total goodwill balance, to reduce the carrying value of goodwill to its implied fair value. This charge has been included in the 2013 operating results of the Company's Aerospace segment. | |||||||||||||||||||||||||
Other Intangible Assets | |||||||||||||||||||||||||
Other intangible assets consisted of: | |||||||||||||||||||||||||
At December 31, | At December 31, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Amortization | Gross | Accumulated | Gross | Accumulated | |||||||||||||||||||||
Period | Amount | Amortization | Amount | Amortization | |||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Customer lists / relationships | 6-21 years | $ | 123,005 | $ | (31,868 | ) | $ | 109,790 | $ | (23,647 | ) | ||||||||||||||
Trademarks / trade names | 3-8 years | 3,546 | (2,080 | ) | 2,695 | (1,594 | ) | ||||||||||||||||||
Non-compete agreements and other | 1-9 years | 6,719 | (4,948 | ) | 6,133 | (4,055 | ) | ||||||||||||||||||
Patents | 17 years | 523 | (406 | ) | 523 | (396 | ) | ||||||||||||||||||
Total | $ | 133,793 | $ | (39,302 | ) | $ | 119,141 | $ | (29,692 | ) | |||||||||||||||
The increase in the other intangible assets balance at December 31, 2014, as compared to December 31, 2013, is primarily due to the acquisition of B.W. Rogers. See Note 3, Acquisitions, for further discussion of this acquisition. Intangible asset amortization expense was $10.6 million, $9.2 million and $7.4 million in 2014, 2013 and 2012, respectively. | |||||||||||||||||||||||||
9. GOODWILL AND OTHER INTANGIBLE ASSETS, NET (CONTINUED) | |||||||||||||||||||||||||
Other Intangible Assets - continued | |||||||||||||||||||||||||
Estimated amortization expense for the next five years associated with intangible assets existing as of December 31, 2014, is as follows: | |||||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
2015 | $ | 12,164 | |||||||||||||||||||||||
2016 | $ | 11,650 | |||||||||||||||||||||||
2017 | $ | 11,728 | |||||||||||||||||||||||
2018 | $ | 11,728 | |||||||||||||||||||||||
2019 | $ | 10,609 | |||||||||||||||||||||||
In order to determine the useful life of our customer lists/relationships acquired, the Company considered numerous factors, most importantly the industry considerations associated with the acquired entities. The Company determined the amortization period for the customer lists/relationships intangible assets for its Distribution acquisitions in 2014 and 2013 based primarily on an analysis of their historical customer sales attrition information. |
Environmental_Costs
Environmental Costs | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
ENVIRONMENTAL COSTS [Abstract] | |||||||||
Environmental Costs | ENVIRONMENTAL COSTS | ||||||||
The following table displays the activity and balances associated with accruals related to environmental costs included in other accruals and payables and other long-term liabilities: | |||||||||
2014 | 2013 | ||||||||
In thousands | |||||||||
Balance at January 1 | $ | 11,531 | $ | 12,818 | |||||
Additions to accrual | 1,865 | 698 | |||||||
Payments | (2,465 | ) | (1,984 | ) | |||||
Other | (307 | ) | — | ||||||
Changes in foreign currency exchange rates | (26 | ) | (1 | ) | |||||
Balance at December 31 | $ | 10,598 | $ | 11,531 | |||||
Bloomfield | |||||||||
In August 2008, the Company completed its purchase of the portion of the Bloomfield campus that Kaman Aerospace Corporation had leased from NAVAIR for many years. In connection with the purchase, the Company has assumed responsibility for environmental remediation at the facility as may be required under the Connecticut Transfer Act (the “Transfer Act”) and it continues the effort to define the scope of the remediation that will be required by the Connecticut Department of Environmental Protection (“CTDEP”). The transaction was recorded by taking the undiscounted estimated remediation liability of $20.8 million and discounting it at a rate of 8% to its present value. The fair value of the Navy Property asset, which at that time approximated the discounted present value of the assumed environmental liability of $10.3 million, is included in Property, plant and equipment, net. This remediation process will take many years to complete. | |||||||||
10. ENVIRONMENTAL COSTS (CONTINUED) | |||||||||
The following represents estimated future payments for the undiscounted environmental remediation liability related to the Bloomfield campus as of December 31, 2014: | |||||||||
In thousands | |||||||||
2015 | $ | 1,839 | |||||||
2016 | 902 | ||||||||
2017 | 1,003 | ||||||||
2018 | 403 | ||||||||
2019 | 451 | ||||||||
Thereafter | 5,359 | ||||||||
Total | $ | 9,957 | |||||||
Other | |||||||||
During 2014, the Company sold its former manufacturing facility in Moosup, Connecticut to TD Development, LLC. In connection with the sale, the Company will contribute $4.0 million in cash to an escrow account over a four-year period to fund environmental remediation work that is expected to be performed on the site. The Company currently has $3.2 million accrued representing the unpaid portion of this contribution payable to TD Development. | |||||||||
The Company's environmental accrual also includes estimated environmental remediation costs that the Company expects to incur at the former Music segment’s New Hartford, CT facility and the Aerospace segment’s U.K. Composites facilities. The Company continues to assess the work that may be required at each of these facilities, which may result in a change to this accrual. | |||||||||
For further discussion of these matters, see Note 16, Commitments and Contingencies. |
Debt
Debt | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
DEBT [Abstract] | ||||||||||||
Debt | DEBT | |||||||||||
Long-Term Debt | ||||||||||||
The Company has long-term debt as follows: | ||||||||||||
At December 31, | ||||||||||||
2014 | 2013 | |||||||||||
In thousands | ||||||||||||
Revolving credit agreement | $ | 92,208 | $ | 77,562 | ||||||||
Term loan | 80,000 | 90,000 | ||||||||||
Convertible notes | 109,024 | 107,093 | ||||||||||
Total | 281,232 | 274,655 | ||||||||||
Less current portion | 10,000 | 10,000 | ||||||||||
Total excluding current portion | $ | 271,232 | $ | 264,655 | ||||||||
The weighted average interest rate on long-term borrowings outstanding as of December 31, 2014 and 2013, was 2.31%. | ||||||||||||
11. DEBT (CONTINUED) | ||||||||||||
The aggregate annual maturities of long-term debt for each of the next five years are approximately as follows: | ||||||||||||
In thousands | ||||||||||||
2015 | $ | 10,000 | ||||||||||
2016 | 10,000 | |||||||||||
2017 | 267,208 | |||||||||||
2018 | — | |||||||||||
2019 | — | |||||||||||
Long-Term Debt - continued | ||||||||||||
In the above table, the total principal of the Convertible Note of $115.0 million is included in the amount due in 2017. The carrying value of the Convertible Notes at December 31, 2014, is $109.0 million. | ||||||||||||
Revolving Credit and Term Loan Agreements | ||||||||||||
On November 20, 2012, the Company entered into a Credit Agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and RBS Citizens, N.A. as Co-Syndication Agents, J.P. Morgan Securities LLC (“J.P. Morgan Securities”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) and RBS Citizens, N.A. as Joint Bookrunners and Joint Lead Arrangers, and the other lenders named therein (collectively, the “Lenders”). The Credit Agreement, which expires on July 31, 2017, replaced the Company's then existing $275.0 million Amended and Restated Revolving Credit Agreement (the "Revolving Credit Agreement") and $42.5 million Second Amended and Restated Term Loan Credit Agreement (the Term Loan Agreement). | ||||||||||||
The Credit Agreement, provides a $400.0 million revolving credit facility under which we may issue letters of credit for our benefit and a $100.0 million term loan facility. The term loan commitment requires quarterly payments of principal (which commenced on March 31, 2013) at the rate of $2.5 million per quarter with $55.0 million payable in the final quarter of the facility's term. The Company may increase the aggregate amount of each of the revolving credit facility and the term loan facility by up to $100.0 million in accordance with the terms of the Credit Agreement. | ||||||||||||
The revolving credit facility permits the Company to pay cash dividends. The Lenders have been granted a security interest in substantially all of the Company’s and its domestic subsidiaries’ personal property and other assets (including intellectual property but excluding real estate), including a pledge of 66% of the Company’s equity interest in certain foreign subsidiaries and 100% of the Company’s equity interest in its domestic subsidiaries, as collateral for the Company’s obligations under the Credit Agreement. At December 31, 2014, there was $92.2 million outstanding under the Credit Agreement, excluding letters of credit, with $248.6 million available for borrowing. Letters of credit are considered borrowings for purposes of the Credit Agreement. A total of $59.2 million in letters of credit was outstanding under the Credit Agreement at December 31, 2014, $54.5 million of which related to the New Zealand SH-2G(I) sales contract. At December 31, 2013, there was $77.6 million outstanding under the Revolving Credit Agreement, excluding letters of credit, with $285.6 million available for borrowing. A total of $36.8 million in letters of credit was outstanding under the Revolving Credit Agreement at December 31, 2013, $30.3 million of which related to the New Zealand SH-2G(I) sales contract. | ||||||||||||
Interest rates on amounts outstanding under the Credit Agreement are variable, and are determined based on the Consolidated Senior Secured Leverage Ratio, as defined in the Credit Agreement. At December 31, 2014, the interest rate for the outstanding amounts on both the revolving credit facility and term loan commitment was 1.70%. At December 31, 2013, the interest rate for the outstanding amounts on both the former Revolving Credit Agreement and former Term Loan Agreement was 1.72%. In addition, the Company is required to pay a quarterly commitment fee on the unused revolving loan commitment amount at a rate ranging from 0.200% to 0.325% per annum, based on the Consolidated Senior Secured Leverage Ratio. Fees for outstanding letters of credit range from 1.250% to 2.125%, based on the Consolidated Senior Secured Leverage Ratio. | ||||||||||||
11. DEBT (CONTINUED) | ||||||||||||
Revolving Credit and Term Loan Agreements - continued | ||||||||||||
The financial covenants associated with the Credit Agreement include a requirement that (i) the ratio of Consolidated Senior Secured Indebtedness to Consolidated EBITDA, as defined in the Credit Agreement, cannot be greater than 3.50 to 1.00, (ii) the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, as defined in the Credit Agreement, cannot be | ||||||||||||
greater than 4.00 to 1.00, and iii) the ratio of Consolidated EBITDA to the sum of (a) all interest, premium payments, debt discounts, fees, charges and related expenses and (b) the portion of rent expense under capital leases that is treated as interest expense, as defined in the Credit Agreement, cannot be less than 4.00 to 1.00. The Company was in compliance with those financial covenants as of and for the quarter ended December 31, 2014, and management does not anticipate noncompliance in the foreseeable future. | ||||||||||||
Convertible Notes | ||||||||||||
In November 2010, the Company issued convertible unsecured notes due on November 15, 2017, in the aggregate principal amount of $115.0 million in a private placement offering (the "Convertible Notes"). These notes bear 3.25% interest per annum on the principal amount, payable semiannually in arrears on May 15 and November 15 of each year, beginning on May 15, 2011. Proceeds from the offering were $111.0 million, net of fees and expenses which were capitalized. The proceeds were used to repay $62.2 million of borrowings outstanding on the Company’s former Revolving Credit Agreement, make a $25.0 million voluntary contribution to the Qualified Pension Plan and pay $13.2 million for the purchase of call options related to the convertible note offering. See below for further discussion of the call options. | ||||||||||||
The Convertible Notes will mature on November 15, 2017, unless earlier redeemed, repurchased by the Company or converted. Upon conversion, the Convertible Notes require net share settlement, where the aggregate principal amount of the notes will be paid in cash and remaining amounts due, if any, will be settled in cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election. | ||||||||||||
11. DEBT (CONTINUED) | ||||||||||||
Convertible Notes - continued | ||||||||||||
The following table illustrates the conversion rate at each date: | ||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||
Convertible Notes | ||||||||||||
Conversion Rate per $1,000 principal amount (1) | 29.6876 | 29.6292 | ||||||||||
Conversion Price (2) | $ | 33.68 | $ | 33.75 | ||||||||
Contingent Conversion Price (3) | $ | 43.79 | $ | 43.88 | ||||||||
Aggregate shares to be issued upon conversion (4) | 3,414,074 | 3,407,357 | ||||||||||
(1) Represents the number of shares of Common Stock hypothetically issuable per $1,000 principal amount of Notes, subject to adjustments per the Convertible Note Indenture dated November 19, 2010. At the date the Company issued the Convertible Notes, the conversion rate initially equaled 29.4499 shares of common stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $33.96 per share of common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events, such as an increase in the dividend paid to shareholders. | ||||||||||||
(2) Represents $1,000 divided by the conversion rate as of such date. The conversion price reflects the strike price of the embedded option within the Convertible Note. Were the Company's share price to exceed the conversion price at conversion the noteholders would be entitled to receive additional consideration either in cash, shares or a combination, the form of which is at the sole discretion of the Company. | ||||||||||||
(3) Prior to May 15, 2017, the notes are convertible only in the following circumstances: (1) during any fiscal quarter commencing after April 1, 2011, and only during any such fiscal quarter, if the last reported sale price of our common stock was greater than or equal to 130% of the applicable conversion price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on the last trading day of the previous fiscal quarter, (2) upon the occurrence of specified corporate transactions, or (3) during the five consecutive business-day period following any five consecutive trading-day period in which, for each day of that period, the trading price for the notes was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on such trading day. On and after May 15, 2017, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances. Upon a change in control or termination of trading, holders of the notes may require us to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount, plus any accrued and unpaid interest. | ||||||||||||
(4) This represents the number of shares hypothetically issuable upon conversion of the principal balance of the Convertible Notes at each date; however, as the terms of the Convertible Notes require net share settlement, the aggregate principal amount of the notes will be paid in cash. Amounts due in excess of the principal, if any, may be settled in cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election. | ||||||||||||
Because the embedded conversion option is indexed to the Company’s own stock and would be classified in shareholders’ equity, it does not meet the criterion under FASB Accounting Standards Codification Topic 815 - Derivatives and Hedging ("ASC 815") that would require separate accounting as a derivative instrument. | ||||||||||||
In connection with the offering, we entered into convertible note hedge transactions with affiliates of the initial purchasers. These transactions are intended to reduce the potential dilution to our Company's shareholders upon any future conversion of the notes. The call options, which cost an aggregate $13.2 million, were recorded as a reduction of additional paid-in capital. The Company also entered into warrant transactions concurrently with the offering, pursuant to which we sold warrants to acquire up to approximately 3.4 million shares of our common stock to the same counterparties that entered into the convertible note hedge transactions. Proceeds received from the issuance of the warrants totaled approximately $1.9 million and were recorded as additional paid-in capital. The convertible note hedge and warrant transactions effectively increased the conversion price of the convertible notes. | ||||||||||||
11. DEBT (CONTINUED) | ||||||||||||
Convertible Notes - continued | ||||||||||||
The following table illustrates the warrant price at each date: | ||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||
Warrants | ||||||||||||
Warrant Price | $ | 44.05 | $ | 44.14 | ||||||||
ASC 815 provides that contracts are initially classified as equity if (1) the contract requires physical settlement or net-share settlement, or (2) the contract gives the company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The settlement terms of our purchased call options and sold warrant contracts require net-share settlement. Based on the guidance in ASC 815, the purchased call option contracts were recorded as a reduction of equity and the warrants were recorded as an addition to equity as of the trade date. ASC 815 states that a reporting entity shall not consider contracts to be derivative instruments if the contract issued or held by the reporting entity is both indexed to its own stock and classified in shareholders' equity in its Consolidated Balance Sheet. The Company concluded the purchased call option contracts and the warrant contracts should be accounted for in shareholders' equity and are therefore not to be considered derivative instruments. | ||||||||||||
ASC 470-20 Debt with Conversion and Other Options (“ASC 470-20”), clarifies the accounting for convertible debt instruments that may be settled in cash upon conversion, including partial cash settlement. ASC 470-20 specifies that an issuer of such instruments should separately account for the liability and equity components of the instruments in a manner that reflects the issuer's non-convertible debt borrowing rate which interest costs are to be recognized in subsequent periods. The note payable principal balance at the date of issuance of $115.0 million was bifurcated into the debt component of $101.7 million and the equity component of $13.3 million. The difference between the note payable principal balance and the value of the debt component is being accreted to interest expense over the term of the notes. The debt component was recognized at the present value of associated cash flows discounted using a 5.25% discount rate, the borrowing rate at the date of issuance for a similar debt instrument without a conversion feature. The Company incurred $3.6 million of debt issuance costs in connection with the sale of the Convertible Notes, of which $0.5 million was recorded as an offset to additional paid-in capital. The balance, $3.1 million, is being amortized over the term of the notes. Total amortization expense for each of the years ended December 31, 2014, 2013, and 2012 was $0.5 million. | ||||||||||||
The carrying amount of the equity component and the principal amount of the liability component, the unamortized discount, and the net carrying amount of the liability are as follows: | ||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||
In thousands | ||||||||||||
Principal amount of liability | $ | 115,000 | $ | 115,000 | ||||||||
Unamortized discount | 5,976 | 7,907 | ||||||||||
Carrying value of liability | $ | 109,024 | $ | 107,093 | ||||||||
Equity component | $ | 13,329 | $ | 13,329 | ||||||||
As of December 31, 2014, the "if converted value" exceeds the principal amount of the Convertible Notes by $21.7 million since the closing price of the Company's Common Stock was $40.09 compared to the conversion price of $33.68 for the Convertible Notes. | ||||||||||||
11. DEBT (CONTINUED) | ||||||||||||
Convertible Notes - continued | ||||||||||||
Interest expense associated with the Convertible Notes consisted of the following: | ||||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
In thousands | ||||||||||||
Contractual coupon rate of interest | $ | 3,738 | $ | 3,738 | $ | 3,738 | ||||||
Accretion of convertible notes discount | 1,931 | 1,833 | 1,738 | |||||||||
Interest expense - convertible notes | $ | 5,669 | $ | 5,571 | $ | 5,476 | ||||||
Short-Term Borrowings | ||||||||||||
The Company also has certain other credit arrangements to borrow funds on a short-term basis with interest at current market rates. There were no material short-term borrowings outstanding under such other credit arrangements as of December 31, 2014. As of December 31, 2013, there were $0.6 million of short-term borrowings outstanding under such other credit arrangements. The weighted average interest rate on short-term borrowings for 2014 and 2013 was 2.5%. | ||||||||||||
Debt Issuance Costs | ||||||||||||
In 2012, the Company incurred $2.4 million in debt issuance costs in connection with the Credit Agreement. These costs have been capitalized and will be amortized over the term of the agreement. Total amortization expense for the years ended December 31, 2014 and 2013, was $1.1 million. Total amortization expense for the year ended December 31, 2012, was $1.3 million, including the $0.2 million write-off of capitalized fees related to the former Revolving Credit Agreement and former Term Loan Agreement. | ||||||||||||
Interest Payments | ||||||||||||
Cash payments for interest were $11.9 million, $11.3 million and $10.2 million in 2014, 2013 and 2012, respectively. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract] | |||||||||
Accumulated Other Comprehensive Income (Loss) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||
The components of accumulated other comprehensive income (loss) are shown below: | |||||||||
2014 | 2013 | ||||||||
In thousands | |||||||||
Foreign currency translation: | |||||||||
Beginning balance | $ | (14,219 | ) | $ | (16,515 | ) | |||
Net gain/(loss) on foreign currency translation | (3,833 | ) | 2,296 | ||||||
Reclassification to net income | (2,624 | ) | — | ||||||
Other comprehensive income/(loss), net of tax | (6,457 | ) | 2,296 | ||||||
Ending balance | $ | (20,676 | ) | $ | (14,219 | ) | |||
Pension and other post-retirement benefits (a): | |||||||||
Beginning balance | $ | (66,317 | ) | $ | (104,551 | ) | |||
Reclassification to net income | |||||||||
Amortization of prior service cost, net of tax expense of $37 and $38, respectively | 61 | 60 | |||||||
Amortization of net loss, net of tax expense of $1,583 and $3,677, respectively | 2,614 | 5,875 | |||||||
Change in net gain, net of tax benefit (expense) of $25,203 and ($20,218), respectively | (41,622 | ) | 32,299 | ||||||
Other comprehensive income/(loss), net of tax | (38,947 | ) | 38,234 | ||||||
Ending balance | $ | (105,264 | ) | $ | (66,317 | ) | |||
Derivative instruments (b): | |||||||||
Beginning balance | $ | (585 | ) | $ | (524 | ) | |||
Net loss on derivative instruments, net of tax benefit of $162 and $104, respectively | (268 | ) | (172 | ) | |||||
Reclassification to net income, net of tax expense of $323 and $66, respectively | 532 | 111 | |||||||
Other comprehensive income/(loss), net of tax | 264 | (61 | ) | ||||||
Ending balance | $ | (321 | ) | $ | (585 | ) | |||
Total accumulated other comprehensive income (loss) | $ | (126,261 | ) | $ | (81,121 | ) | |||
(a) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 14, Pension Plans for additional information) | |||||||||
(b) See Note 6, Derivative Financial Instruments, for additional information regarding our derivative instruments. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
INCOME TAXES [Abstract] | |||||||||||||
Income Taxes | INCOME TAXES | ||||||||||||
The components of income tax expense (benefit) associated with continuing operations are as follows: | |||||||||||||
For the year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
In thousands | |||||||||||||
Current: | |||||||||||||
Federal | $ | 26,296 | $ | 21,916 | $ | 25,110 | |||||||
State | (796 | ) | 3,731 | 1,627 | |||||||||
Foreign | 905 | 1,768 | 1,123 | ||||||||||
26,405 | 27,415 | 27,860 | |||||||||||
Deferred: | |||||||||||||
Federal | 5,256 | 5,688 | (455 | ) | |||||||||
State | (380 | ) | (270 | ) | 915 | ||||||||
Foreign | (559 | ) | (1,245 | ) | (1,572 | ) | |||||||
4,317 | 4,173 | (1,112 | ) | ||||||||||
Total | $ | 30,722 | $ | 31,588 | $ | 26,748 | |||||||
The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below: | |||||||||||||
At December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
In thousands | |||||||||||||
Deferred tax assets: | |||||||||||||
Deferred employee benefits | $ | 75,026 | $ | 53,108 | |||||||||
Inventories | 10,332 | 13,797 | |||||||||||
Tax loss and credit carryforwards | 9,895 | 7,540 | |||||||||||
Long-term contracts | 3,477 | 6,345 | |||||||||||
Accrued liabilities and other items | 11,627 | 11,295 | |||||||||||
Total deferred tax assets | 110,357 | 92,085 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Property, plant and equipment | (15,666 | ) | (17,741 | ) | |||||||||
Intangibles | (29,693 | ) | (28,798 | ) | |||||||||
Other items | (3,096 | ) | (4,382 | ) | |||||||||
Total deferred tax liabilities | (48,455 | ) | (50,921 | ) | |||||||||
Net deferred tax assets before valuation allowance | 61,902 | 41,164 | |||||||||||
Valuation allowance | (4,694 | ) | (4,657 | ) | |||||||||
Net deferred tax assets after valuation allowance | $ | 57,208 | $ | 36,507 | |||||||||
There was no material net change in the valuation allowance from December 31, 2013, to December 31, 2014, with the balance being $4.7 million at each date. Valuation allowances reduced the deferred tax asset attributable to state loss and credit carryforwards to an amount that, based upon all available information, is more likely than not to be realized. Reversal of the valuation allowance is contingent upon the recognition of future taxable income in the respective jurisdictions or changes in circumstances which cause the realization of the benefits of the carryforwards to become more likely than not. | |||||||||||||
A portion of the net deferred tax assets, $2.7 million, is related to a capital loss recorded on the disposition of the Company's Distribution segment’s Mexico operations. The realization of these benefits is dependent in part on future taxable capital gains and tax planning strategies designed to realize the benefit associated with the capital loss. All remaining U.S. foreign tax credit carryforwards have been fully utilized as of December 31, 2014. State carryforwards are in numerous jurisdictions with varying lives. | |||||||||||||
13. INCOME TAXES (CONTINUED) | |||||||||||||
No valuation allowance has been recorded against the other deferred tax assets because the Company believes that these deferred tax assets will, more likely than not, be realized. This determination is based largely upon the Company's earnings history and its anticipated future taxable income. In addition, the Company has the ability to offset deferred tax assets against deferred tax liabilities created for such items as depreciation and amortization. | |||||||||||||
Pre-tax income (loss) from foreign operations amounted to $(2.3) million, $(3.0) million and $1.4 million in 2014, 2013 and 2012, respectively. U.S. income taxes have not been provided on $26.6 million of undistributed earnings of foreign subsidiaries since it is the Company’s intention to permanently reinvest such earnings or to distribute them only when it is tax efficient to do so. It is impracticable to estimate the total tax liability, if any, that would be created by the future distribution of these earnings. | |||||||||||||
The provision for income taxes associated with continuing operations differs from that computed at the federal statutory corporate tax rate as follows: | |||||||||||||
For the year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
In thousands | |||||||||||||
Federal tax at 35% statutory rate | $ | 33,776 | $ | 31,729 | $ | 27,893 | |||||||
State income taxes, net of federal benefit | (765 | ) | 2,250 | 1,652 | |||||||||
Tax effect of: | |||||||||||||
Section 199 Manufacturing deduction | (2,000 | ) | (2,200 | ) | (1,400 | ) | |||||||
Other, net | (289 | ) | (191 | ) | (1,397 | ) | |||||||
Income tax expense | $ | 30,722 | $ | 31,588 | $ | 26,748 | |||||||
The Company records a benefit for uncertain tax positions in the financial statements only when it determines it is more likely than not that such a position will be sustained upon examination by taxing authorities. Unrecognized tax benefits represent the difference between the position taken and the benefit reflected in the financial statements. On December 31, 2014, 2013 and 2012 the total liability for unrecognized tax benefits was $2.4 million, $2.3 million and $3.9 million, respectively (including interest and penalties of $0.3 million in 2014 and $0.6 million in 2013 and 2012). The change in the liability for 2014, 2013 and 2012 is explained as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
In thousands | |||||||||||||
Balance at January 1 | $ | 2,302 | $ | 3,886 | $ | 4,388 | |||||||
Additions based on current year tax positions | 512 | 364 | 258 | ||||||||||
Changes for tax positions of prior years | 33 | (907 | ) | 113 | |||||||||
Settlements | (165 | ) | (264 | ) | (82 | ) | |||||||
Additions due to acquired business | — | 414 | — | ||||||||||
Reductions due to lapses in statutes of limitation | (241 | ) | (1,191 | ) | (791 | ) | |||||||
Balance at December 31 | $ | 2,441 | $ | 2,302 | $ | 3,886 | |||||||
Included in unrecognized tax benefits at December 31, 2014, were items approximating $1.7 million that, if recognized, would favorably affect the Company’s effective tax rate in future periods. The Company files tax returns in numerous U.S. and foreign jurisdictions, with returns subject to examination for varying periods, but generally back to and including 2009. During 2014, 2013 and 2012, $0.1 million or less of interest and penalties was recognized each year as a component of income tax expense. It is the Company’s policy to record interest and penalties on unrecognized tax benefits as income taxes. | |||||||||||||
Cash payments for income taxes, net of refunds, were $22.8 million, $33.1 million, and $26.9 million in 2014, 2013 and 2012, respectively. |
Pension_Plan
Pension Plan | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
PENSION PLANS [Abstract] | |||||||||||||||||||||||||
Pension Plans | PENSION PLANS | ||||||||||||||||||||||||
The Company has a non-contributory qualified defined benefit pension plan (the “Qualified Pension Plan”). On February 23, 2010, the Company’s Board of Directors approved an amendment to the Qualified Pension Plan that, among other things, closed the Qualified Pension Plan to all new hires on or after March 1, 2010, and changed the benefit calculation for existing employees related to pay and years of service. Specifically, changes in pay were taken into account for benefit calculation purposes until the end of calendar year 2010, the benefit formula was improved to use the highest five years out of the last ten years of service up to December 31, 2010, whether consecutive or not, and years of service will continue to be added for purposes of the benefit calculations through December 31, 2015, with no further accrual of benefits for service thereafter except for vesting purposes. | |||||||||||||||||||||||||
The Company also has a Supplemental Employees’ Retirement Plan (“SERP”), which is considered a non-qualified pension plan. The SERP provides certain key executives, whose compensation is in excess of the limitations imposed by federal law on the qualified defined benefit pension plan, with supplemental benefits based upon eligible earnings, years of service and age at retirement. During 2010, the Company's Board of Directors also approved an amendment to the SERP that made changes consistent with the pension plan amendment except that the SERP already provided for the use of non-consecutive years of service for benefit calculation purposes and there was no provision needed regarding limitations on future participation because executives already had to be approved for SERP participation by the Board's Personnel & Compensation Committee (the "Committee") and the Board of Directors. The Committee and the Board have not approved any new participants to the SERP since February 28, 2010, and do not intend to do so at any time in the future. The measurement date for both these plans is December 31. | |||||||||||||||||||||||||
Obligations and Funded Status | |||||||||||||||||||||||||
The changes in the actuarial present value of the projected benefit obligation and fair value of plan assets are as follows: | |||||||||||||||||||||||||
For the year ended December 31, | |||||||||||||||||||||||||
Qualified Pension Plan | SERP | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Projected benefit obligation at beginning of year | $ | 641,235 | $ | 706,356 | $ | 9,910 | $ | 12,326 | |||||||||||||||||
Service cost | 11,759 | 14,347 | 256 | 340 | |||||||||||||||||||||
Interest cost | 28,835 | 25,596 | 342 | 311 | |||||||||||||||||||||
Actuarial liability (gain) loss (a) | 84,848 | (78,609 | ) | 660 | (458 | ) | |||||||||||||||||||
Benefit payments | (28,398 | ) | (26,455 | ) | (819 | ) | (2,291 | ) | |||||||||||||||||
(Curtailment) / Settlement | — | — | — | (318 | ) | ||||||||||||||||||||
Projected benefit obligation at end of year | $ | 738,279 | $ | 641,235 | $ | 10,349 | $ | 9,910 | |||||||||||||||||
Fair value of plan assets at beginning of year | $ | 555,400 | $ | 557,653 | $ | — | $ | — | |||||||||||||||||
Actual return on plan assets | 59,731 | 14,202 | — | — | |||||||||||||||||||||
Employer contributions | 10,000 | 10,000 | 819 | 2,291 | |||||||||||||||||||||
Benefit payments | (28,398 | ) | (26,455 | ) | (819 | ) | (2,291 | ) | |||||||||||||||||
Fair value of plan assets at end of year | $ | 596,733 | $ | 555,400 | $ | — | $ | — | |||||||||||||||||
Funded status at end of year | $ | (141,546 | ) | $ | (85,835 | ) | $ | (10,349 | ) | $ | (9,910 | ) | |||||||||||||
Accumulated benefit obligation | $ | 738,279 | $ | 641,235 | $ | 10,349 | $ | 9,910 | |||||||||||||||||
(a) The actuarial liability (gain)/loss amount for the qualified pension plan for 2014 and 2013 is principally due to the effect of changes in the discount rate. Additionally, in 2014 a new set of mortality tables was issued by the Society of Actuaries ("SOA"), which impacted the valuation of the Company's obligations under the qualified pension plan and SERP. | |||||||||||||||||||||||||
14. PENSION PLANS (CONTINUED) | |||||||||||||||||||||||||
Obligations and Funded Status - continued | |||||||||||||||||||||||||
The Company has recorded liabilities related to our qualified pension plan and SERP as follows: | |||||||||||||||||||||||||
At December 31, | |||||||||||||||||||||||||
Qualified Pension Plan | SERP | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Current liabilities (a) | $ | — | $ | — | $ | (531 | ) | $ | (819 | ) | |||||||||||||||
Noncurrent liabilities | (141,546 | ) | (85,835 | ) | (9,818 | ) | (9,091 | ) | |||||||||||||||||
Total | $ | (141,546 | ) | $ | (85,835 | ) | $ | (10,349 | ) | $ | (9,910 | ) | |||||||||||||
(a) The current liabilities are included in other accruals and payables on the Consolidated Balance Sheets. | |||||||||||||||||||||||||
Certain amounts included in accumulated other comprehensive income on the Consolidated Balance Sheets represent costs that will be recognized as components of pension cost in future periods. These consist of: | |||||||||||||||||||||||||
At December 31, | |||||||||||||||||||||||||
Qualified Pension Plan | SERP | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Unrecognized (gain) or loss | $ | 167,329 | $ | 105,269 | $ | 1,609 | $ | 1,040 | |||||||||||||||||
Unrecognized prior service cost | 57 | 156 | — | — | |||||||||||||||||||||
Amount included in accumulated other comprehensive income | $ | 167,386 | $ | 105,425 | $ | 1,609 | $ | 1,040 | |||||||||||||||||
The amount of unrecognized loss and prior service cost for the qualified pension plan and the SERP, respectively, that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next year is estimated to be $9.6 million and $0.2 million. | |||||||||||||||||||||||||
14. PENSION PLANS (CONTINUED) | |||||||||||||||||||||||||
Obligations and Funded Status - continued | |||||||||||||||||||||||||
The pension plan net periodic benefit costs on the Consolidated Statements of Operations and other amounts recognized in other comprehensive income (loss) on the Consolidated Statements of Comprehensive Income and Consolidated Statements of Shareholders’ Equity were computed using the projected unit credit actuarial cost method and included the following components: | |||||||||||||||||||||||||
For the year ended December 31, | |||||||||||||||||||||||||
Qualified Pension Plan | SERP | ||||||||||||||||||||||||
2014 | 2013 | 2012 | 2014 | 2013 | 2012 | ||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Service cost for benefits earned during the year | $ | 11,759 | $ | 14,347 | $ | 14,075 | $ | 256 | $ | 340 | $ | 380 | |||||||||||||
Interest cost on projected benefit obligation | 28,835 | 25,596 | 26,312 | 342 | 311 | 408 | |||||||||||||||||||
Expected return on plan assets | (41,047 | ) | (41,347 | ) | (37,878 | ) | — | — | — | ||||||||||||||||
Amortization of prior service cost | 98 | 98 | 98 | — | — | — | |||||||||||||||||||
Recognized net loss | 4,106 | 9,291 | 7,844 | 91 | 261 | 169 | |||||||||||||||||||
Additional amount recognized due to curtailment/settlement | — | — | — | — | 276 | 198 | |||||||||||||||||||
Net pension benefit cost | $ | 3,751 | $ | 7,985 | $ | 10,451 | $ | 689 | $ | 1,188 | $ | 1,155 | |||||||||||||
Change in prior service cost | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
Change in net gain or loss | 66,165 | (51,465 | ) | 20,365 | 660 | (1,052 | ) | 815 | |||||||||||||||||
Amortization of prior service cost | (98 | ) | (98 | ) | (98 | ) | — | — | — | ||||||||||||||||
Amortization of net loss | (4,106 | ) | (9,291 | ) | (7,844 | ) | (91 | ) | (261 | ) | (169 | ) | |||||||||||||
Total recognized in other comprehensive income (loss) | $ | 61,961 | $ | (60,854 | ) | $ | 12,423 | $ | 569 | $ | (1,313 | ) | $ | 646 | |||||||||||
Total recognized in net periodic benefit cost and other comprehensive income (loss) | $ | 65,712 | $ | (52,869 | ) | $ | 22,874 | $ | 1,258 | $ | (125 | ) | $ | 1,801 | |||||||||||
The following tables show the amount of the contributions made to the Qualified Pension Plan and SERP during each period and the amount of contributions the Company expects to make during 2015: | |||||||||||||||||||||||||
Qualified Pension Plan | SERP | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Contributions | $ | 10,000 | $ | 10,000 | $ | 819 | $ | 2,291 | |||||||||||||||||
Qualified Pension Plan (a) | SERP | ||||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Expected contributions during 2015 | $ | 10,000 | $ | 531 | |||||||||||||||||||||
(a) As of the date of this report, the Company has already contributed this $10.0 million to the qualified pension plan; no further contributions are expected to be made in 2015. | |||||||||||||||||||||||||
14. PENSION PLANS (CONTINUED) | |||||||||||||||||||||||||
Obligations and Funded Status - continued | |||||||||||||||||||||||||
Expected future benefit payments, which reflect expected future service, are as follows: | |||||||||||||||||||||||||
Qualified | SERP | ||||||||||||||||||||||||
Pension Plan | |||||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
2015 | $ | 30,713 | $ | 531 | |||||||||||||||||||||
2016 | 32,441 | 522 | |||||||||||||||||||||||
2017 | 34,053 | 3,014 | |||||||||||||||||||||||
2018 | 35,470 | 500 | |||||||||||||||||||||||
2019 | 37,085 | 488 | |||||||||||||||||||||||
2020-2024 | 206,438 | 4,407 | |||||||||||||||||||||||
In October 2014, the SOA finalized a new set of mortality tables. Mortality is a key assumption in developing actuarial estimates, and therefore could significantly impact the valuation of the Company's obligations under the qualified pension plan and SERP. The Company reviewed the new mortality data at December 31, 2014. Based on the size and demographics of the plan's participant population, the Company determined RP-2000 Scale AA Generational based mortality table is the most appropriate assumption. | |||||||||||||||||||||||||
Prior to 2014, the Company used the Citigroup Discount Yield Curve in generating its discount rate assumption. As part of the Company's annual evaluation of its assumptions, the Citigroup Above Median Double-A Curve was deemed to be a more appropriate basis for generating our discount rate assumption, as the future cash flows of the plan are more closely aligned to the Above Median Double-A Curve. The actuarial assumptions used in determining benefit obligations of the pension plans are as follows: | |||||||||||||||||||||||||
At December 31, | |||||||||||||||||||||||||
Qualified Pension Plan | SERP | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
Discount rate | 3.8 | % | 4.6 | % | 3.15 | % | 3.6 | % | |||||||||||||||||
The actuarial assumptions used in determining the net periodic benefit cost of the pension plans are as follows: | |||||||||||||||||||||||||
For the year ended December 31, | |||||||||||||||||||||||||
Qualified Pension Plan | SERP | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
Discount rate | 4.6 | % | 3.7 | % | 3.6 | % | 2.85 | % | |||||||||||||||||
Expected return on plan assets | 7.5 | % | 7.5 | % | N/A | N/A | |||||||||||||||||||
Average rate of increase in compensation levels | N/A | N/A | N/A | N/A | |||||||||||||||||||||
14. PENSION PLANS (CONTINUED) | |||||||||||||||||||||||||
Qualified Pension Plan Assets | |||||||||||||||||||||||||
The expected return on plan assets rate was determined based upon historical returns adjusted for estimated future market fluctuations. For 2014 and 2013, the expected rate of return on plan assets was 7.5%. During 2014, the actual return on pension plan assets, net of expenses, was 11.4%. | |||||||||||||||||||||||||
Plan assets are invested in a diversified portfolio consisting of equity and fixed income securities. The investment goals for pension plan assets are to improve and/or maintain the Plan’s funded status by generating long-term asset returns that exceed the rate of growth of the Plan’s liabilities. The Plan invests assets in a manner that seeks to (a) maximize return within reasonable and prudent levels of risk of loss of funded status; and (b) maintain sufficient liquidity to meet benefit payment obligations and other periodic cash flow requirements on a timely basis. The return generation/liability matching asset allocation ratio is currently 48.5%/51.5%. As the plan’s funded status changes, the pension plan’s Administrative Committee (the management committee that is responsible for plan administration) will act through an immediate or gradual process, as appropriate, to reallocate assets. | |||||||||||||||||||||||||
Under the current investment policy no Investment Manager may invest in investments deemed illiquid by the Investment Manager at the time of purchase, development programs, real estate, mortgages or private equities or securities of Kaman Corporation without prior written authorization from the Finance Committee of the Board of Directors. In addition, with the exception of U.S. Government securities, managers’ holdings in the securities of any one issuer, at the time of purchase, may not exceed 7.5% of the total market value of that manager’s account. | |||||||||||||||||||||||||
The pension plan assets are valued at fair value. The following is a description of the valuation methodologies used for the investments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy. | |||||||||||||||||||||||||
Short-term Investments – This investment category consists of cash and cash equivalents and futures and options contracts. Cash and cash equivalents are comprised of investments with maturities of three months or less when purchased, including certain short-term fixed-income securities, and are classified as Level 1 investments. Futures contracts and options contracts requiring the investment managers to receive from or pay to the broker an amount of cash equal to daily fluctuations are included in short-term investments and are classified as Level 2 investments. | |||||||||||||||||||||||||
Corporate Stock – This investment category consists of primarily domestic common stock issued by U.S. corporations. Common shares are traded actively on exchanges and price quotes for these shares are readily available. Holdings of corporate stock are classified as Level 1 investments. | |||||||||||||||||||||||||
Mutual Funds –Mutual funds are traded actively on public exchanges. The share prices for these mutual funds are published at the close of each business day. Holdings of mutual funds are classified as Level 1 investments. | |||||||||||||||||||||||||
Common Trust Funds – Common trust funds are comprised of shares or units in commingled funds that are not publicly traded. The values of the commingled funds are not publicly quoted and must trade through a broker. For equity and fixed-income commingled funds traded through a broker, the fund administrator values the fund using the net asset value (“NAV”) per fund share, derived from the value of the underlying assets. The underlying assets in these funds (equity securities, fixed income securities, and commodity-related securities) are publicly traded on exchanges and price quotes for the assets held by these funds are readily available. Holdings of common trust funds are classified as Level 2 investments. | |||||||||||||||||||||||||
Fixed Income Securities - For fixed income securities, multiple prices and price types are obtained from pricing vendors whenever possible, which enables cross-provider validations. A primary price source is identified based on asset type, class or issue for each security. The fair values of fixed income securities are based on evaluated prices that reflect observable market information, such as actual trade information of similar securities, adjusted for observable differences, and are categorized as Level 2. These securities are primarily investment grade securities. | |||||||||||||||||||||||||
14. PENSION PLANS (CONTINUED) | |||||||||||||||||||||||||
Plan Assets for Qualified Pension Plan - continued | |||||||||||||||||||||||||
The fair values of the Company’s qualified pension plan assets at December 31, 2014 and 2013, are as follows: | |||||||||||||||||||||||||
Total Carrying | Quoted prices in | Significant other | Significant | ||||||||||||||||||||||
Value at | active markets | observable | unobservable | ||||||||||||||||||||||
December 31, | (Level 1) | inputs | inputs | ||||||||||||||||||||||
2014 | (Level 2) | (Level 3) | |||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Short-term investments: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | 12,063 | $ | 12,063 | $ | — | $ | — | |||||||||||||||||
Futures contracts | — | — | — | — | |||||||||||||||||||||
Fixed income securities: | |||||||||||||||||||||||||
U.S. Government and agency securities (a) | 83,915 | — | 83,915 | — | |||||||||||||||||||||
Bonds: | |||||||||||||||||||||||||
Corporate fixed income | 112,811 | — | 112,811 | — | |||||||||||||||||||||
Foreign fixed income | — | — | — | — | |||||||||||||||||||||
Other fixed income (b) | 2,080 | — | 2,080 | — | |||||||||||||||||||||
Mutual funds | 93,659 | 93,659 | — | — | |||||||||||||||||||||
Common trust funds | 240,438 | — | 240,438 | — | |||||||||||||||||||||
Corporate stock | 49,802 | 49,802 | — | — | |||||||||||||||||||||
Subtotal | $ | 594,768 | $ | 155,524 | $ | 439,244 | $ | — | |||||||||||||||||
Accrued income/expense | 1,965 | 47 | 1,918 | — | |||||||||||||||||||||
Total | $ | 596,733 | $ | 155,571 | $ | 441,162 | $ | — | |||||||||||||||||
14. PENSION PLANS (CONTINUED) | |||||||||||||||||||||||||
Plan Assets for Qualified Pension Plan - continued | |||||||||||||||||||||||||
Total Carrying | Quoted prices in | Significant other | Significant | ||||||||||||||||||||||
Value at | active markets | observable | unobservable | ||||||||||||||||||||||
December 31, | (Level 1) | inputs | inputs | ||||||||||||||||||||||
2013 | (Level 2) | (Level 3) | |||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Short term investments: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | 23,668 | $ | 23,668 | $ | — | $ | — | |||||||||||||||||
Futures contracts | (2,196 | ) | — | (2,196 | ) | — | |||||||||||||||||||
Fixed income securities: | |||||||||||||||||||||||||
US Government and agency securities (a) | 61,592 | — | 61,592 | — | |||||||||||||||||||||
Bonds: | |||||||||||||||||||||||||
Corporate fixed income | 81,601 | — | 81,601 | — | |||||||||||||||||||||
Foreign fixed income | 10,291 | — | 10,291 | — | |||||||||||||||||||||
Other fixed income (b) | 3,467 | — | 3,467 | — | |||||||||||||||||||||
Mutual funds | 71,244 | 71,244 | — | — | |||||||||||||||||||||
Common trust funds | 256,949 | — | 256,949 | — | |||||||||||||||||||||
Corporate stock | 47,035 | 47,035 | — | — | |||||||||||||||||||||
Subtotal | $ | 553,651 | $ | 141,947 | $ | 411,704 | $ | — | |||||||||||||||||
Accrued income | 1,749 | 39 | 1,710 | — | |||||||||||||||||||||
Total | $ | 555,400 | $ | 141,986 | $ | 413,414 | $ | — | |||||||||||||||||
(a) This category represents investments in debt securities issued by the U.S. Treasury, other U.S. government corporations and agencies, states and municipalities. | |||||||||||||||||||||||||
(b) This category primarily represents investments in commercial and residential mortgage-backed securities. | |||||||||||||||||||||||||
Derivatives are primarily used to manage risk and gain asset class exposure while still maintaining liquidity. Derivative instruments mainly consist of equity futures and interest rate futures. | |||||||||||||||||||||||||
Other Plans | |||||||||||||||||||||||||
The Company also maintains a Defined Contribution Plan that has been adopted by most of its U.S. subsidiaries. Employees of the adopting employers who meet the eligibility requirements of the plan may participate. Employer matching contributions are made to the plan based on a percentage of each participant’s pre-tax contribution. For each dollar that a participant contributes, up to 5% of compensation, participating subsidiaries make employer contributions of one dollar. Employer contributions to the plan totaled $11.2 million, $10.4 million and $9.3 million in 2014, 2013 and 2012, respectively. | |||||||||||||||||||||||||
One of the Company’s acquired U.S. subsidiaries maintains a separate defined contribution plan for its eligible employees. Employer matching contributions are made on a discretionary basis. Additionally, one of our foreign subsidiaries maintains a defined benefit plan of its own for its local employees. The net pension liability associated with these plans as of December 31, 2014, of $0.3 million is included in other accruals and payables on the Consolidated Balance Sheet. |
Other_Longterm_Liabilities
Other Long-term Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
OTHER LONG-TERM LIABILITIES [Abstract] | |||||||||
Other Long-Term Liabilities | OTHER LONG-TERM LIABILITIES | ||||||||
Other long-term liabilities consist of the following: | |||||||||
At December 31, | |||||||||
2014 | 2013 | ||||||||
In thousands | |||||||||
Supplemental employees' retirement plan ("SERP") | $ | 9,818 | $ | 9,091 | |||||
Deferred compensation | 14,601 | 13,472 | |||||||
Long-term incentive plan | 7,527 | 7,051 | |||||||
Noncurrent income taxes payable | 2,300 | 3,332 | |||||||
Environmental remediation liability | 7,370 | 8,256 | |||||||
Other | 4,031 | 5,836 | |||||||
Total | $ | 45,647 | $ | 47,038 | |||||
Disclosures regarding the assumptions used in the determination of the SERP liabilities are included in Note 14, Pension Plans. Discussions of our environmental remediation liabilities are in Note 10, Environmental Costs, and Note 16, Commitments and Contingencies. | |||||||||
The Company maintains a non-qualified deferred compensation plan for certain of its employees as well as a non-qualified deferred compensation plan for its Board of Directors. Generally, participants in these plans have the ability to defer a certain amount of their compensation, as defined in the agreement. The deferred compensation liability will be paid out either upon retirement or as requested based upon certain terms in the agreements and in accordance with Internal Revenue Code Section 409A. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2014 | ||||
COMMITMENTS AND CONTINGENCIES [Abstract] | ||||
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES | |||
Asset Retirement Obligations | ||||
The Company has unrecorded Asset Retirement Obligation’s (“AROs”) that are conditional upon certain events. These AROs generally include the removal and disposition of non-friable asbestos. The Company has not recorded a liability for these conditional AROs at December 31, 2014, because the Company does not currently believe there is a reasonable basis for estimating a date or range of dates for major renovation or demolition of these facilities. In reaching this conclusion, the Company considered the historical performance of each facility and has taken into account factors such as planned maintenance, asset replacements and upgrades, which, if conducted as in the past, can extend the physical lives of the facilities indefinitely. The Company also considered the possibility of changes in technology and risk of obsolescence in arriving at its conclusion. | ||||
The Company currently leases various properties under leases that give the lessor the right to make the determination as to whether the lessee must return the premises to their original condition, except for normal wear and tear. The Company does not normally make substantial modifications to leased property, and many of the Company's leases either require lessor approval of planned improvements or transfer ownership of such improvements to the lessor at the termination of the lease. Historically we have not incurred significant costs to return leased premises to their original condition. | ||||
Operating Leases | ||||
Rent commitments under various leases for office space, warehouses, land and buildings expire at varying dates from January 2015 to November 2023. The terms of most of these leases are in the range of 3 to 5 years. Some of the Company’s leases have rent escalations, rent holidays or contingent rent that are recognized on a straight-line basis over the entire lease term. Material leasehold improvements and other landlord incentives are amortized over the shorter of their economic lives or the lease term, including renewal periods, if reasonably assured. Certain annual rentals are subject to renegotiation, with certain leases renewable for varying periods. | ||||
Lease periods for machinery and equipment range from 1 to 5 years. | ||||
16. COMMITMENTS AND CONTINGENCIES (CONTINUED) | ||||
Operating Leases - continued | ||||
Substantially all real estate taxes, insurance and maintenance expenses associated with leased facilities are obligations of the Company. It is expected that in the normal course of business leases that expire will be renewed or replaced by leases on other similar property. | ||||
The following minimum future rental payments are required under operating leases that have initial or remaining non-cancellable lease terms in excess of one year as of December 31, 2014: | ||||
In thousands | ||||
2015 | $ | 22,352 | ||
2016 | 16,902 | |||
2017 | 10,357 | |||
2018 | 5,206 | |||
2019 | 3,856 | |||
Thereafter | 8,312 | |||
Total | $ | 66,985 | ||
Lease expense for all operating leases, including leases with terms of less than one year, amounted to $25.0 million, $24.6 million and $23.6 million for 2014, 2013 and 2012, respectively. | ||||
Capital Leases | ||||
During 2014, the Company entered into a master leasing agreement with PNC Equipment Finance for financing the purchases of equipment, with total capacity of $5.0 million. Such leases are classified as capital for accounting purposes and are recorded at the present value of the future minimum lease payments at the inception of the lease. Amounts due under capital leases are recorded as liabilities, while assets acquired under capital leases are recorded as equipment. Amortization of assets recorded under capital leases is included in depreciation and amortization expense. As of December 31, 2014, commencement of leases under this program has not yet occurred. | ||||
Legal Matters | ||||
Wichita Subpoena Matter | ||||
As previously disclosed, the U.S. District Court for the District of Kansas issued a grand jury subpoena in 2011 to Plastic Fabricating Company, Inc. (“PlasticFab”), an indirect wholly owned subsidiary of the Company now known as Kaman Composites - Wichita, Inc., regarding a government investigation of record keeping associated with the manufacture of certain composite parts at PlasticFab's facility located in Wichita, Kansas. The subpoena required information related to the period January 1, 2006, through June 30, 2008. On October 21, 2014, the U.S. Attorney's Office for the District of Kansas and PlasticFab entered into a civil settlement agreement pursuant to which PlasticFab, without admitting any wrongdoing, agreed to pay $0.5 million, all of which was previously accrued. The U.S. Attorney's Office for the District of Kansas has also informed PlasticFab that it is closing its files and will conduct no further investigation relating to this matter. | ||||
Other Matters | ||||
Revenue Sharing Agreement with the Commonwealth of Australia | ||||
During the third quarter of 2014, the Company settled its revenue sharing agreement with the Commonwealth of Australia with respect to the eleven Australia SH-2G(A) (now designated SH-2G(I)) aircraft, spare parts, and full mission flight simulator, and made a final payment of $5.3 million. As a result, no further revenue sharing payments will be due to the Commonwealth of Australia as the Company sells the remainder of the SH-2G(I) inventory. Over the course of the revenue sharing agreement, net of the benefits derived from our hedging arrangements, the Company paid approximately $32.1 million to the Commonwealth of Australia. | ||||
16. COMMITMENTS AND CONTINGENCIES (CONTINUED) | ||||
Other Matters - continued | ||||
Moosup | ||||
During the third quarter of 2014, the Company sold its former manufacturing facility in Moosup, Connecticut to TD Development, LLC. In connection with the sale, the Company will contribute $4.0 million in cash to an escrow account over a four-year period to fund environmental remediation work that is expected to be performed on the site. The purchase and sale agreement provides that TD Development is responsible for any costs in excess of the $4.0 million contributed by the Company. The first of these payments, $0.8 million, was made at the closing of the transaction. The Company currently has $3.2 million accrued representing the remainder due to TD Development of which $0.8 million is included in other accruals and payables and the balance is included with other long-term environmental remediation liabilities. | ||||
New Hartford | ||||
In connection with sale of the Company’s Music segment in 2007, the Company assumed responsibility for meeting certain requirements of the Connecticut Transfer Act (the “Transfer Act”) that applied to our transfer of the New Hartford, Connecticut, facility leased by that segment for guitar manufacturing purposes (“Ovation”). Under the Transfer Act, those responsibilities essentially consist of assessing the site's environmental conditions and remediating environmental impairments, if any, caused by Ovation's operations prior to the sale. The site is a multi-tenant industrial park, in which Ovation and other unrelated entities lease space. The environmental assessment, which began in 2008, is still in process. | ||||
The Company's estimate of its portion of the cost to assess the environmental conditions and remediate this site is $2.2 million, unchanged from previously reported estimates, all of which has been accrued. The total amount paid to date in connection with these environmental remediation activities is $0.5 million. A portion ($0.5 million) of the accrual related to this property is included in other accruals and payables and the balance is included in other long-term liabilities. The remaining balance of the accrual reflects the total anticipated cost of completing these environmental remediation activities. Although it is reasonably possible that additional costs will be paid in connection with the resolution of this matter, the Company is unable to estimate the amount of such additional costs, if any, at this time. | ||||
Bloomfield | ||||
In connection with the Company’s 2008 purchase of the portion of the Bloomfield campus that Kaman Aerospace Corporation had leased from NAVAIR, the Company assumed responsibility for environmental remediation at the facility as may be required under the Transfer Act and continues the effort to define the scope of the remediation that will be required by the Connecticut Department of Environmental Protection ("CTDEP"). The assumed environmental liability of $10.3 million was determined by taking the undiscounted estimated remediation liability of $20.8 million and discounting it at a rate of 8%. This remediation process will take many years to complete. The total amount paid to date in connection with these environmental remediation activities is $8.9 million. A portion ($1.7 million) of the accrual related to this property is included in other accruals and payables, and the balance is included in other long-term liabilities. Although it is reasonably possible that additional costs will be paid in connection with the resolution of this matter, the Company is unable to estimate the amount of such additional costs, if any, at this time. | ||||
United Kingdom | ||||
In connection with the purchase of U.K. Composites, the Company accrued, at the time of acquisition, £1.6 million for environmental compliance at the facilities. The remaining balance of the accrual at December 31, 2014, was £0.1 million, with £1.2 million having been paid to date in connection with these environmental remediation activities and £0.4 million released to income. The U.S. dollar equivalent of the remaining environmental compliance liability as of December 31, 2014, is $0.1 million, which is included in other accruals and payables. The Company continues to assess the work that may be required, which may result in a change to this accrual. Although it is reasonably possible that additional costs will be paid in connection with the resolution of this matter, the Company is unable to estimate the amount of such additional costs, if any, at this time. |
Computation_of_Earnings_Per_Sh
Computation of Earnings Per Share | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
COMPUTATION OF EARNINGS PER SHARE [Abstract] | |||||||||||||
Computation of Earnings Per Share | COMPUTATION OF EARNINGS PER SHARE | ||||||||||||
The computation of basic earnings per share is based on net earnings divided by the weighted average number of shares of common stock outstanding for each year. The computation of diluted earnings per share includes the common stock equivalency of dilutive options granted to employees under the Stock Incentive Plan. | |||||||||||||
Excluded from the diluted earnings per share calculation for the years ended December 31, 2014, 2013 and 2012, respectively, are 342,994, 391,717 and 338,248 shares associated with equity awards granted to employees that are anti-dilutive based on the average stock price. | |||||||||||||
For the years ended December 31, 2014, 2013 and 2012, shares issuable under the Convertible Notes that were dilutive during the period were included in the calculation of earnings per share as the conversion price for the Convertible Notes was less than the average share price of the Company's stock. Excluded from the diluted earnings per share calculation for the years ended December 31, 2014, 2013 and 2012, respectively were 3,411,539, 3,404,626, and 3,396,841 shares, issuable under the warrants sold in connection with the Company’s Convertible Note offering as they would be anti-dilutive. For further information on the Convertible Notes, see Note 11, Debt. | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
In thousands, except per share amounts | |||||||||||||
Earnings from continuing operations | $ | 65,780 | $ | 59,066 | $ | 52,947 | |||||||
Earnings (loss) from discontinued operations, net of tax | (2,924 | ) | (2,386 | ) | 755 | ||||||||
Gain (loss) on disposal of discontinued operations, net of tax | (4,984 | ) | 420 | 1,323 | |||||||||
Net earnings | $ | 57,872 | $ | 57,100 | $ | 55,025 | |||||||
Basic: | |||||||||||||
Weighted average number of shares outstanding | 27,053 | 26,744 | 26,425 | ||||||||||
Earnings per share from continuing operations | $ | 2.43 | $ | 2.21 | $ | 2 | |||||||
Earnings (loss) per share from discontinued operations | (0.11 | ) | (0.09 | ) | 0.03 | ||||||||
Earnings (loss) per share from disposal of discontinued operations | (0.18 | ) | 0.02 | 0.05 | |||||||||
Basic earnings per share | $ | 2.14 | $ | 2.14 | $ | 2.08 | |||||||
Diluted: | |||||||||||||
Weighted average number of shares outstanding | 27,053 | 26,744 | 26,425 | ||||||||||
Weighted average shares issuable on exercise of dilutive stock options | 147 | 159 | 162 | ||||||||||
Weighted average shares issuable on exercise of convertible notes | 577 | 240 | 35 | ||||||||||
Total | 27,777 | 27,143 | 26,622 | ||||||||||
Earnings per share from continuing operations | $ | 2.37 | $ | 2.17 | $ | 1.99 | |||||||
Earnings (loss) per share from discontinued operations | (0.11 | ) | (0.09 | ) | 0.03 | ||||||||
Earnings (loss) per share from disposal of discontinued operations | (0.18 | ) | 0.02 | 0.05 | |||||||||
Diluted earnings per share | $ | 2.08 | $ | 2.1 | $ | 2.07 | |||||||
ShareBased_Arrangements
Share-Based Arrangements | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
SHARE BASED ARRANGEMENTS [Abstract] | |||||||||||||
Share-based Arrangements | SHARE-BASED ARRANGEMENTS | ||||||||||||
General | |||||||||||||
The Company accounts for stock options, restricted stock awards, restricted stock units and performance shares as equity awards and measures the cost of all share-based payments, including stock options, at fair value on the grand date and recognizes this cost in the statement of operations. The Company also has an employee stock purchase plan which is accounted for as a liability award. | |||||||||||||
Compensation expense for stock options, restricted stock awards and restricted stock units is recognized on a straight-line basis over the vesting period of the awards. Share-based compensation expense recorded for the years ended December 31, 2014, 2013, and 2012 was $5.4 million, $5.0 million, and $5.9 million, respectively. | |||||||||||||
Stock Incentive Plan | |||||||||||||
On April 17, 2013, the shareholders of the Company approved the 2013 Management Incentive Plan (the "2013 Plan"), which replaced the 2003 Stock Incentive Plan. The 2013 Plan provides the Company with the ability to use equity-based awards of up to 2,250,000 authorized shares and is designed as a flexible share authorization plan, such that the Company's share authorization is based on the least costly type of award (stock options). Shares issued pursuant to “Full Value Awards” as defined in the 2013 Plan (awards other than stock options or stock appreciation rights which are settled by the issuance of shares, e.g., restricted stock, restricted stock units, performance shares, performance units if settled with stock, or other stock-based awards) count against the 2013 Plan's share authorization at a rate of 3 to 1, while shares issued upon exercise of stock options or stock appreciation rights count against the share authorization at a rate of 1 to 1. This means that every time an option is granted, the authorized pool of shares is reduced by one (1) share and every time a Full Value Award is granted, the authorized pool of shares is reduced by 3 shares. In deriving the valuation ratio used in the 2013 Plan, the Company used the Black Scholes Fair Value model as the basis for determining the approximate value of an option as compared to a "full value share." As of December 31, 2014, there were 1,733,205 shares available for grant under the plan. | |||||||||||||
LTIP awards provide certain senior executives an opportunity to receive award payments in either stock or cash as determined by the Personnel and Compensation Committee of the Board of Directors in accordance with the Plan, at the end of each performance cycle. For the performance cycle, the Company’s financial results are compared to the Russell 2000 indices for the same periods based upon the following: (a) average return on total capital, (b) earnings per share growth and (c) total return to shareholders. No awards will be payable unless the Company’s performance is at least in the 25th percentile of the designated indices. The maximum award is payable if performance reaches the 75th percentile of the designated indices. Awards are paid out at 100% at the 50th percentile. Awards for performance between the 25th and 75th percentiles are determined by straight-line interpolation. Generally, LTIP awards are paid in cash. | |||||||||||||
Stock options are granted with an exercise price equal to the average market price of our stock at the date of grant. Stock options and Stock Appreciation Rights ("SARs") granted under the plan generally expire ten years from the date of grant and vest 20% each year over a 5-year period on each of the first five anniversaries of the date of grant. Restricted Stock Awards ("RSAs") are generally granted with restrictions that lapse at the rate of 20% per year over a 5-year period on each of the first five anniversaries of the date of grant. Generally, these awards are subject to forfeiture if a recipient separates from service with the Company. | |||||||||||||
During the first quarter of 2014, the Company issued stock awards totaling 10,934 shares with market and performance based conditions. The Company measured the cost of these awards based on their fair value at the date of grant to the extent of the probable number of shares to be earned upon vesting. Amortization of this cost will be recorded on a straight-line basis over the requisite service period. Throughout the course of the requisite service period, the Company will monitor the level of achievement compared to the target and adjust the number of shares expected to be earned, and the related compensation expense recorded thereafter, to reflect the updated most probable outcome. Compensation expense for these awards for the year ended December 31, 2014, was not material. | |||||||||||||
18. SHARE-BASED ARRANGEMENTS (CONTINUED) | |||||||||||||
Stock Incentive Plan - continued | |||||||||||||
Stock option activity is as follows: | |||||||||||||
Options | Weighted average- | ||||||||||||
exercise price | |||||||||||||
Options outstanding at December 31, 2013 | 891,932 | $ | 28.18 | ||||||||||
Granted | 186,885 | 39.22 | |||||||||||
Exercised | (163,245 | ) | 23.21 | ||||||||||
Forfeited or expired | (11,481 | ) | 35.68 | ||||||||||
Options outstanding at December 31, 2014 | 904,091 | $ | 31.26 | ||||||||||
The following table presents information regarding options outstanding as of December 31, 2014: | |||||||||||||
Weighted-average remaining contractual term - options outstanding (years) | 6.2 | ||||||||||||
Aggregate intrinsic value - options outstanding (in thousands) | $ | 8,180 | |||||||||||
Weighted-average exercise price - options outstanding | $ | 31.26 | |||||||||||
Options exercisable | 415,955 | ||||||||||||
Weighted-average remaining contractual term - options exercisable (years) | 4.5 | ||||||||||||
Aggregate intrinsic value - options exercisable (in thousands) | $ | 5,816 | |||||||||||
Weighted-average exercise price - options exercisable | $ | 26.33 | |||||||||||
The intrinsic value represents the amount by which the market price of the stock on the measurement date exceeds the exercise price of the option. The intrinsic value of options exercised in 2014, 2013 and 2012 was $2.9 million, $1.9 million and $3.2 million, respectively. The Company currently has an open stock repurchase plan, which would enable the Company to repurchase shares as needed. Since 2008 the Company has generally issued shares related to option exercises and RSAs from its authorized but unissued common stock. | |||||||||||||
The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. The following table indicates the weighted-average assumptions used in estimating fair value: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Expected option term (years) | 5.1 | 5.2 | 5.4 | ||||||||||
Expected volatility | 37.5 | % | 45.5 | % | 46.5 | % | |||||||
Risk-free interest rate | 1.5 | % | 0.9 | % | 0.9 | % | |||||||
Expected dividend yield | 1.7 | % | 2 | % | 1.9 | % | |||||||
Per share fair value of options granted | $ | 11.6 | $ | 12.38 | $ | 12 | |||||||
The expected term of options granted represents the period of time option grants are expected to be outstanding based upon historical exercise patterns. Forfeitures of options are estimated based upon historical data and are adjusted based upon actual occurrences. The cumulative effect of stock award forfeitures was immaterial. The volatility assumption is based on the historical daily price data of the Company’s stock over a period equivalent to the weighted-average expected term of the options. Management evaluated whether there were factors during that period that were unusual and would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors. The Company relies only on historical volatility since future volatility is expected to be consistent with historical volatility. | |||||||||||||
The risk-free interest rate assumption is based upon the interpolation of various U.S. Treasury rates determined at the date of option grant. Expected dividends are based upon a historical analysis of our dividend yield over the past year. | |||||||||||||
18. SHARE-BASED ARRANGEMENTS (CONTINUED) | |||||||||||||
Stock Incentive Plan - continued | |||||||||||||
Restricted Stock activity is as follows: | |||||||||||||
Restricted Stock | Weighted- | ||||||||||||
Awards | average grant | ||||||||||||
date fair value | |||||||||||||
Restricted Stock outstanding at December 31, 2013 | 188,647 | $ | 31.23 | ||||||||||
Granted | 111,071 | 39.89 | |||||||||||
Vested | (85,374 | ) | 31.63 | ||||||||||
Forfeited or expired | (17,791 | ) | 33.8 | ||||||||||
Restricted Stock outstanding at December 31, 2014 | 196,553 | $ | 36.29 | ||||||||||
The grant date fair value for restricted stock is the average market price of the unrestricted shares on the date of grant. The total fair value of restricted stock awards vested during 2014, 2013 and 2012 was $4.5 million, $4.6 million and $5.3 million, respectively. | |||||||||||||
We record a tax benefit and associated deferred tax asset for compensation expense recognized on non-qualified stock options and restricted stock for which we are allowed a tax deduction. For 2014, 2013 and 2012, respectively, we recorded a tax benefit of $1.9 million, $1.7 million and $2.1 million for these two types of compensation expense. | |||||||||||||
The windfall tax benefit is the tax benefit realized on the exercise of non-qualified stock options and disqualifying dispositions of stock acquired by exercise of incentive stock options and Employee Stock Purchase Plan stock purchases in excess of the deferred tax asset originally recorded. The total windfall tax benefit realized in 2014, 2013, and 2012 was $0.8 million, $0.5 million, and $0.9 million, respectively. | |||||||||||||
As of December 31, 2014, future compensation costs related to non-vested stock options and restricted stock grants is $8.6 million. The Company anticipates that this cost will be recognized over a weighted-average period of 3.1 years. | |||||||||||||
Employees Stock Purchase Plan | |||||||||||||
The Kaman Corporation Employees Stock Purchase Plan (“ESPP”) allows employees to purchase common stock of the Company, through payroll deductions, at 85% of the market value of shares at the time of purchase. The plan provides for the grant of rights to employees to purchase a maximum of 1,500,000 shares of common stock. | |||||||||||||
During 2014, 76,805 shares were issued to employees at prices ranging from $32.48 to $36.42. During 2013, 85,702 shares were issued to employees at prices ranging from $28.34 to $32.43. During 2012, 90,048 shares were issued to employees at prices ranging from $24.09 to $30.79. At December 31, 2014, there were 388,632 shares available for purchase under the plan. |
Segment_and_Geographic_Informa
Segment and Geographic Information | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
SEGMENT AND GEOGRAPHIC INFORMATION [Abstract] | |||||||||||||
Segment and Geographic Information | SEGMENT AND GEOGRAPHIC INFORMATION | ||||||||||||
The Company is organized based upon the nature of its products and services, and is composed of two operating segments each overseen by a segment manager. These segments are reflective of how the Company’s Chief Executive Officer, who is its Chief Operating Decision Maker (“CODM”), reviews operating results for the purposes of allocating resources and assessing performance. The Company has not aggregated operating segments for purposes of identifying reportable segments. | |||||||||||||
The Distribution segment is a leading power transmission, motion control, and fluid power industrial distributor with operations throughout the United States. Distribution conducts business in the mechanical power transmission and bearings, electrical, automation and control, and fluid power product platforms and provides total solutions from system design and integration to machine parts and value-added services to the national manufacturing industry. | |||||||||||||
19. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED) | |||||||||||||
The Aerospace segment produces and/or markets widely used proprietary aircraft bearings and components; complex metallic and composite aerostructures for commercial, military and general aviation fixed and rotary wing aircraft; safe and arm solutions for missile and bomb systems for the U.S. and allied militaries; subcontract helicopter work; support for the Company’s SH-2G Super Seasprite maritime helicopters and K-MAX® medium-to-heavy lift helicopters; and engineering services. | |||||||||||||
Summarized financial information by business segment is as follows: | |||||||||||||
For the year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
In thousands | |||||||||||||
Net sales from continuing operations: | |||||||||||||
Distribution | $ | 1,161,992 | $ | 1,039,954 | $ | 982,573 | |||||||
Aerospace (a) | 632,970 | 613,967 | 580,769 | ||||||||||
Net sales | $ | 1,794,962 | $ | 1,653,921 | $ | 1,563,342 | |||||||
Operating income: | |||||||||||||
Distribution | $ | 56,765 | $ | 46,206 | $ | 49,316 | |||||||
Aerospace (b) | 108,697 | 102,573 | 89,142 | ||||||||||
Net gain (loss) on sale of assets | (233 | ) | (142 | ) | (110 | ) | |||||||
Corporate expense | (54,722 | ) | (45,291 | ) | (46,759 | ) | |||||||
Operating income from continuing operations | 110,507 | 103,346 | 91,589 | ||||||||||
Interest expense, net | 13,382 | 12,294 | 12,113 | ||||||||||
Other expense (income), net | 623 | 398 | (219 | ) | |||||||||
Earnings before income taxes from continuing operations | 96,502 | 90,654 | 79,695 | ||||||||||
Income tax expense | 30,722 | 31,588 | 26,748 | ||||||||||
Earnings from continuing operations | $ | 65,780 | $ | 59,066 | $ | 52,947 | |||||||
(a) Net sales by the Aerospace segment under contracts with U.S. Government agencies (including sales to foreign governments through foreign military sales contracts with U.S. Government agencies) totaled $271.7 million, $262.9 million and $303.5 million in 2014, 2013 and 2012, respectively. | |||||||||||||
(b) Operating income for 2013 includes a 2.1 million non-cash non-tax deductible goodwill impairment charge. Operating income for 2012 includes a $3.3 million loss associated with the resolution of a program related matter. | |||||||||||||
19. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED) | |||||||||||||
At December 31, | |||||||||||||
In thousands | 2014 | 2013 | 2012 | ||||||||||
Identifiable assets (a): | |||||||||||||
Distribution | $ | 547,350 | $ | 480,117 | $ | 449,552 | |||||||
Aerospace | 531,868 | 557,831 | 521,080 | ||||||||||
Corporate (b) | 121,987 | 102,683 | 126,361 | ||||||||||
Total assets | $ | 1,201,205 | $ | 1,140,631 | $ | 1,096,993 | |||||||
Capital expenditures: | |||||||||||||
Distribution | $ | 12,205 | $ | 12,034 | $ | 10,684 | |||||||
Aerospace | 12,044 | 21,193 | 15,293 | ||||||||||
Corporate | 4,034 | 7,625 | 6,409 | ||||||||||
Total capital expenditures | $ | 28,283 | $ | 40,852 | $ | 32,386 | |||||||
Depreciation and amortization: | |||||||||||||
Distribution | $ | 14,461 | $ | 11,236 | $ | 9,347 | |||||||
Aerospace | 16,039 | 15,041 | 13,947 | ||||||||||
Corporate | 5,709 | 5,278 | 4,871 | ||||||||||
Total depreciation and amortization | $ | 36,209 | $ | 31,555 | $ | 28,165 | |||||||
(a) Identifiable assets are year-end assets at their respective net carrying values segregated as to segment and corporate use. | |||||||||||||
(b) For the periods presented, the corporate identifiable assets are principally comprised of cash, short-term and long-term deferred income tax assets, capitalized debt issuance costs, cash surrender value of life insurance policies and fixed assets. | |||||||||||||
The following table summarizes total sales of the Company, which are principally derived from the sale of products: | |||||||||||||
For the year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
in thousands | |||||||||||||
Bearings and Power Transmission (a) | $ | 630,557 | $ | 622,041 | $ | 622,149 | |||||||
Automation, Control and Energy | 300,861 | 271,465 | 220,999 | ||||||||||
Fluid Power | 230,574 | 146,448 | 139,425 | ||||||||||
Military and Defense | 391,532 | 384,088 | 346,290 | ||||||||||
Commercial Aerospace | 241,438 | 229,879 | 234,479 | ||||||||||
Total sales (b) | $ | 1,794,962 | $ | 1,653,921 | $ | 1,563,342 | |||||||
(a) Aerospace bearings are not included in this caption, as they are broken out by Military and Defense and Commercial Aerospace. | |||||||||||||
(b) Service revenue was not material for the years ended December 31, 2014, 2013 and 2012. | |||||||||||||
19. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED) | |||||||||||||
Sales are attributed to geographic regions based on the location to which the product is shipped. Geographic distribution of sales recorded by continuing operations is as follows: | |||||||||||||
For the year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
In thousands | |||||||||||||
North America | $ | 1,576,041 | $ | 1,442,475 | $ | 1,415,370 | |||||||
Europe | 117,686 | 107,297 | 99,187 | ||||||||||
Middle East | 4,378 | 39,357 | 4,023 | ||||||||||
Asia | 29,115 | 32,414 | 29,196 | ||||||||||
Oceania | 65,122 | 28,892 | 10,249 | ||||||||||
Other | 2,620 | 3,486 | 5,317 | ||||||||||
Total | $ | 1,794,962 | $ | 1,653,921 | $ | 1,563,342 | |||||||
Geographic distribution of long-lived assets is as follows: | |||||||||||||
At December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
In thousands | |||||||||||||
United States | $ | 419,457 | $ | 373,268 | |||||||||
United Kingdom | 60,175 | 64,585 | |||||||||||
Germany | 18,842 | 20,260 | |||||||||||
Mexico | 1,774 | 2,978 | |||||||||||
Total | $ | 500,248 | $ | 461,091 | |||||||||
Subsequent_Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS |
The Company has evaluated subsequent events through the issuance date of these financial statements. There have been no material subsequent events that require disclosure. |
Schedule_II_Valuation_and_Qual
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS [Abstract] | |||||||||||||||||||||
Schedule II - Valuation and Qualifying Accounts | KAMAN CORPORATION AND SUBSIDIARIES | ||||||||||||||||||||
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||||||
YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 | |||||||||||||||||||||
(Dollars in Thousands) | |||||||||||||||||||||
Additions | |||||||||||||||||||||
DESCRIPTION | Balance | Charged to | Others (A) | Deductions (B) | Balance End of | ||||||||||||||||
Beginning of | Costs and | Period | |||||||||||||||||||
Period | Expenses | ||||||||||||||||||||
2014 | |||||||||||||||||||||
Allowance for doubtful accounts | $ | 3,827 | $ | 1,171 | $ | 148 | $ | 1,938 | $ | 3,208 | |||||||||||
2013 | |||||||||||||||||||||
Allowance for doubtful accounts | $ | 3,148 | $ | 1,635 | $ | 56 | $ | 1,012 | $ | 3,827 | |||||||||||
2012 | |||||||||||||||||||||
Allowance for doubtful accounts | $ | 3,294 | $ | 763 | $ | 322 | $ | 1,231 | $ | 3,148 | |||||||||||
(A) | Additions to allowance for doubtful accounts attributable to acquisitions. | ||||||||||||||||||||
(B) | Write-off of bad debts, net of recoveries. | ||||||||||||||||||||
Additions (Reductions) | |||||||||||||||||||||
DESCRIPTION | Balance | Current Year | Others | Balance End | |||||||||||||||||
Beginning of | Provision | of Period | |||||||||||||||||||
Period | (Benefit) | ||||||||||||||||||||
2014 | |||||||||||||||||||||
Valuation allowance on deferred tax assets | $ | 4,657 | $ | 363 | $ | (326 | ) | $ | 4,694 | ||||||||||||
2013 | |||||||||||||||||||||
Valuation allowance on deferred tax assets | $ | 5,288 | $ | 531 | $ | (1,162 | ) | $ | 4,657 | ||||||||||||
2012 | |||||||||||||||||||||
Valuation allowance on deferred tax assets | $ | 3,786 | $ | 469 | $ | 1,033 | $ | 5,288 | |||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation |
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts in prior year financial statements and notes thereto have been reclassified to conform to current year presentation. | |
Use of Estimates | Use of Estimates |
The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the carrying amount of property, plant and equipment, goodwill and other intangible assets; valuation allowances for receivables, inventories and income taxes; valuation of share-based compensation; vendor incentives; assets and obligations related to employee benefits; estimates of environmental remediation costs; and accounting for long-term contracts including claims. Actual results could differ from those estimates. | |
Foreign Currency Translations | Foreign Currency Translation |
The Company has certain operations outside the United States that prepare financial statements in currencies other than the U.S. dollar. For these operations, results of operations and cash flows are translated using the average exchange rate throughout the period. Assets and liabilities are generally translated at end of period rates. The gains and losses associated with these translation adjustments are included as a component of accumulated other comprehensive income (loss) in shareholders’ equity. | |
Concentration of Credit Risk | Concentration of Credit Risk |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. The carrying amounts of these items, as well as trade accounts payable and notes payable, approximate fair value due to the short-term maturity of these instruments. At December 31, 2014 and 2013, no individual customer accounted for more than 10% of consolidated accounts receivable or consolidated net sales. Foreign sales associated with continuing operations were approximately 13.6%, 13.9% and 10.5% of the company’s net sales in 2014, 2013 and 2012, respectively, and are concentrated in the United Kingdom, Germany, New Zealand and Asia. | |
Additional Cash Flow Information [Policy Text Block] | Additional Cash Flow Information |
Non-cash investing activities in 2014 include an accrual of $1.5 million for capital leases and $1.5 million in earn-out payments to the former owners of an aerospace acquisition. Non-cash financing activities in 2014 include an adjustment to other comprehensive income related to the underfunding of the pension and SERP plans and changes in the fair value of derivative financial instruments that qualified for hedge accounting. Additionally, non-cash financing activities in 2014 include $4.3 million of dividends declared but not yet paid. The total net adjustment was $38.7 million, net of tax of $23.4 million. Non-cash investing activities in 2013 include an accrual of $0.9 million for purchases of property and equipment and $3.5 million in earn-out payments to the former owners of an aerospace acquisition. Non-cash financing activities in 2013 include an adjustment to other comprehensive income related to the underfunding of the pension and SERP plans and changes in the fair value of derivative financial instruments that qualified for hedge accounting. The total adjustment was $39.0 million, net of tax of $23.6 million. Additionally, non-cash financing activities in 2013 include $4.3 million of dividends declared but not yet paid. Non-cash investing activities in 2012 include an accrual of $3.1 million for purchases of property and equipment. Non-cash financing activities in 2012 include an adjustment to other comprehensive income related to the underfunding of the pension and SERP plans and changes in the fair value of derivative financial instruments that qualified for hedge accounting. The total adjustment was $8.2 million, net of tax of $5.0 million. The Company describes its pension obligations in more detail in Note 14, Pension Plans. | |
Revenue Recognition | Revenue Recognition |
Sales and estimated profits under long-term contracts are generally recognized using the percentage-of-completion method of accounting, using as a measurement basis either the ratio that costs incurred bear to estimated total costs (after giving effect to estimates of costs to complete based upon most recent information for each contract) or units-of-delivery. Reviews of contracts are made routinely throughout their lives and the impact of revisions in profit estimates are recorded in the accounting period in which the revisions are made. Anticipated contract losses are charged to operations when they are probable. In cases where we have multiple contracts with a single customer, each contract is generally treated as a separate profit center and accounted for as such. Except in the case of contracts accounted for using the cost-to-cost method of percentage of completion accounting, revenues are recognized when the product has been shipped or delivered, depending upon when title and risk of loss have passed. For certain U.S. government contracts delivery is deemed to have occurred when work is substantially complete and acceptance by the customer has occurred by execution of a Material Inspection and Receiving Report, DD Form 250 or Memorandum of Shipment. | |
Sales contracts are initially reviewed to ascertain if they involve multiple element arrangements. If such an arrangement exists and there is no evidence of stand-alone value for each element of the undelivered items, recognition of sales for the arrangement is deferred until all elements of the arrangement are delivered and risk of loss and title have passed. For elements that do have stand-alone value or contracts that are not considered multiple element arrangements, sales and related costs of sales are recognized as services are performed or when the product has been shipped or delivered depending upon when title and risk of loss have passed. | |
Pre-contract costs incurred for items such as materials or tooling for anticipated contracts are included in inventory if recovery of such costs is considered probable. Thereafter, if the Company determines it will not be awarded an anticipated contract and the associated pre-contract costs cannot be applied to another program the costs are expensed immediately. Learning or start-up costs incurred in connection with existing or anticipated follow-on contracts are charged to the existing contract unless the terms of the contract permit recovery of these costs over a specific contractual term and provide for reimbursement if the contract is canceled. As of December 31, 2014 and 2013, approximately $1.4 million and $1.3 million, respectively, of pre-contract costs were included in inventory, which, in both cases, represented less than 1% of total inventory. | |
If it is probable that a claim with respect to change orders will result in additional contract revenue and the amount of such additional revenue can be reliably estimated, then the additional contract revenue is considered in our accounting for the program, but only if the contract provides a legal basis for the claim, the additional costs were unforeseen and not caused by deficiencies in our performance, the costs are identifiable and reasonable in view of the work performed and the evidence supporting the claim is objective and verifiable. If these requirements are met, the claim portion of the program is accounted for separately to ensure revenue from the claim is recorded only to the extent claim related costs have been incurred; accordingly, no profit with respect to such costs is recorded until the change order is formally approved. If these requirements are not met, the forecast of total contract cost at completion (which is used to calculate the gross margin rate) for the basic contract is generally increased to include all incurred and anticipated claim related costs. | |
Recognition of sales not accounted for under the cost-to-cost method of percentage of completion accounting occurs when the sales price is fixed, collectability is reasonably assured and the product’s title and risk of loss has transferred to the customer. The Company includes freight costs charged to customers in net sales and the correlating expense as a cost of sales. Sales tax collected from customers is excluded from net sales in the accompanying Consolidated Statements of Operations. | |
Cost of Sales and Selling, General and Administrative Expenses | Cost of Sales and Selling, General and Administrative Expenses |
Cost of sales includes costs of products and services sold (i.e., purchased product, raw material, direct labor, engineering labor, outbound freight charges, depreciation and amortization, indirect costs and overhead charges). Selling expenses primarily consist of advertising, promotion, bid and proposal, employee payroll and corresponding benefits and commissions paid to sales and marketing personnel. General and administrative expenses primarily consist of employee payroll including executive, administrative and financial personnel and corresponding benefits, incentive compensation, independent research and development, consulting expenses, warehousing costs, depreciation and amortization. Legal costs are expensed as incurred and are generally included in general and administrative expenses. The Aerospace segment includes general and administrative expenses as an element of program cost and inventory for certain government contracts. | |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
Cost of Sales and Selling, General and Administrative Expenses - continued | |
Certain inventory related costs, including purchasing costs, receiving costs and inspection costs, for the Distribution segment are not included in cost of sales. For the years ended December 31, 2014, 2013 and 2012, $3.4 million, $3.0 million and $3.0 million, respectively, of such costs are included in general and administrative expenses. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Cash and cash equivalents include cash on hand, demand deposits and short-term cash investments. These investments are liquid in nature and have original maturities of three months or less. Book overdraft positions, which occur when total outstanding issued checks exceed available cash balances at a single financial institution at the end of a reporting period, are reclassified to accounts payable within the consolidated balance sheets. At December 31, 2014 and 2013, the Company had book overdrafts of $7.3 million and $5.2 million, respectively, included in accounts payable. | |
Accounts Receivable | Accounts Receivable |
The Company has three types of accounts receivable: (a) Trade receivables, which consist of amounts billed and currently due from customers; (b) U.S. Government contracts, which consist of (1) amounts billed, and (2) costs and accrued profit – not billed; and (c) Commercial and other government contracts, which consist of (1) amounts billed, and (2) costs and accrued profit – not billed. | |
The allowance for doubtful accounts reflects management’s best estimate of probable losses inherent in the trade accounts receivable and billed contracts balance. Management determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. | |
Inventories | Inventories |
Inventory of merchandise for resale is stated at cost (using the average costing method) or market, whichever is lower. Contracts and other work in process and finished goods are valued at production cost represented by raw material, labor and overhead. For certain government contracts, allowable general and administrative expenses are also included in inventory. Initial tooling and startup costs may be included, where applicable. Contracts and other work in process and finished goods are not reported at amounts in excess of net realizable values. The Company includes raw material amounts in the contracts in process and other work in process balances. Raw material includes certain general stock materials but primarily relates to purchases that were made in anticipation of specific programs for which production has not been started as of the balance sheet date. | |
Property, Plant and Equipment | Property, Plant and Equipment |
Property, plant and equipment is recorded at cost. Depreciation is computed primarily on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives for buildings range from 15 to 40 years and for leasehold improvements range from 1 to 20 years, whereas machinery, office furniture and equipment generally have useful lives ranging from 3 to 15 years. At the time of retirement or disposal, the acquisition cost of the asset and related accumulated depreciation are eliminated and any gain or loss is credited to or charged against income. | |
Long-lived assets, such as property, plant, and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. | |
Maintenance and repair items are charged against income as incurred, whereas renewals and betterments are capitalized and depreciated. | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets |
Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination and is reviewed for impairment at least annually. | |
Accounting Standards Codification Topic 350, "Intangibles - Goodwill and Other", ("ASC 350") permits the assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that it is necessary to perform the two-step goodwill impairment test required under ASC 350. The qualitative assessment management performs takes into consideration the following factors: general economic conditions, industry specific performance, changes in carrying values of the reporting units, the assessment of assumptions used in the previous fair value calculation and changes in transaction multiples. | |
In the first step of the two-step test, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). In step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. | |
Fair value of the reporting unit is determined using an income methodology based on management’s estimates of forecasted cash flows for each business unit, with those cash flows discounted to present value using rates commensurate with the risks associated with those cash flows. In addition, management uses a market-based valuation method involving analysis of market multiples of revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”) for (i) a group of comparable public companies and (ii) recent transactions, if any, involving comparable companies. If the fair value of the reporting unit exceeds its carrying value, step two need not be performed. | |
Goodwill and intangible assets with indefinite lives are evaluated annually for impairment in the fourth quarter, based on annual forecast information. Intangible assets with finite lives are amortized using the straight-line method over their estimated period of benefit. Goodwill and other intangible assets are reviewed for possible impairment whenever changes in conditions indicate that the fair value of a reporting unit is more likely than not below its carrying value. See Note 9, Goodwill and Other Intangible Assets, Net, for discussion of the goodwill impairment charge recorded in 2013. No such charges were recorded in 2014 or 2012. | |
Vendor Incentives | Vendor Incentives |
The Company’s Distribution segment enters into agreements with certain vendors providing for inventory purchase incentives that are generally earned upon achieving specified volume-purchasing levels. The Company recognizes rebate income relative to specific rebate programs as a reduction of the cost of inventory based on a systematic and rational allocation of the cash consideration offered to each of the underlying transactions that results in progress toward earning the rebate, provided that the amounts are probable and reasonably estimable. As of December 31, 2014 and 2013, total vendor incentive receivables, included in other current assets, were approximately $17.7 million and $13.9 million, respectively. | |
Self-Insured Retentions | Self-Insured Retentions |
To limit exposure to losses related to group health, workers’ compensation, auto and product general liability claims, the Company obtains third-party insurance coverage. The Company has varying levels of deductibles for these claims. The total liability/deductible for group health is limited to $0.3 million per claim, workers’ compensation is limited to $0.4 million per claim and for product/general liability and auto liability the limit is $0.3 million per claim. The cost of such benefits is recognized as expense based on claims filed in each reporting period and an estimate of claims incurred but not reported (“IBNR”) during such period. The estimates for the IBNR are based upon historical trends and information provided to us by the claims administrators, and are periodically revised to reflect changes in loss trends. These amounts are included in other accruals and payables on the consolidated balance sheets. | |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
Self-Insured Retentions - continued | |
Liabilities associated with these claims are estimated in part by considering historical claims experience, severity factors and other actuarial assumptions. Projections of future losses are inherently uncertain because of the random nature of insurance claim occurrences and changes that could occur in actuarial assumptions. Such self-insurance accruals will likely include claims for which the ultimate losses will be settled over a period of years. | |
Research and Development | Research and Development |
Government funded research expenditures (which are included in cost of sales) were $1.6 million in 2014, $3.3 million in 2013, and $7.8 million in 2012. Research and development costs not specifically covered by contracts are charged against income as incurred and included in selling, general and administrative expenses. Such costs amounted to $6.7 million, $7.2 million and $5.5 million in 2014, 2013 and 2012, respectively. | |
Income Taxes | Income Taxes |
Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |
The Company records a benefit for uncertain tax positions in the financial statements only when it determines it is more likely than not that such a position will be sustained upon examination by taxing authorities based on the technical merits of the position. Unrecognized tax benefits represent the difference between the position taken in the tax return and the benefit reflected in the financial statements. | |
Share-Based Payment Arrangements | Share-Based Payment Arrangements |
The Company records compensation expense for share-based awards based upon an assessment of the grant date fair value of the awards. The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. A number of assumptions are used to determine the fair value of options granted. These include expected term, dividend yield, volatility of the options and the risk free interest rate. See Note 18, Share-Based Arrangements, for further information. | |
Derivative Financial Instruments | Derivative Financial Instruments |
The Company is exposed to certain risks relating to its ongoing business operations, including market risks relating to fluctuations in foreign currency exchange rates and interest rates. Derivative financial instruments are recognized on the consolidated balance sheets as either assets or liabilities and are measured at fair value. Changes in the fair values of derivatives are recorded each period in earnings or accumulated other comprehensive income, depending on whether a derivative is effective as part of a hedged transaction. Gains and losses on derivative instruments reported in accumulated other comprehensive income are subsequently included in earnings in the periods in which earnings are affected by the hedged item. The Company does not use derivative instruments for speculative purposes. See Note 6, Derivative Financial Instruments, for further information. | |
Pension Accounting | Pension Accounting |
The Company accounts for its defined benefit pension plan by recognizing the overfunded or underfunded status of the plan, calculated as the difference between the plan assets and the projected benefit obligation, as an asset or liability on the balance sheet, with changes in the funded status recognized through comprehensive income in the year in which they occur. | |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
Pension Accounting - continued | |
Expenses and liabilities associated with the plan are determined based upon actuarial valuations. Integral to the actuarial valuations are a variety of assumptions including expected return on plan assets and discount rate. The Company regularly reviews the assumptions, which are updated at the measurement date, December 31st. The impact of differences between actual results and the assumptions are accumulated and generally amortized over future periods, which will affect expense recognized in future periods. See Note 14, Pension Plans, for further information. | |
New Accounting Pronouncements | Recent Accounting Standards |
In January 2015, the FASB issued ASU No. 2015-01, "Income Statement - Extraordinary and Unusual Items (Subtopic 225-20)". The new standard eliminates the concept of extraordinary items and their segregation from the results of ordinary operations and expands presentation and disclosure guidance to include items that are both unusual in nature and occur infrequently. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The adoption of this standard is not expected to have a material impact to the Company's financial statements. | |
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern (ASC Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." The new standard provides guidance regarding management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company's financial statements. | |
In June 2014, the FASB issued ASU No. 2014-12, "Compensation - Stock Compensation (ASC Topic 718) - Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could Be Achieved after the Requisite Service Period." The objective of this standard update is to eliminate inconsistent practices with regards to the accounting treatment of share-based payment awards. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2015. The Company does not expect these changes to have a material impact on its consolidated financial statements. | |
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (ASC Topic 606)." The objective of this standard update is to remove inconsistent practices with regards to revenue recognition between US GAAP and International Financial Reporting Standards ("IFRS"). The standard intends to improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2016; early adoption is not permitted. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements. | |
In April 2014, the FASB issued ASU No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." This standard update requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity's financial results or a business activity classified as held for sale should be reported as discontinued operations. The standard also expands the disclosures for discontinued operations and requires new disclosures related to individually material disposals that do not meet the definition of a discontinued operation. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2014. The Company does not expect these changes to have a material impact on its consolidated financial statements. | |
In July 2013, the FASB issued ASU No. 2013-11, "Income Taxes ("ASC Topic 740") - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The objective is to end some inconsistent practices with regard to the presentation on the balance sheet of unrecognized tax benefits.The update was effective for financial statement periods beginning after December 15, 2013. The Company adopted this standard beginning January 1, 2014. There was no material impact on the Company's condensed consolidated balance sheet as of December 31, 2014. | |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
Recent Accounting Standards - continued | |
In March 2013, the FASB issued ASU No. 2013-05, "Foreign Currency Matters ("ASC Topic 830") - Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." The objective is to resolve the diversity in practice with regard to whether ASC Subtopic 810-10, Consolidation - Overall or ASC Subtopic 830-30 Foreign Currency Matters - Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. The update was effective for financial statement periods beginning after December 15, 2013. The Company has adopted this standard beginning January 1, 2014. There was no impact on the Company's condensed consolidated financial statements for the period ended December 31, 2014. |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Discontinued Operations [Abstract] | ||||||||||||
Schedule of Results of Discontinued Operations | The following table provides information regarding the results of discontinued operations: | |||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
In thousands | ||||||||||||
Net sales of discontinued operations | $ | 23,540 | $ | 27,885 | $ | 49,603 | ||||||
Income from discontinued operations | (3,806 | ) | (2,886 | ) | 1,341 | |||||||
Other income (expense) from discontinued operations | (353 | ) | (292 | ) | (222 | ) | ||||||
Earnings (loss) from discontinued operations before income taxes | (4,159 | ) | (3,178 | ) | 1,119 | |||||||
Income tax benefit/(expense) | 1,235 | 792 | (364 | ) | ||||||||
Earnings (loss) from discontinued operations before gain/(loss) on disposal | (2,924 | ) | (2,386 | ) | 755 | |||||||
Gain/(loss) on disposal of discontinued operations | (7,567 | ) | — | 2,645 | ||||||||
Income tax benefit/(expense) | 2,583 | 420 | (1,322 | ) | ||||||||
Net gain (loss) on disposal of discontinued operations | (4,984 | ) | 420 | 1,323 | ||||||||
Earnings (loss) from discontinued operations | $ | (7,908 | ) | $ | (1,966 | ) | $ | 2,078 | ||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Acquisitions [Abstract] | ||||||||||||
Schedule of Investments in Acquisitions [Table Text Block] | The following table illustrates cash paid for acquisitions: | |||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
In thousands | ||||||||||||
Cash paid for acquisitions completed during the year | $ | 70,948 | $ | 17,284 | $ | 74,465 | ||||||
Cash paid for holdback payments during the year | 3,060 | 828 | 11,951 | |||||||||
Earnout and other payments during the year | 3,610 | 50 | 1,205 | |||||||||
Total cash paid for acquisitions | $ | 77,618 | $ | 18,162 | $ | 87,621 | ||||||
Schedule of Purchase Price Allocation | The assets acquired and liabilities assumed for the 2013 acquisitions were recorded based on their fair value at the date of acquisition as follows (in thousands): | |||||||||||
Cash | $ | 143 | ||||||||||
Accounts receivable, net | 3,122 | |||||||||||
Inventories | 3,423 | |||||||||||
Property, plant and equipment | 446 | |||||||||||
Other tangible assets | 797 | |||||||||||
Goodwill | 9,493 | |||||||||||
Other intangible assets | 4,788 | |||||||||||
Liabilities | (4,248 | ) | ||||||||||
Total of net assets acquired | 17,964 | |||||||||||
Less cash received | (143 | ) | ||||||||||
Net consideration | $ | 17,821 | ||||||||||
The assets acquired and liabilities assumed were recorded based on their fair values at the date of acquisition as follows (in thousands): | ||||||||||||
Cash | $ | 11 | ||||||||||
Accounts receivable | 13,332 | |||||||||||
Inventories | 9,614 | |||||||||||
Property, plant and equipment | 850 | |||||||||||
Other tangible assets | 784 | |||||||||||
Goodwill | 37,804 | |||||||||||
Other intangible assets | 16,870 | |||||||||||
Liabilities | (7,367 | ) | ||||||||||
Net assets acquired | 71,898 | |||||||||||
Less cash received | (11 | ) | ||||||||||
Net consideration | $ | 71,887 | ||||||||||
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounts Receivable, Net [Abstract] | |||||||||
Schedule of Accounts Receivable, Net | Accounts receivable consist of the following: | ||||||||
At December 31, | |||||||||
2014 | 2013 | ||||||||
In thousands | |||||||||
Trade receivables | $ | 141,481 | $ | 125,092 | |||||
U.S. Government contracts: | |||||||||
Billed | 21,909 | 14,364 | |||||||
Costs and accrued profit – not billed | 1,581 | 6,340 | |||||||
Commercial and other government contracts: | |||||||||
Billed | 51,166 | 63,051 | |||||||
Costs and accrued profit – not billed | 21,719 | 853 | |||||||
Less allowance for doubtful accounts | (3,208 | ) | (3,827 | ) | |||||
Total | $ | 234,648 | $ | 205,873 | |||||
Accounts Receivable due to contract changes, negotiated settlements and claims for unanticipated cost [Table Text Block] | Accounts receivable, net includes amounts for matters such as contract changes, negotiated settlements and claims for unanticipated contract costs. These amounts are as follows: | ||||||||
At December 31, | |||||||||
2014 | 2013 | ||||||||
In thousands | |||||||||
Contract changes, negotiated settlements and claims for unanticipated contract costs | $ | 4,561 | $ | 1,021 | |||||
Total | $ | 4,561 | $ | 1,021 | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||||||
Schedule of Fair Value of Financial Instruments That Are Not Carried At Fair Value | The following table provides the carrying value and fair value of financial instruments that are not carried at fair value at December 31, 2014 and 2013: | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
In thousands | Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||
Long-term debt: | |||||||||||||||||
Level 1 | $ | 109,024 | $ | 145,188 | $ | 107,093 | $ | 147,822 | |||||||||
Level 2 | 172,208 | 164,204 | 167,562 | 155,473 | |||||||||||||
Total | $ | 281,232 | $ | 309,392 | $ | 274,655 | $ | 303,295 | |||||||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
INVENTORIES [Abstract] | |||||||||
Schedule of Inventory | Inventories consist of the following: | ||||||||
At December 31, | |||||||||
2014 | 2013 | ||||||||
In thousands | |||||||||
Merchandise for resale | $ | 149,837 | $ | 152,194 | |||||
Raw materials | 19,954 | 20,609 | |||||||
Contracts in process: | |||||||||
U.S. Government, net of progress payments of $8,590 and $10,492 in 2014 and 2013, respectively | 106,036 | 105,737 | |||||||
Commercial and other government contracts | 51,348 | 71,044 | |||||||
Other work in process (including certain general stock materials) | 21,618 | 28,439 | |||||||
Finished goods | 10,948 | 12,472 | |||||||
Total | $ | 359,741 | $ | 390,495 | |||||
Property_Plant_and_Equipment_n1
Property Plant and Equipment, net (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment, Net [Abstract] | |||||||||
Property, Plant and Equipment | Property, plant and equipment, net is summarized as follows: | ||||||||
At December 31, | |||||||||
2014 | 2013 | ||||||||
In thousands | |||||||||
Land | $ | 12,873 | $ | 12,357 | |||||
Buildings | 79,477 | 70,992 | |||||||
Leasehold improvements | 17,341 | 16,480 | |||||||
Machinery, office furniture and equipment | 216,527 | 182,897 | |||||||
Construction in process | 5,436 | 33,064 | |||||||
Total | 331,654 | 315,790 | |||||||
Less accumulated depreciation | (183,829 | ) | (167,282 | ) | |||||
Property, plant and equipment, net | $ | 147,825 | $ | 148,508 | |||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS, NET [Abstract] | |||||||||||||||||||||||||
Schedule of Goodwill | The following table sets forth the change in the carrying amount of goodwill for each reportable segment and for the Company: | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Distribution | Aerospace | Total | Distribution | Aerospace | Total | ||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Gross balance at beginning of period | $ | 105,637 | $ | 114,538 | $ | 220,175 | $ | 96,155 | $ | 110,072 | $ | 206,227 | |||||||||||||
Accumulated impairment | — | (16,252 | ) | (16,252 | ) | — | (14,181 | ) | (14,181 | ) | |||||||||||||||
Net balance at beginning of period | 105,637 | 98,286 | 203,923 | 96,155 | 95,891 | 192,046 | |||||||||||||||||||
Additions | 38,033 | 1,532 | 39,565 | 9,493 | 3,527 | 13,020 | |||||||||||||||||||
Change in goodwill due to the disposal of Delamac | (2,014 | ) | — | (2,014 | ) | — | — | — | |||||||||||||||||
Impairments | — | — | — | — | (2,071 | ) | (2,071 | ) | |||||||||||||||||
Foreign currency translation | (44 | ) | (2,849 | ) | (2,893 | ) | (11 | ) | 939 | 928 | |||||||||||||||
Net balance at end of period | $ | 141,612 | $ | 96,969 | $ | 238,581 | $ | 105,637 | $ | 98,286 | $ | 203,923 | |||||||||||||
Accumulated impairment at end of period | $ | — | $ | (16,252 | ) | $ | (16,252 | ) | $ | — | $ | (16,252 | ) | $ | (16,252 | ) | |||||||||
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Other intangible assets consisted of: | ||||||||||||||||||||||||
At December 31, | At December 31, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Amortization | Gross | Accumulated | Gross | Accumulated | |||||||||||||||||||||
Period | Amount | Amortization | Amount | Amortization | |||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Customer lists / relationships | 6-21 years | $ | 123,005 | $ | (31,868 | ) | $ | 109,790 | $ | (23,647 | ) | ||||||||||||||
Trademarks / trade names | 3-8 years | 3,546 | (2,080 | ) | 2,695 | (1,594 | ) | ||||||||||||||||||
Non-compete agreements and other | 1-9 years | 6,719 | (4,948 | ) | 6,133 | (4,055 | ) | ||||||||||||||||||
Patents | 17 years | 523 | (406 | ) | 523 | (396 | ) | ||||||||||||||||||
Total | $ | 133,793 | $ | (39,302 | ) | $ | 119,141 | $ | (29,692 | ) | |||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated amortization expense for the next five years associated with intangible assets existing as of December 31, 2014, is as follows: | ||||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
2015 | $ | 12,164 | |||||||||||||||||||||||
2016 | $ | 11,650 | |||||||||||||||||||||||
2017 | $ | 11,728 | |||||||||||||||||||||||
2018 | $ | 11,728 | |||||||||||||||||||||||
2019 | $ | 10,609 | |||||||||||||||||||||||
Environmental_Costs_Tables
Environmental Costs (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
ENVIRONMENTAL COSTS [Abstract] | |||||||||
Schedule of Change in Environmental Remediation | The following table displays the activity and balances associated with accruals related to environmental costs included in other accruals and payables and other long-term liabilities: | ||||||||
2014 | 2013 | ||||||||
In thousands | |||||||||
Balance at January 1 | $ | 11,531 | $ | 12,818 | |||||
Additions to accrual | 1,865 | 698 | |||||||
Payments | (2,465 | ) | (1,984 | ) | |||||
Other | (307 | ) | — | ||||||
Changes in foreign currency exchange rates | (26 | ) | (1 | ) | |||||
Balance at December 31 | $ | 10,598 | $ | 11,531 | |||||
Schedule of Future Payments for Environmental Remediation | The following represents estimated future payments for the undiscounted environmental remediation liability related to the Bloomfield campus as of December 31, 2014: | ||||||||
In thousands | |||||||||
2015 | $ | 1,839 | |||||||
2016 | 902 | ||||||||
2017 | 1,003 | ||||||||
2018 | 403 | ||||||||
2019 | 451 | ||||||||
Thereafter | 5,359 | ||||||||
Total | $ | 9,957 | |||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
DEBT [Abstract] | ||||||||||||
Schedule of Long-term Debt Instruments | The Company has long-term debt as follows: | |||||||||||
At December 31, | ||||||||||||
2014 | 2013 | |||||||||||
In thousands | ||||||||||||
Revolving credit agreement | $ | 92,208 | $ | 77,562 | ||||||||
Term loan | 80,000 | 90,000 | ||||||||||
Convertible notes | 109,024 | 107,093 | ||||||||||
Total | 281,232 | 274,655 | ||||||||||
Less current portion | 10,000 | 10,000 | ||||||||||
Total excluding current portion | $ | 271,232 | $ | 264,655 | ||||||||
Schedule of Maturities of Long-term Debt | The aggregate annual maturities of long-term debt for each of the next five years are approximately as follows: | |||||||||||
In thousands | ||||||||||||
2015 | $ | 10,000 | ||||||||||
2016 | 10,000 | |||||||||||
2017 | 267,208 | |||||||||||
2018 | — | |||||||||||
2019 | — | |||||||||||
Schedule of Changes in Conversion Rate for Convertible Notes | 11. DEBT (CONTINUED) | |||||||||||
Convertible Notes - continued | ||||||||||||
The following table illustrates the conversion rate at each date: | ||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||
Convertible Notes | ||||||||||||
Conversion Rate per $1,000 principal amount (1) | 29.6876 | 29.6292 | ||||||||||
Conversion Price (2) | $ | 33.68 | $ | 33.75 | ||||||||
Contingent Conversion Price (3) | $ | 43.79 | $ | 43.88 | ||||||||
Aggregate shares to be issued upon conversion (4) | 3,414,074 | 3,407,357 | ||||||||||
(1) Represents the number of shares of Common Stock hypothetically issuable per $1,000 principal amount of Notes, subject to adjustments per the Convertible Note Indenture dated November 19, 2010. At the date the Company issued the Convertible Notes, the conversion rate initially equaled 29.4499 shares of common stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $33.96 per share of common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events, such as an increase in the dividend paid to shareholders. | ||||||||||||
(2) Represents $1,000 divided by the conversion rate as of such date. The conversion price reflects the strike price of the embedded option within the Convertible Note. Were the Company's share price to exceed the conversion price at conversion the noteholders would be entitled to receive additional consideration either in cash, shares or a combination, the form of which is at the sole discretion of the Company. | ||||||||||||
(3) Prior to May 15, 2017, the notes are convertible only in the following circumstances: (1) during any fiscal quarter commencing after April 1, 2011, and only during any such fiscal quarter, if the last reported sale price of our common stock was greater than or equal to 130% of the applicable conversion price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on the last trading day of the previous fiscal quarter, (2) upon the occurrence of specified corporate transactions, or (3) during the five consecutive business-day period following any five consecutive trading-day period in which, for each day of that period, the trading price for the notes was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on such trading day. On and after May 15, 2017, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances. Upon a change in control or termination of trading, holders of the notes may require us to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount, plus any accrued and unpaid interest. | ||||||||||||
(4) This represents the number of shares hypothetically issuable upon conversion of the principal balance of the Convertible Notes at each date; however, as the terms of the Convertible Notes require net share settlement, the aggregate principal amount of the notes will be paid in cash. Amounts due in excess of the principal, if any, may be settled in cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election. | ||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table illustrates the warrant price at each date: | |||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||
Warrants | ||||||||||||
Warrant Price | $ | 44.05 | $ | 44.14 | ||||||||
Schedule of Equity and Liability Components in Convertible Debt | The carrying amount of the equity component and the principal amount of the liability component, the unamortized discount, and the net carrying amount of the liability are as follows: | |||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||
In thousands | ||||||||||||
Principal amount of liability | $ | 115,000 | $ | 115,000 | ||||||||
Unamortized discount | 5,976 | 7,907 | ||||||||||
Carrying value of liability | $ | 109,024 | $ | 107,093 | ||||||||
Equity component | $ | 13,329 | $ | 13,329 | ||||||||
Interest Expense Associated with Convertible Notes | Interest expense associated with the Convertible Notes consisted of the following: | |||||||||||
For the year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
In thousands | ||||||||||||
Contractual coupon rate of interest | $ | 3,738 | $ | 3,738 | $ | 3,738 | ||||||
Accretion of convertible notes discount | 1,931 | 1,833 | 1,738 | |||||||||
Interest expense - convertible notes | $ | 5,669 | $ | 5,571 | $ | 5,476 | ||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract] | |||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss) are shown below: | ||||||||
2014 | 2013 | ||||||||
In thousands | |||||||||
Foreign currency translation: | |||||||||
Beginning balance | $ | (14,219 | ) | $ | (16,515 | ) | |||
Net gain/(loss) on foreign currency translation | (3,833 | ) | 2,296 | ||||||
Reclassification to net income | (2,624 | ) | — | ||||||
Other comprehensive income/(loss), net of tax | (6,457 | ) | 2,296 | ||||||
Ending balance | $ | (20,676 | ) | $ | (14,219 | ) | |||
Pension and other post-retirement benefits (a): | |||||||||
Beginning balance | $ | (66,317 | ) | $ | (104,551 | ) | |||
Reclassification to net income | |||||||||
Amortization of prior service cost, net of tax expense of $37 and $38, respectively | 61 | 60 | |||||||
Amortization of net loss, net of tax expense of $1,583 and $3,677, respectively | 2,614 | 5,875 | |||||||
Change in net gain, net of tax benefit (expense) of $25,203 and ($20,218), respectively | (41,622 | ) | 32,299 | ||||||
Other comprehensive income/(loss), net of tax | (38,947 | ) | 38,234 | ||||||
Ending balance | $ | (105,264 | ) | $ | (66,317 | ) | |||
Derivative instruments (b): | |||||||||
Beginning balance | $ | (585 | ) | $ | (524 | ) | |||
Net loss on derivative instruments, net of tax benefit of $162 and $104, respectively | (268 | ) | (172 | ) | |||||
Reclassification to net income, net of tax expense of $323 and $66, respectively | 532 | 111 | |||||||
Other comprehensive income/(loss), net of tax | 264 | (61 | ) | ||||||
Ending balance | $ | (321 | ) | $ | (585 | ) | |||
Total accumulated other comprehensive income (loss) | $ | (126,261 | ) | $ | (81,121 | ) | |||
(a) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 14, Pension Plans for additional information) | |||||||||
(b) See Note 6, Derivative Financial Instruments, for additional information regarding our derivative instruments. |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
INCOME TAXES [Abstract] | |||||||||||||
Components of income tax expense (benefit) associated with earnings from continuing operations | The components of income tax expense (benefit) associated with continuing operations are as follows: | ||||||||||||
For the year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
In thousands | |||||||||||||
Current: | |||||||||||||
Federal | $ | 26,296 | $ | 21,916 | $ | 25,110 | |||||||
State | (796 | ) | 3,731 | 1,627 | |||||||||
Foreign | 905 | 1,768 | 1,123 | ||||||||||
26,405 | 27,415 | 27,860 | |||||||||||
Deferred: | |||||||||||||
Federal | 5,256 | 5,688 | (455 | ) | |||||||||
State | (380 | ) | (270 | ) | 915 | ||||||||
Foreign | (559 | ) | (1,245 | ) | (1,572 | ) | |||||||
4,317 | 4,173 | (1,112 | ) | ||||||||||
Total | $ | 30,722 | $ | 31,588 | $ | 26,748 | |||||||
Tax effects of temporary differences that give rise to deferred tax assets and liabilities | The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below: | ||||||||||||
At December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
In thousands | |||||||||||||
Deferred tax assets: | |||||||||||||
Deferred employee benefits | $ | 75,026 | $ | 53,108 | |||||||||
Inventories | 10,332 | 13,797 | |||||||||||
Tax loss and credit carryforwards | 9,895 | 7,540 | |||||||||||
Long-term contracts | 3,477 | 6,345 | |||||||||||
Accrued liabilities and other items | 11,627 | 11,295 | |||||||||||
Total deferred tax assets | 110,357 | 92,085 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Property, plant and equipment | (15,666 | ) | (17,741 | ) | |||||||||
Intangibles | (29,693 | ) | (28,798 | ) | |||||||||
Other items | (3,096 | ) | (4,382 | ) | |||||||||
Total deferred tax liabilities | (48,455 | ) | (50,921 | ) | |||||||||
Net deferred tax assets before valuation allowance | 61,902 | 41,164 | |||||||||||
Valuation allowance | (4,694 | ) | (4,657 | ) | |||||||||
Net deferred tax assets after valuation allowance | $ | 57,208 | $ | 36,507 | |||||||||
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes associated with continuing operations differs from that computed at the federal statutory corporate tax rate as follows: | ||||||||||||
For the year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
In thousands | |||||||||||||
Federal tax at 35% statutory rate | $ | 33,776 | $ | 31,729 | $ | 27,893 | |||||||
State income taxes, net of federal benefit | (765 | ) | 2,250 | 1,652 | |||||||||
Tax effect of: | |||||||||||||
Section 199 Manufacturing deduction | (2,000 | ) | (2,200 | ) | (1,400 | ) | |||||||
Other, net | (289 | ) | (191 | ) | (1,397 | ) | |||||||
Income tax expense | $ | 30,722 | $ | 31,588 | $ | 26,748 | |||||||
Change in the liability for uncertain tax positions | The change in the liability for 2014, 2013 and 2012 is explained as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
In thousands | |||||||||||||
Balance at January 1 | $ | 2,302 | $ | 3,886 | $ | 4,388 | |||||||
Additions based on current year tax positions | 512 | 364 | 258 | ||||||||||
Changes for tax positions of prior years | 33 | (907 | ) | 113 | |||||||||
Settlements | (165 | ) | (264 | ) | (82 | ) | |||||||
Additions due to acquired business | — | 414 | — | ||||||||||
Reductions due to lapses in statutes of limitation | (241 | ) | (1,191 | ) | (791 | ) | |||||||
Balance at December 31 | $ | 2,441 | $ | 2,302 | $ | 3,886 | |||||||
Pension_Plan_Tables
Pension Plan (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
PENSION PLANS [Abstract] | |||||||||||||||||||||||||
Changes in the actuarial present value of the projected benefit obligation and fair value of plan assets | The changes in the actuarial present value of the projected benefit obligation and fair value of plan assets are as follows: | ||||||||||||||||||||||||
For the year ended December 31, | |||||||||||||||||||||||||
Qualified Pension Plan | SERP | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Projected benefit obligation at beginning of year | $ | 641,235 | $ | 706,356 | $ | 9,910 | $ | 12,326 | |||||||||||||||||
Service cost | 11,759 | 14,347 | 256 | 340 | |||||||||||||||||||||
Interest cost | 28,835 | 25,596 | 342 | 311 | |||||||||||||||||||||
Actuarial liability (gain) loss (a) | 84,848 | (78,609 | ) | 660 | (458 | ) | |||||||||||||||||||
Benefit payments | (28,398 | ) | (26,455 | ) | (819 | ) | (2,291 | ) | |||||||||||||||||
(Curtailment) / Settlement | — | — | — | (318 | ) | ||||||||||||||||||||
Projected benefit obligation at end of year | $ | 738,279 | $ | 641,235 | $ | 10,349 | $ | 9,910 | |||||||||||||||||
Fair value of plan assets at beginning of year | $ | 555,400 | $ | 557,653 | $ | — | $ | — | |||||||||||||||||
Actual return on plan assets | 59,731 | 14,202 | — | — | |||||||||||||||||||||
Employer contributions | 10,000 | 10,000 | 819 | 2,291 | |||||||||||||||||||||
Benefit payments | (28,398 | ) | (26,455 | ) | (819 | ) | (2,291 | ) | |||||||||||||||||
Fair value of plan assets at end of year | $ | 596,733 | $ | 555,400 | $ | — | $ | — | |||||||||||||||||
Funded status at end of year | $ | (141,546 | ) | $ | (85,835 | ) | $ | (10,349 | ) | $ | (9,910 | ) | |||||||||||||
Accumulated benefit obligation | $ | 738,279 | $ | 641,235 | $ | 10,349 | $ | 9,910 | |||||||||||||||||
(a) The actuarial liability (gain)/loss amount for the qualified pension plan for 2014 and 2013 is principally due to the effect of changes in the discount rate. Additionally, in 2014 a new set of mortality tables was issued by the Society of Actuaries ("SOA"), which impacted the valuation of the Company's obligations under the qualified pension plan and SERP. | |||||||||||||||||||||||||
Liabilities related to the qualified pension plan and SERP | The Company has recorded liabilities related to our qualified pension plan and SERP as follows: | ||||||||||||||||||||||||
At December 31, | |||||||||||||||||||||||||
Qualified Pension Plan | SERP | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Current liabilities (a) | $ | — | $ | — | $ | (531 | ) | $ | (819 | ) | |||||||||||||||
Noncurrent liabilities | (141,546 | ) | (85,835 | ) | (9,818 | ) | (9,091 | ) | |||||||||||||||||
Total | $ | (141,546 | ) | $ | (85,835 | ) | $ | (10,349 | ) | $ | (9,910 | ) | |||||||||||||
(a) The current liabilities are included in other accruals and payables on the Consolidated Balance Sheets. | |||||||||||||||||||||||||
Schedule of pension costs in future periods | Certain amounts included in accumulated other comprehensive income on the Consolidated Balance Sheets represent costs that will be recognized as components of pension cost in future periods. These consist of: | ||||||||||||||||||||||||
At December 31, | |||||||||||||||||||||||||
Qualified Pension Plan | SERP | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Unrecognized (gain) or loss | $ | 167,329 | $ | 105,269 | $ | 1,609 | $ | 1,040 | |||||||||||||||||
Unrecognized prior service cost | 57 | 156 | — | — | |||||||||||||||||||||
Amount included in accumulated other comprehensive income | $ | 167,386 | $ | 105,425 | $ | 1,609 | $ | 1,040 | |||||||||||||||||
Pension plan net periodic benefit costs and other amounts recognized in other comprehensive loss | The pension plan net periodic benefit costs on the Consolidated Statements of Operations and other amounts recognized in other comprehensive income (loss) on the Consolidated Statements of Comprehensive Income and Consolidated Statements of Shareholders’ Equity were computed using the projected unit credit actuarial cost method and included the following components: | ||||||||||||||||||||||||
For the year ended December 31, | |||||||||||||||||||||||||
Qualified Pension Plan | SERP | ||||||||||||||||||||||||
2014 | 2013 | 2012 | 2014 | 2013 | 2012 | ||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Service cost for benefits earned during the year | $ | 11,759 | $ | 14,347 | $ | 14,075 | $ | 256 | $ | 340 | $ | 380 | |||||||||||||
Interest cost on projected benefit obligation | 28,835 | 25,596 | 26,312 | 342 | 311 | 408 | |||||||||||||||||||
Expected return on plan assets | (41,047 | ) | (41,347 | ) | (37,878 | ) | — | — | — | ||||||||||||||||
Amortization of prior service cost | 98 | 98 | 98 | — | — | — | |||||||||||||||||||
Recognized net loss | 4,106 | 9,291 | 7,844 | 91 | 261 | 169 | |||||||||||||||||||
Additional amount recognized due to curtailment/settlement | — | — | — | — | 276 | 198 | |||||||||||||||||||
Net pension benefit cost | $ | 3,751 | $ | 7,985 | $ | 10,451 | $ | 689 | $ | 1,188 | $ | 1,155 | |||||||||||||
Change in prior service cost | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
Change in net gain or loss | 66,165 | (51,465 | ) | 20,365 | 660 | (1,052 | ) | 815 | |||||||||||||||||
Amortization of prior service cost | (98 | ) | (98 | ) | (98 | ) | — | — | — | ||||||||||||||||
Amortization of net loss | (4,106 | ) | (9,291 | ) | (7,844 | ) | (91 | ) | (261 | ) | (169 | ) | |||||||||||||
Total recognized in other comprehensive income (loss) | $ | 61,961 | $ | (60,854 | ) | $ | 12,423 | $ | 569 | $ | (1,313 | ) | $ | 646 | |||||||||||
Total recognized in net periodic benefit cost and other comprehensive income (loss) | $ | 65,712 | $ | (52,869 | ) | $ | 22,874 | $ | 1,258 | $ | (125 | ) | $ | 1,801 | |||||||||||
Schedule of Defined Benefit Plans Disclosures [Table Text Block] | The following tables show the amount of the contributions made to the Qualified Pension Plan and SERP during each period and the amount of contributions the Company expects to make during 2015: | ||||||||||||||||||||||||
Qualified Pension Plan | SERP | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Contributions | $ | 10,000 | $ | 10,000 | $ | 819 | $ | 2,291 | |||||||||||||||||
Qualified Pension Plan (a) | SERP | ||||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Expected contributions during 2015 | $ | 10,000 | $ | 531 | |||||||||||||||||||||
(a) As of the date of this report, the Company has already contributed this $10.0 million to the qualified pension plan; no further contributions are expected to be made in 2015. | |||||||||||||||||||||||||
Actuarial assumptions used in determining benefit obligations and net periodic benefit of the pension plans | Expected future benefit payments, which reflect expected future service, are as follows: | ||||||||||||||||||||||||
Qualified | SERP | ||||||||||||||||||||||||
Pension Plan | |||||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
2015 | $ | 30,713 | $ | 531 | |||||||||||||||||||||
2016 | 32,441 | 522 | |||||||||||||||||||||||
2017 | 34,053 | 3,014 | |||||||||||||||||||||||
2018 | 35,470 | 500 | |||||||||||||||||||||||
2019 | 37,085 | 488 | |||||||||||||||||||||||
2020-2024 | 206,438 | 4,407 | |||||||||||||||||||||||
Schedule of actuarial assumptions used in determining benefit obligations and net peiodic benefit cost of the pension plans | The actuarial assumptions used in determining benefit obligations of the pension plans are as follows: | ||||||||||||||||||||||||
At December 31, | |||||||||||||||||||||||||
Qualified Pension Plan | SERP | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
Discount rate | 3.8 | % | 4.6 | % | 3.15 | % | 3.6 | % | |||||||||||||||||
The actuarial assumptions used in determining the net periodic benefit cost of the pension plans are as follows: | |||||||||||||||||||||||||
For the year ended December 31, | |||||||||||||||||||||||||
Qualified Pension Plan | SERP | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
Discount rate | 4.6 | % | 3.7 | % | 3.6 | % | 2.85 | % | |||||||||||||||||
Expected return on plan assets | 7.5 | % | 7.5 | % | N/A | N/A | |||||||||||||||||||
Average rate of increase in compensation levels | N/A | N/A | N/A | N/A | |||||||||||||||||||||
Fair value of the Company’s qualified pension plan assets | The fair values of the Company’s qualified pension plan assets at December 31, 2014 and 2013, are as follows: | ||||||||||||||||||||||||
Total Carrying | Quoted prices in | Significant other | Significant | ||||||||||||||||||||||
Value at | active markets | observable | unobservable | ||||||||||||||||||||||
December 31, | (Level 1) | inputs | inputs | ||||||||||||||||||||||
2014 | (Level 2) | (Level 3) | |||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Short-term investments: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | 12,063 | $ | 12,063 | $ | — | $ | — | |||||||||||||||||
Futures contracts | — | — | — | — | |||||||||||||||||||||
Fixed income securities: | |||||||||||||||||||||||||
U.S. Government and agency securities (a) | 83,915 | — | 83,915 | — | |||||||||||||||||||||
Bonds: | |||||||||||||||||||||||||
Corporate fixed income | 112,811 | — | 112,811 | — | |||||||||||||||||||||
Foreign fixed income | — | — | — | — | |||||||||||||||||||||
Other fixed income (b) | 2,080 | — | 2,080 | — | |||||||||||||||||||||
Mutual funds | 93,659 | 93,659 | — | — | |||||||||||||||||||||
Common trust funds | 240,438 | — | 240,438 | — | |||||||||||||||||||||
Corporate stock | 49,802 | 49,802 | — | — | |||||||||||||||||||||
Subtotal | $ | 594,768 | $ | 155,524 | $ | 439,244 | $ | — | |||||||||||||||||
Accrued income/expense | 1,965 | 47 | 1,918 | — | |||||||||||||||||||||
Total | $ | 596,733 | $ | 155,571 | $ | 441,162 | $ | — | |||||||||||||||||
14. PENSION PLANS (CONTINUED) | |||||||||||||||||||||||||
Plan Assets for Qualified Pension Plan - continued | |||||||||||||||||||||||||
Total Carrying | Quoted prices in | Significant other | Significant | ||||||||||||||||||||||
Value at | active markets | observable | unobservable | ||||||||||||||||||||||
December 31, | (Level 1) | inputs | inputs | ||||||||||||||||||||||
2013 | (Level 2) | (Level 3) | |||||||||||||||||||||||
In thousands | |||||||||||||||||||||||||
Short term investments: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | 23,668 | $ | 23,668 | $ | — | $ | — | |||||||||||||||||
Futures contracts | (2,196 | ) | — | (2,196 | ) | — | |||||||||||||||||||
Fixed income securities: | |||||||||||||||||||||||||
US Government and agency securities (a) | 61,592 | — | 61,592 | — | |||||||||||||||||||||
Bonds: | |||||||||||||||||||||||||
Corporate fixed income | 81,601 | — | 81,601 | — | |||||||||||||||||||||
Foreign fixed income | 10,291 | — | 10,291 | — | |||||||||||||||||||||
Other fixed income (b) | 3,467 | — | 3,467 | — | |||||||||||||||||||||
Mutual funds | 71,244 | 71,244 | — | — | |||||||||||||||||||||
Common trust funds | 256,949 | — | 256,949 | — | |||||||||||||||||||||
Corporate stock | 47,035 | 47,035 | — | — | |||||||||||||||||||||
Subtotal | $ | 553,651 | $ | 141,947 | $ | 411,704 | $ | — | |||||||||||||||||
Accrued income | 1,749 | 39 | 1,710 | — | |||||||||||||||||||||
Total | $ | 555,400 | $ | 141,986 | $ | 413,414 | $ | — | |||||||||||||||||
(a) This category represents investments in debt securities issued by the U.S. Treasury, other U.S. government corporations and agencies, states and municipalities. | |||||||||||||||||||||||||
(b) This category primarily represents investments in commercial and residential mortgage-backed securities. | |||||||||||||||||||||||||
Other_LongTerm_Liabilities_Tab
Other Long-Term Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
OTHER LONG-TERM LIABILITIES [Abstract] | |||||||||
Schedule of Other Long-term Liabilities | Other long-term liabilities consist of the following: | ||||||||
At December 31, | |||||||||
2014 | 2013 | ||||||||
In thousands | |||||||||
Supplemental employees' retirement plan ("SERP") | $ | 9,818 | $ | 9,091 | |||||
Deferred compensation | 14,601 | 13,472 | |||||||
Long-term incentive plan | 7,527 | 7,051 | |||||||
Noncurrent income taxes payable | 2,300 | 3,332 | |||||||
Environmental remediation liability | 7,370 | 8,256 | |||||||
Other | 4,031 | 5,836 | |||||||
Total | $ | 45,647 | $ | 47,038 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
COMMITMENTS AND CONTINGENCIES [Abstract] | ||||
Capital Leases in Financial Statements of Lessee Disclosure [Text Block] | Capital Leases | |||
During 2014, the Company entered into a master leasing agreement with PNC Equipment Finance for financing the purchases of equipment, with total capacity of $5.0 million. Such leases are classified as capital for accounting purposes and are recorded at the present value of the future minimum lease payments at the inception of the lease. Amounts due under capital leases are recorded as liabilities, while assets acquired under capital leases are recorded as equipment. Amortization of assets recorded under capital leases is included in depreciation and amortization expense. As of December 31, 2014, commencement of leases under this program has not yet occurred. | ||||
Schedule of Future Minimum Rental Payments for Operating Leases | The following minimum future rental payments are required under operating leases that have initial or remaining non-cancellable lease terms in excess of one year as of December 31, 2014: | |||
In thousands | ||||
2015 | $ | 22,352 | ||
2016 | 16,902 | |||
2017 | 10,357 | |||
2018 | 5,206 | |||
2019 | 3,856 | |||
Thereafter | 8,312 | |||
Total | $ | 66,985 | ||
Computation_of_Earnings_Per_Sh1
Computation of Earnings Per Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
COMPUTATION OF EARNINGS PER SHARE [Abstract] | |||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
In thousands, except per share amounts | |||||||||||||
Earnings from continuing operations | $ | 65,780 | $ | 59,066 | $ | 52,947 | |||||||
Earnings (loss) from discontinued operations, net of tax | (2,924 | ) | (2,386 | ) | 755 | ||||||||
Gain (loss) on disposal of discontinued operations, net of tax | (4,984 | ) | 420 | 1,323 | |||||||||
Net earnings | $ | 57,872 | $ | 57,100 | $ | 55,025 | |||||||
Basic: | |||||||||||||
Weighted average number of shares outstanding | 27,053 | 26,744 | 26,425 | ||||||||||
Earnings per share from continuing operations | $ | 2.43 | $ | 2.21 | $ | 2 | |||||||
Earnings (loss) per share from discontinued operations | (0.11 | ) | (0.09 | ) | 0.03 | ||||||||
Earnings (loss) per share from disposal of discontinued operations | (0.18 | ) | 0.02 | 0.05 | |||||||||
Basic earnings per share | $ | 2.14 | $ | 2.14 | $ | 2.08 | |||||||
Diluted: | |||||||||||||
Weighted average number of shares outstanding | 27,053 | 26,744 | 26,425 | ||||||||||
Weighted average shares issuable on exercise of dilutive stock options | 147 | 159 | 162 | ||||||||||
Weighted average shares issuable on exercise of convertible notes | 577 | 240 | 35 | ||||||||||
Total | 27,777 | 27,143 | 26,622 | ||||||||||
Earnings per share from continuing operations | $ | 2.37 | $ | 2.17 | $ | 1.99 | |||||||
Earnings (loss) per share from discontinued operations | (0.11 | ) | (0.09 | ) | 0.03 | ||||||||
Earnings (loss) per share from disposal of discontinued operations | (0.18 | ) | 0.02 | 0.05 | |||||||||
Diluted earnings per share | $ | 2.08 | $ | 2.1 | $ | 2.07 | |||||||
ShareBased_Arrangements_Tables
Share-Based Arrangements (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
SHARE BASED ARRANGEMENTS [Abstract] | |||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | Stock option activity is as follows: | ||||||||||||
Options | Weighted average- | ||||||||||||
exercise price | |||||||||||||
Options outstanding at December 31, 2013 | 891,932 | $ | 28.18 | ||||||||||
Granted | 186,885 | 39.22 | |||||||||||
Exercised | (163,245 | ) | 23.21 | ||||||||||
Forfeited or expired | (11,481 | ) | 35.68 | ||||||||||
Options outstanding at December 31, 2014 | 904,091 | $ | 31.26 | ||||||||||
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding | The following table presents information regarding options outstanding as of December 31, 2014: | ||||||||||||
Weighted-average remaining contractual term - options outstanding (years) | 6.2 | ||||||||||||
Aggregate intrinsic value - options outstanding (in thousands) | $ | 8,180 | |||||||||||
Weighted-average exercise price - options outstanding | $ | 31.26 | |||||||||||
Options exercisable | 415,955 | ||||||||||||
Weighted-average remaining contractual term - options exercisable (years) | 4.5 | ||||||||||||
Aggregate intrinsic value - options exercisable (in thousands) | $ | 5,816 | |||||||||||
Weighted-average exercise price - options exercisable | $ | 26.33 | |||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table indicates the weighted-average assumptions used in estimating fair value: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Expected option term (years) | 5.1 | 5.2 | 5.4 | ||||||||||
Expected volatility | 37.5 | % | 45.5 | % | 46.5 | % | |||||||
Risk-free interest rate | 1.5 | % | 0.9 | % | 0.9 | % | |||||||
Expected dividend yield | 1.7 | % | 2 | % | 1.9 | % | |||||||
Per share fair value of options granted | $ | 11.6 | $ | 12.38 | $ | 12 | |||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | Restricted Stock activity is as follows: | ||||||||||||
Restricted Stock | Weighted- | ||||||||||||
Awards | average grant | ||||||||||||
date fair value | |||||||||||||
Restricted Stock outstanding at December 31, 2013 | 188,647 | $ | 31.23 | ||||||||||
Granted | 111,071 | 39.89 | |||||||||||
Vested | (85,374 | ) | 31.63 | ||||||||||
Forfeited or expired | (17,791 | ) | 33.8 | ||||||||||
Restricted Stock outstanding at December 31, 2014 | 196,553 | $ | 36.29 | ||||||||||
Segment_and_Geographic_Informa1
Segment and Geographic Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Schedule of Segment Reporting Information, by Segment | Summarized financial information by business segment is as follows: | ||||||||||||
For the year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
In thousands | |||||||||||||
Net sales from continuing operations: | |||||||||||||
Distribution | $ | 1,161,992 | $ | 1,039,954 | $ | 982,573 | |||||||
Aerospace (a) | 632,970 | 613,967 | 580,769 | ||||||||||
Net sales | $ | 1,794,962 | $ | 1,653,921 | $ | 1,563,342 | |||||||
Operating income: | |||||||||||||
Distribution | $ | 56,765 | $ | 46,206 | $ | 49,316 | |||||||
Aerospace (b) | 108,697 | 102,573 | 89,142 | ||||||||||
Net gain (loss) on sale of assets | (233 | ) | (142 | ) | (110 | ) | |||||||
Corporate expense | (54,722 | ) | (45,291 | ) | (46,759 | ) | |||||||
Operating income from continuing operations | 110,507 | 103,346 | 91,589 | ||||||||||
Interest expense, net | 13,382 | 12,294 | 12,113 | ||||||||||
Other expense (income), net | 623 | 398 | (219 | ) | |||||||||
Earnings before income taxes from continuing operations | 96,502 | 90,654 | 79,695 | ||||||||||
Income tax expense | 30,722 | 31,588 | 26,748 | ||||||||||
Earnings from continuing operations | $ | 65,780 | $ | 59,066 | $ | 52,947 | |||||||
(a) Net sales by the Aerospace segment under contracts with U.S. Government agencies (including sales to foreign governments through foreign military sales contracts with U.S. Government agencies) totaled $271.7 million, $262.9 million and $303.5 million in 2014, 2013 and 2012, respectively. | |||||||||||||
(b) Operating income for 2013 includes a 2.1 million non-cash non-tax deductible goodwill impairment charge. Operating income for 2012 includes a $3.3 million loss associated with the resolution of a program related matter. | |||||||||||||
19. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED) | |||||||||||||
At December 31, | |||||||||||||
In thousands | 2014 | 2013 | 2012 | ||||||||||
Identifiable assets (a): | |||||||||||||
Distribution | $ | 547,350 | $ | 480,117 | $ | 449,552 | |||||||
Aerospace | 531,868 | 557,831 | 521,080 | ||||||||||
Corporate (b) | 121,987 | 102,683 | 126,361 | ||||||||||
Total assets | $ | 1,201,205 | $ | 1,140,631 | $ | 1,096,993 | |||||||
Capital expenditures: | |||||||||||||
Distribution | $ | 12,205 | $ | 12,034 | $ | 10,684 | |||||||
Aerospace | 12,044 | 21,193 | 15,293 | ||||||||||
Corporate | 4,034 | 7,625 | 6,409 | ||||||||||
Total capital expenditures | $ | 28,283 | $ | 40,852 | $ | 32,386 | |||||||
Depreciation and amortization: | |||||||||||||
Distribution | $ | 14,461 | $ | 11,236 | $ | 9,347 | |||||||
Aerospace | 16,039 | 15,041 | 13,947 | ||||||||||
Corporate | 5,709 | 5,278 | 4,871 | ||||||||||
Total depreciation and amortization | $ | 36,209 | $ | 31,555 | $ | 28,165 | |||||||
(a) Identifiable assets are year-end assets at their respective net carrying values segregated as to segment and corporate use. | |||||||||||||
(b) For the periods presented, the corporate identifiable assets are principally comprised of cash, short-term and long-term deferred income tax assets, capitalized debt issuance costs, cash surrender value of life insurance policies and fixed assets. | |||||||||||||
Revenue from External Customers by Products and Services [Table Text Block] | The following table summarizes total sales of the Company, which are principally derived from the sale of products: | ||||||||||||
For the year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
in thousands | |||||||||||||
Bearings and Power Transmission (a) | $ | 630,557 | $ | 622,041 | $ | 622,149 | |||||||
Automation, Control and Energy | 300,861 | 271,465 | 220,999 | ||||||||||
Fluid Power | 230,574 | 146,448 | 139,425 | ||||||||||
Military and Defense | 391,532 | 384,088 | 346,290 | ||||||||||
Commercial Aerospace | 241,438 | 229,879 | 234,479 | ||||||||||
Total sales (b) | $ | 1,794,962 | $ | 1,653,921 | $ | 1,563,342 | |||||||
(a) Aerospace bearings are not included in this caption, as they are broken out by Military and Defense and Commercial Aerospace. | |||||||||||||
(b) Service revenue was not material for the years ended December 31, 2014, 2013 and 2012. | |||||||||||||
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | Sales are attributed to geographic regions based on the location to which the product is shipped. Geographic distribution of sales recorded by continuing operations is as follows: | ||||||||||||
For the year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
In thousands | |||||||||||||
North America | $ | 1,576,041 | $ | 1,442,475 | $ | 1,415,370 | |||||||
Europe | 117,686 | 107,297 | 99,187 | ||||||||||
Middle East | 4,378 | 39,357 | 4,023 | ||||||||||
Asia | 29,115 | 32,414 | 29,196 | ||||||||||
Oceania | 65,122 | 28,892 | 10,249 | ||||||||||
Other | 2,620 | 3,486 | 5,317 | ||||||||||
Total | $ | 1,794,962 | $ | 1,653,921 | $ | 1,563,342 | |||||||
Geographic distribution of long-lived assets is as follows: | |||||||||||||
At December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
In thousands | |||||||||||||
United States | $ | 419,457 | $ | 373,268 | |||||||||
United Kingdom | 60,175 | 64,585 | |||||||||||
Germany | 18,842 | 20,260 | |||||||||||
Mexico | 1,774 | 2,978 | |||||||||||
Total | $ | 500,248 | $ | 461,091 | |||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies Segments (Details) | 12 Months Ended |
Dec. 31, 2014 | |
segment | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Primary Business Segments Number | 2 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies Concentration (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 10.00% | |
Sales Revenue, Goods, Net [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 10.00% | |
Geographic Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 13.60% | 13.90% | 10.50% |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies Additional Cash Flow (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Other Significant Noncash Transactions [Line Items] | |||
Capital Lease Obligations Incurred | $1.50 | ||
Accrual for purchases of property and equipment | 0.9 | 3.1 | |
Earnout and other payments related to Business Acquisitions | 1.5 | 3.5 | |
Dividends Payable | 4.3 | 4.3 | 4.3 |
Adjustments to other comprehensive income related to the underfunding of the pension and SERP plans and changes in fair value of derivative financiial insturments | 38.7 | 39 | 8.2 |
Adjustments to other comprehensive income related to underfunding of pension and SERP plans and changes in fair value of derivative financiial insturments, net of tax | $23.40 | $23.60 | $5 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies Revenue Recognition (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Percentage of Pre-Contract Inventory | 1.00% | 1.00% |
Pre-Contract Inventory Including Materials or Tooling | $1.40 | $1.30 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies Cost of Sales and Selling, General and Administrative Expenses (Details) (Distribution [Member], Cost of Sales and Selling, General and Administrative Expenses [Member], USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Distribution [Member] | Cost of Sales and Selling, General and Administrative Expenses [Member] | |||
Component of Operating Other Cost and Expense [Line Items] | |||
Inventory Related Costs Including Purchasing Costs, Receiving Costs and Inspection Costs | $3.40 | $3 | $3 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies Cash and Cash Equivalents (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Bank Overdrafts | $7.30 | $5.20 |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum [Member] | Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Minimum [Member] | Leaseholds and Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 1 year |
Minimum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 40 years |
Maximum [Member] | Leaseholds and Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies Vendor Incentives (Details) (Other Assets Member [Member], Vendor Incentive Receivable [Member], Distribution [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Other Assets Member [Member] | Vendor Incentive Receivable [Member] | Distribution [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other Receivables | $17.70 | $13.90 |
Recovered_Sheet1
Summary of Significant Accounting Policies Self-Insured Retentions (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Supplementary Insurance Information, by Segment [Line Items] | |
Total Liability/Deductible for Group Health Insurance Per Claim | $0.30 |
Total Liability/Deductible for Workers Compensation Per Claim | 0.4 |
Total Liability/Deductible for Product/General and Auto Insurance Per Claim | $0.30 |
Recovered_Sheet2
Summary of Significant Accounting Policies Research and Development (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cost of Sales Member [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Government Research Expenses Included in Cost of Sales | $1.60 | $3.30 | $7.80 |
Operating Expenses [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Research and Development Expense | $6.70 | $7.20 | $5.50 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net sales of discontinued operations | $23,540 | $27,885 | $49,603 |
Income from discontinued operations | -3,806 | -2,886 | 1,341 |
Other income (expense) from discontinued operations | -353 | -292 | -222 |
Earnings (loss) from discontinued operations before income taxes | -4,159 | -3,178 | 1,119 |
Income tax benefit/(expense) | 1,235 | 792 | -364 |
Earnings (loss) from discontinued operations before gain/(loss) on disposal | -2,924 | -2,386 | 755 |
Gain/(loss) on disposal of discontinued operations, before taxes | -7,567 | 0 | 2,645 |
Income tax benefit/(expense) | 2,583 | 420 | -1,322 |
Net gain (loss) on disposal of discontinued operations | -4,984 | 420 | 1,323 |
Earnings (loss) from discontinued operations, net of taxes | -7,908 | -1,966 | 2,078 |
Distribution Segment Mexico Operations [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net gain (loss) on disposal of discontinued operations | -5,300 | ||
Distribution Segment Canadian Operations [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income tax benefit/(expense) | ($300) |
Acquisitions_Cash_Paid_for_Acq
Acquisitions Cash Paid for Acquisitions (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash Paid for Business Acquisitions [Line Items] | |||
Cash paid for acquisitions completed during the year | $70,948 | $17,284 | $74,465 |
Cash paid for holdback payments during the current year | 3,060 | 828 | 11,951 |
Earnout and other payments during the year | 3,610 | 50 | 1,205 |
Total cash paid for acquisitions | $77,618 | $18,162 | $87,621 |
Acquisitions_Details
Acquisitions (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | |||
Goodwill | $238,581 | $203,923 | $192,046 |
2014 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 13,332 | ||
Inventories | 9,614 | ||
Property, plant and equipment | 850 | ||
Other tangible assets | 784 | ||
Goodwill | 37,804 | ||
Other intangible assets | 16,870 | ||
Liabilities | -7,367 | ||
Net assets acquired | 71,898 | ||
Less cash received | -11 | ||
Net consideration | 71,887 | ||
2013 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 3,122 | ||
Inventories | 3,423 | ||
Property, plant and equipment | 446 | ||
Other tangible assets | 797 | ||
Goodwill | 9,493 | ||
Other intangible assets | 4,788 | ||
Liabilities | -4,248 | ||
Net assets acquired | 17,964 | ||
Less cash received | -143 | ||
Net consideration | $17,821 |
Acquisitions_Textuals_Details
Acquisitions Textuals (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | |||
Acquisition Contingency Payments Recorded as Additional Goodwill | $1.50 | $3.50 | |
2014 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Revenue of acquiree since acquisition date | 73.1 | ||
Finite-lived Intangible Assets Acquired | 16.9 | ||
2013 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Revenue of acquiree since acquisition date | 28.8 | 11.1 | |
Finite-lived Intangible Assets Acquired | 4.8 | ||
Orlando Facility [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition Contingency Payments Recorded as Additional Goodwill | 1.5 | 3.5 | 0.2 |
Acquisition Contingency Payments Recorded as Additional Goodwill, Total to Date | 18 | ||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 25 | ||
Customer Relationships [Member] | 2014 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived Intangible Assets Acquired | 14.9 | ||
Customer Relationships [Member] | 2013 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived Intangible Assets Acquired | 4.6 | ||
Customer Relationships [Member] | Minimum [Member] | 2014 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 11 years | ||
Customer Relationships [Member] | Minimum [Member] | 2013 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 7 years | ||
Customer Relationships [Member] | Maximum [Member] | 2014 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 18 years | ||
Customer Relationships [Member] | Maximum [Member] | 2013 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 10 years | ||
Noncompete Agreements [Member] | 2014 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived Intangible Assets Acquired | 1.1 | ||
Noncompete Agreements [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 1 year | ||
Noncompete Agreements [Member] | Minimum [Member] | 2014 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 1 year 6 months | ||
Noncompete Agreements [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 9 years | ||
Noncompete Agreements [Member] | Maximum [Member] | 2014 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 3 years | ||
Noncompete Agreements [Member] | Maximum [Member] | 2013 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 5 years | ||
Trade Names [Member] | 2014 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived Intangible Assets Acquired | 0.9 | ||
Trade Names [Member] | 2013 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived Intangible Assets Acquired | $0.20 | ||
Trade Names [Member] | Minimum [Member] | 2013 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 3 years | ||
Trade Names [Member] | Maximum [Member] | 2014 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 8 years |
Accounts_Receivable_Details
Accounts Receivable (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Less allowance for doubtful accounts | ($3,208) | ($3,827) |
Total | 234,648 | 205,873 |
Contract changes, negotiated settlements and claims for unanticipated contract costs | 4,561 | 1,021 |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | 141,481 | 125,092 |
U.S. Government [Member] | Billed Revenues [Member] | Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | 21,909 | 14,364 |
U.S. Government [Member] | Unbilled Revenues [Member] | Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | 1,581 | 6,340 |
Commercial and Other Government [Member] | Billed Revenues [Member] | Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | 51,166 | 63,051 |
Commercial and Other Government [Member] | Unbilled Revenues [Member] | Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | $21,719 | $853 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements Fair Value Measurements (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt, Long-term and Short-term, Combined Amount | $281,232 | $274,655 | |
Goodwill impairment | 0 | 2,071 | 0 |
Goodwill | 238,581 | 203,923 | 192,046 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt, Long-term and Short-term, Combined Amount | 281,232 | 274,655 | |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt, Long-term and Short-term, Combined Amount | 109,024 | 107,093 | |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt, Long-term and Short-term, Combined Amount | 172,208 | 167,562 | |
Portion at Fair Value, Fair Value Disclosure [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt, Long-term and Short-term, Combined Amount | 309,392 | 303,295 | |
Portion at Fair Value, Fair Value Disclosure [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt, Long-term and Short-term, Combined Amount | 145,188 | 147,822 | |
Portion at Fair Value, Fair Value Disclosure [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt, Long-term and Short-term, Combined Amount | 164,204 | 155,473 | |
VT composites [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Goodwill impairment | 2,100 | ||
Goodwill | 16,800 | ||
VT composites [Member] | Fair Value, Measurements, Nonrecurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Goodwill impairment | $2,100 |
Inventories_Details
Inventories (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | 8-May-13 |
Schedule of Inventory [Line Items] | |||
Merchandise for Resale | $149,837,000 | $152,194,000 | |
Raw Materials | 19,954,000 | 20,609,000 | |
Progress payments | 8,590,000 | 10,492,000 | |
Inventory, Work in Process | 21,618,000 | 28,439,000 | |
Inventory, Finished Goods | 10,948,000 | 12,472,000 | |
Inventory, Net | 359,741,000 | 390,495,000 | |
Other Inventory, Materials, Supplies and Merchandise under Consignment | 7,400,000 | 8,000,000 | |
Inventories include amounts associated with matters such as contract changes, negotiated settlements and claims for unanticipated contract costs | 13,300,000 | 11,600,000 | |
SH 2G(I) New Zealand Contract Value | 120,600,000 | ||
Aerospace [Member] | |||
Schedule of Inventory [Line Items] | |||
General and Administrative Costs in Inventory, Amount Incurred | 39,200,000 | 37,400,000 | |
General and Administrative Costs in Inventory, Amount Remaining | 10,200,000 | 5,400,000 | |
K-MAX® [Member] | |||
Schedule of Inventory [Line Items] | |||
Inventory, Work in Process | 17,200,000 | 17,000,000 | |
SH 2GA Super Seasprite Program [Member] | |||
Schedule of Inventory [Line Items] | |||
Inventory, Work in Process | 23,500,000 | 43,800,000 | |
SH 2 inventory [Member] | |||
Schedule of Inventory [Line Items] | |||
Inventory, Noncurrent | 4,100,000 | ||
U.S. Government [Member] | |||
Schedule of Inventory [Line Items] | |||
Contracts in Process - U.S. Government, net of Progress Payments of $8,590 and $10,492 in 2014 and 2013, respectively | 106,036,000 | 105,737,000 | |
Commercial and Other Government [Member] | |||
Schedule of Inventory [Line Items] | |||
Contracts in process, commercial and other government contracts | $51,348,000 | $71,044,000 |
Property_Plant_and_Equipment_n2
Property Plant and Equipment, net (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $331,654,000 | $315,790,000 | |
Less accumulated depreciation | -183,829,000 | -167,282,000 | |
Property, plant and equipment, net | 147,825,000 | 148,508,000 | |
Depreciation expense | 23,800,000 | 20,800,000 | 18,800,000 |
Capital Leased Assets, Gross | 1,500,000 | ||
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 12,873,000 | 12,357,000 | |
Buildings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 79,477,000 | 70,992,000 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 17,341,000 | 16,480,000 | |
Machinery, office furniture and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 216,527,000 | 182,897,000 | |
Construction in process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $5,436,000 | $33,064,000 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets, Net (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill [Roll Forward] | |||
Gross balance at beginning of period | $220,175 | $206,227 | |
Accumulated impairment | -16,252 | -16,252 | -14,181 |
Net balance at beginning of period | 203,923 | 192,046 | |
Additions | 39,565 | 13,020 | |
Change in goodwill due to the disposal of Delamac | -2,014 | 0 | |
Goodwill impairment | 0 | -2,071 | 0 |
Foreign currency translation | -2,893 | 928 | |
Net balance at end of period | 238,581 | 203,923 | 192,046 |
Fair Value Inputs, Long-term Revenue Growth Rate | 1.00% | ||
Fair Value Inputs, Discount Rate | 1.00% | ||
Aerospace [Member] | |||
Goodwill [Roll Forward] | |||
Gross balance at beginning of period | 114,538 | 110,072 | |
Accumulated impairment | -16,252 | -16,252 | -14,181 |
Net balance at beginning of period | 98,286 | 95,891 | |
Additions | 1,532 | 3,527 | |
Change in goodwill due to the disposal of Delamac | 0 | 0 | |
Goodwill impairment | 0 | -2,071 | |
Foreign currency translation | -2,849 | 939 | |
Net balance at end of period | 96,969 | 98,286 | |
Distribution [Member] | |||
Goodwill [Roll Forward] | |||
Gross balance at beginning of period | 105,637 | 96,155 | |
Accumulated impairment | 0 | 0 | 0 |
Net balance at beginning of period | 105,637 | 96,155 | |
Additions | 38,033 | 9,493 | |
Change in goodwill due to the disposal of Delamac | -2,014 | 0 | |
Goodwill impairment | 0 | 0 | |
Foreign currency translation | -44 | -11 | |
Net balance at end of period | 141,612 | 105,637 | |
Aerosystems [Member] | |||
Goodwill [Roll Forward] | |||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 16.00% | ||
VT composites [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill impairment | -2,100 | ||
Net balance at end of period | $16,800 | ||
Goodwill impairment charge as a percent of reporting units total goodwill | 11.00% |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets, Net Other Intangible Assets (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | $133,793,000 | $119,141,000 | |
Accumulated Amortization | -39,302,000 | -29,692,000 | |
Amortization of Intangible Assets | 10,600,000 | 9,200,000 | 7,400,000 |
2015 | 12,164,000 | ||
2016 | 11,650,000 | ||
2017 | 11,728,000 | ||
2018 | 11,728,000 | ||
2019 | 10,609,000 | ||
Customer Lists and Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 123,005,000 | 109,790,000 | |
Accumulated Amortization | -31,868,000 | -23,647,000 | |
Trademarks and Tradenames [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 3,546,000 | 2,695,000 | |
Accumulated Amortization | -2,080,000 | -1,594,000 | |
Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 6,719,000 | 6,133,000 | |
Accumulated Amortization | -4,948,000 | -4,055,000 | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 523,000 | 523,000 | |
Accumulated Amortization | ($406,000) | ($396,000) | |
Finite-Lived Intangible Assets, Useful Life | 17 years | ||
Minimum [Member] | Customer Lists and Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 6 years | ||
Minimum [Member] | Trademarks and Tradenames [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 3 years | ||
Minimum [Member] | Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 1 year | ||
Maximum [Member] | Customer Lists and Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 21 years | ||
Maximum [Member] | Trademarks and Tradenames [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 8 years | ||
Maximum [Member] | Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 9 years |
Environmental_Costs_Schedule_o
Environmental Costs Schedule of Change in Enviornmental Remediation (Details) (Accruals and Payable and Other Long Term Liabilties [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Accruals and Payable and Other Long Term Liabilties [Member] | ||
Accrual for Environmental Loss Contingencies [Roll Forward] | ||
Balance at January 1 | $11,531 | $12,818 |
Additions to accrual | 1,865 | 698 |
Payments | -2,465 | -1,984 |
Other | -307 | 0 |
Changes in foreign currency exchange rates | -26 | -1 |
Balance at December 31 | $10,598 | $11,531 |
Environmental_Costs_Details
Environmental Costs (Details) (USD $) | Dec. 31, 2014 | Aug. 31, 2008 |
In Thousands, unless otherwise specified | ||
Site Contingency [Line Items] | ||
Undiscounted estimated remediation liability | $9,957 | |
Bloomfield [Member] | ||
Site Contingency [Line Items] | ||
Undiscounted estimated remediation liability | 20,800 | |
Discount rate | 8.00% | |
Accrual for Environmental Loss Contingencies | $10,300 |
Environmental_Costs_Schedule_o1
Environmental Costs Schedule of Future Payments for Environmental Remediation (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Site Contingency [Line Items] | |
2015 | $1,839 |
2016 | 902 |
2017 | 1,003 |
2018 | 403 |
2019 | 451 |
Thereafter | 5,359 |
Total | $9,957 |
Debt_Schedule_of_Maturities_of
Debt Schedule of Maturities of Long-term Debt (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument | ||
Debt, Long-term and Short-term, Combined Amount | $281,232 | $274,655 |
Current portion of long-term debt | 10,000 | 10,000 |
Long-term Debt | 271,232 | 264,655 |
Long-term Debt, Weighted Average Interest Rate | 2.30% | 2.30% |
2015 | 10,000 | |
2016 | 10,000 | |
2017 | 267,208 | |
2018 | 0 | |
2019 | 0 | |
Revolving Credit Facility [Member] | ||
Debt Instrument | ||
Long-term Debt, Gross | 92,208 | 77,562 |
Term loan [Member] | ||
Debt Instrument | ||
Long-term Debt, Gross | 80,000 | 90,000 |
Convertible notes [Member] | ||
Debt Instrument | ||
Long-term Debt, Gross | $109,024 | $107,093 |
Debt_Revolving_Credit_and_Term
Debt Revolving Credit and Term Loan Agreements (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Nov. 20, 2012 | Sep. 20, 2010 | |
Debt Instrument | ||||
Debt Instrument, Interest Rate at Period End | 1.70% | 1.72% | ||
Consolidated Senior Secured Indebtedness to Consolidated EBITDA, Ratio | 3.5 | |||
Consolidated Total Indebtedness to Consolidated EBITDA, Ratio | 4 | |||
Portion of Rent Expense Under Capital Leases That is Treated as Interest Expense, Ratio | 4 | |||
Debt Instrument, Basis Points | 1 | |||
Revolving Credit Facility [Member] | ||||
Debt Instrument | ||||
Long-term Debt, Gross | $92,208,000 | $77,562,000 | ||
Medium-term Notes [Member] | ||||
Debt Instrument | ||||
Line of Credit Facility, Amount Outstanding | 100,000,000 | 42,500,000 | ||
Debt Instrument, Periodic Payment, Principal | 2,500,000 | |||
Debt Instrument, Final Periodic Payment, Principal | 55,000,000 | |||
Long-term Debt, Gross | 80,000,000 | 90,000,000 | ||
JPMorgan Chase Bank NA as Administrative Agent Bank of America NA and RBS Citizens NA as Co-Syndication Agents [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 400,000,000 | |||
Line of Credit Increase in Maximum Borrowing Capacity Due to Accordian Feature | 100,000,000 | |||
Long-term Debt, Gross | 92,200,000 | 77,600,000 | ||
Line of Credit Facility, Remaining Borrowing Capacity | 248,600,000 | |||
JPMorgan Chase Bank NA as Administrative Agent Bank of America NA and RBS Citizens NA as Co-Syndication Agents [Member] | Line of Credit [Member] | ||||
Debt Instrument | ||||
Letters of Credit Outstanding, Amount | 59,200,000 | |||
Co-lead Arrangers Bank of America Securities LLC, JP Morgan Securities LLC, and RBS Citizens N.A. and a Syndicate of Lenders [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 275,000,000 | |||
Line of Credit Facility, Remaining Borrowing Capacity | 285,600,000 | |||
Co-lead Arrangers Bank of America Securities LLC, JP Morgan Securities LLC, and RBS Citizens N.A. and a Syndicate of Lenders [Member] | Line of Credit [Member] | ||||
Debt Instrument | ||||
Letters of Credit Outstanding, Amount | 36,800,000 | |||
Collateral Member One [Member] | Line of Credit [Member] | ||||
Debt Instrument | ||||
Equity Interest In Certain Foreign Subsidiaries | 66.00% | |||
Collateral Member Two [Member] | Line of Credit [Member] | ||||
Debt Instrument | ||||
Equity Interest In Domestic Subsidiaries | 100.00% | |||
NEW ZEALAND | JPMorgan Chase Bank NA as Administrative Agent Bank of America NA and RBS Citizens NA as Co-Syndication Agents [Member] | Line of Credit [Member] | ||||
Debt Instrument | ||||
Letters of Credit Outstanding, Amount | 54,500,000 | |||
Commonwealth of Australia [Member] | Co-lead Arrangers Bank of America Securities LLC, JP Morgan Securities LLC, and RBS Citizens N.A. and a Syndicate of Lenders [Member] | Line of Credit [Member] | ||||
Debt Instrument | ||||
Letters of Credit Outstanding, Amount | $30,300,000 | |||
Minimum [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument | ||||
Line of Credit Facility, Commitment Fee Percentage | 0.20% | |||
Minimum [Member] | Line of Credit [Member] | ||||
Debt Instrument | ||||
Line of Credit Facility, Commitment Fee Percentage | 1.25% | |||
Maximum [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument | ||||
Line of Credit Facility, Commitment Fee Percentage | 0.33% | |||
Maximum [Member] | Line of Credit [Member] | ||||
Debt Instrument | ||||
Line of Credit Facility, Commitment Fee Percentage | 2.13% |
Debt_Convertible_Debt_Details
Debt Convertible Debt (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||||
Nov. 30, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 20, 2012 | |||
Debt Instrument | |||||||
Amortization of Financing Costs | $1,100,000 | $1,100,000 | |||||
Amortization of Debt Discount (Premium) | 1,931,000 | 1,833,000 | 1,738,000 | ||||
Share Price | $40,090 | ||||||
Convertible notes [Member] | |||||||
Debt Instrument | |||||||
Amortization of Financing Costs | 500,000 | 500,000 | 500,000 | ||||
Revolving Credit Facility [Member] | |||||||
Debt Instrument | |||||||
Amortization of Financing Costs | 1,300,000 | ||||||
Convertible notes [Member] | |||||||
Debt Instrument | |||||||
Debt Instrument, Face Amount | 115,000,000 | 115,000,000 | 115,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | ||||||
Proceeds from Convertible Debt | 111,000,000 | ||||||
Use of Debt Proceeds to Repay Borrowings on Revoloving Credit Agreement | 62,200,000 | ||||||
Use of Debt Proceeds to Contribute to Qualified Pension Plan | 25,000,000 | ||||||
Use of Debt Proceeds for the Purchase of Call Options Related to Convertible Note Offering | 13,200,000 | ||||||
Convertible Debt, Features, Closing Sale Price of Common Stock Exceeding Current Converstion Price | 130.00% | ||||||
Conversion Feature, Percentage of Average of Closing Sale Price of Common Stock | 98.00% | ||||||
Purchase of call options related to convertible notes | 13,200,000 | ||||||
Conversation Price Trading Days Prerequisite | 20 days | ||||||
Consecutive Trading Days Ending On The Last Trading Day Of The Previous Fiscal Quarter | 30 days | ||||||
Allows for acquistion of shares related to covertible debt | 3,400,000 | ||||||
Proceeds from Issuance of Warrants | 1,900,000 | ||||||
Conversion rate | 29.4499 | 29.6876 | [1] | 29.6292 | [1] | ||
Conversion Price | $33.68 | [2] | $33.75 | [2] | $33.96 | ||
Contingent conversion price | $43.79 | [3] | $43.88 | [3] | |||
Aggregate shares to be issued upon conversion, convertible | 3,414,074 | [4] | 3,407,357 | [4] | |||
Warrant price | $44.05 | $44.14 | |||||
Convertible debt, carrying value of liability | 101,700,000 | 109,024,000 | 107,093,000 | ||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | 13,300,000 | 13,329,000 | 13,329,000 | ||||
Present Value Discount Rate | 5.25% | ||||||
Deferred Finance Costs, Gross | 3,600,000 | 3,100,000 | |||||
Amortization of Financing Costs | 500,000 | ||||||
Debt Instrument, Unamortized Discount | 5,976,000 | 7,907,000 | |||||
Contractual Coupon Rate of Interest Associated Interest Expense | 3,738,000 | 3,738,000 | 3,738,000 | ||||
Amortization of Debt Discount (Premium) | 1,931,000 | 1,833,000 | 1,738,000 | ||||
Debt Instrument, Convertible, Interest Expense | 5,669,000 | 5,571,000 | 5,476,000 | ||||
Debt Instrument, Convertible, If-converted Value in Excess of Principal | 21,700,000 | ||||||
Convertible Notes Payable, Noncurrent | 109,000,000 | ||||||
JPMorgan Chase Bank NA as Administrative Agent Bank of America NA and RBS Citizens NA as Co-Syndication Agents [Member] | |||||||
Debt Instrument | |||||||
Deferred Finance Costs, Gross | $2,400,000 | ||||||
[1] | Represents the number of shares of Common Stock hypothetically issuable per $1,000 principal amount of Notes, subject to adjustments per the Convertible Note Indenture dated November 19, 2010. At the date the Company issued the Convertible Notes, the conversion rate initially equaled 29.4499 shares of common stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $33.96 per share of common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events, such as an increase in the dividend paid to shareholders. | ||||||
[2] | Represents $1,000 divided by the conversion rate as of such date. The conversion price reflects the strike price of the embedded option within the Convertible Note. Were the Company's share price to exceed the conversion price at conversion the noteholders would be entitled to receive additional consideration either in cash, shares or a combination, the form of which is at the sole discretion of the Company. | ||||||
[3] | Prior to May 15, 2017, the notes are convertible only in the following circumstances: (1) during any fiscal quarter commencing after April 1, 2011, and only during any such fiscal quarter, if the last reported sale price of our common stock was greater than or equal to 130% of the applicable conversion price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on the last trading day of the previous fiscal quarter, (2) upon the occurrence of specified corporate transactions, or (3) during the five consecutive business-day period following any five consecutive trading-day period in which, for each day of that period, the trading price for the notes was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on such trading day. On and after May 15, 2017, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances. Upon a change in control or termination of trading, holders of the notes may require us to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount, plus any accrued and unpaid interest. | ||||||
[4] | This represents the number of shares hypothetically issuable upon conversion of the principal balance of the Convertible Notes at each date; however, as the terms of the Convertible Notes require net share settlement, the aggregate principal amount of the notes will be paid in cash. Amounts due in excess of the principal, if any, may be settled in cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election. |
Debt_Shortterm_Borrowings_Deta
Debt Short-term Borrowings (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Short-term Debt | ||
Notes Payable, Current | $0 | $559,000 |
Amortization of Financing Costs | $1,100,000 | $1,100,000 |
Notes Payable, Other Payables [Member] | ||
Short-term Debt | ||
Short-term Debt, Weighted Average Interest Rate | 2.50% | 2.50% |
Debt_Debt_Issuance_Costs_Detai
Debt Debt Issuance Costs (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2010 | Nov. 20, 2012 |
Debt Instrument | |||||
Amortization of Financing Costs | $1.10 | $1.10 | |||
Write-Off of Capitalized Finance Fees | 0.2 | ||||
Convertible notes [Member] | |||||
Debt Instrument | |||||
Deferred Finance Costs, Gross | 3.1 | 3.6 | |||
Amortization of Financing Costs | 0.5 | ||||
Revolving Credit Facility [Member] | |||||
Debt Instrument | |||||
Amortization of Financing Costs | 1.3 | ||||
JPMorgan Chase Bank NA as Administrative Agent Bank of America NA and RBS Citizens NA as Co-Syndication Agents [Member] | |||||
Debt Instrument | |||||
Deferred Finance Costs, Gross | $2.40 |
Debt_Details
Debt (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Instrument | |||
Debt Instrument, Basis Points | 1 | ||
Interest Paid | $11.90 | $11.30 | $10.20 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Loss) (Details) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Other Comprehensive Income (Loss), Net of Tax | $45,140 | ($40,469) | $3,644 | |||
Accumulated other comprehensive income (loss) | -126,261 | -81,121 | ||||
Tax effect, amortization of prior service cost, pension and other post-retirement benefits | -37 | -38 | ||||
Tax effect of amortization of net gain/loss, pension and other post-retirement benefits | -1,583 | -3,677 | ||||
Change in net gain, pension and other post-retirement benefits, Tax | 25,203 | -20,218 | ||||
Tax effect on gain/loss derivative instruments in OCI before reclassified to net income | 162 | 104 | ||||
Tax effect on gain/loss on derivative instruments reclassified to net income | -323 | -66 | ||||
Accumulated Translation Adjustment [Member] | ||||||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | -3,833 | 2,296 | ||||
Reclassification to net income, foreign currency translation, net of tax | -2,624 | 0 | ||||
Other Comprehensive Income (Loss), Net of Tax | -6,457 | 2,296 | ||||
Accumulated other comprehensive income (loss) | -20,676 | -14,219 | -16,515 | |||
Accumulated Defined Benefit Plans Adjustment [Member] | ||||||
Other Comprehensive Income (Loss), Net of Tax | -38,947 | [1] | 38,234 | [1] | ||
Accumulated other comprehensive income (loss) | -105,264 | [1] | -66,317 | [1] | -104,551 | [1] |
Accumulated Defined Benefit Plan & SERP, Net Prior Service Cost [Member] | ||||||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 61 | [1] | 60 | [1] | ||
Accumulated Defined Benefit Plan & SERP, Amortization of Net Loss [Member] | ||||||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 2,614 | [1] | 5,875 | [1] | ||
Accumulated Defined Benefit Plan & SERP, Change in net gain [Member] | ||||||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | -41,622 | [1] | 32,299 | [1] | ||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ||||||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | -268 | [2] | -172 | [2] | ||
Reclassification to net income, foreign currency translation, net of tax | 532 | [2] | 111 | [2] | ||
Other Comprehensive Income (Loss), Net of Tax | 264 | [2] | -61 | [2] | ||
Accumulated other comprehensive income (loss) | ($321) | [2] | ($585) | [2] | ($524) | [2] |
[1] | (a) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 14, Pension Plans for additional information) | |||||
[2] | (b) See Note 6, Derivative Financial Instruments, for additional information regarding our derivative instruments. |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Current | ||||
Current Federal | $26,296,000 | $21,916,000 | $25,110,000 | |
Current State | -796,000 | 3,731,000 | 1,627,000 | |
Current Foreign | 905,000 | 1,768,000 | 1,123,000 | |
Current Income Tax Expense (Benefit) | 26,405,000 | 27,415,000 | 27,860,000 | |
Deferred | ||||
Deferred Federal | 5,256,000 | 5,688,000 | -455,000 | |
Deferred State | -380,000 | -270,000 | 915,000 | |
Deferred Foreign | -559,000 | -1,245,000 | -1,572,000 | |
Deferred Income Tax Expense (Benefit) | 4,317,000 | 4,173,000 | -1,112,000 | |
Total Income Tax Expense (Benefit) | 30,722,000 | 31,588,000 | 26,748,000 | |
Cash payments of income taxes, net of refunds | 22,800,000 | 33,100,000 | 26,900,000 | |
Income Tax Contingency [Line Items] | ||||
Federal Statutory Income Tax Rate | 35.00% | 35.00% | 35.00% | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 100,000 | 100,000 | 100,000 | |
Unrecognized Tax Benefits | 2,441,000 | 2,302,000 | 3,886,000 | 4,388,000 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $1,700,000 |
Income_Taxes_Deferred_Income_T
Income Taxes Deferred Income Taxes (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Tax effect of temporary differences [Line Items] | |||
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Pensions | $75,026,000 | $53,108,000 | |
Deferred Tax Assets, Inventory | 10,332,000 | 13,797,000 | |
Deferred Tax Assets, Tax Credit Carryforwards | 9,895,000 | 7,540,000 | |
Deferred Tax Assets, Long term contracts | 3,477,000 | 6,345,000 | |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities | 11,627,000 | 11,295,000 | |
Deferred Tax Assets, Gross | 110,357,000 | 92,085,000 | |
Deferred Tax Liabilities, Property, Plant and Equipment | -15,666,000 | -17,741,000 | |
Deferred Tax Liabilities, Other Finite-Lived Assets | -29,693,000 | -28,798,000 | |
Deferred Tax Liabilities, Other | -3,096,000 | -4,382,000 | |
Deferred Tax Liabilities, Net | -48,455,000 | -50,921,000 | |
Net deferred tax assets before valuation allowance | 61,902,000 | 41,164,000 | |
Deferred Tax Assets, Valuation allowance | -4,694,000 | -4,657,000 | |
Net deferred tax assets after valuation allowance | 57,208,000 | 36,507,000 | |
Pre-tax income (loss) from foreign operations | -2,300,000 | -3,000,000 | 1,400,000 |
Undistributed earnings from foreign subsidiaries | 26,600,000 | ||
Distribution Segment Mexico Operations [Member] | |||
Tax effect of temporary differences [Line Items] | |||
Deferred Tax Assets, Capital Loss Carryforwards | $2,700,000 |
Income_Taxes_Tax_Rate_Reconcil
Income Taxes Tax Rate Reconciliation (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Contingency | |||
Federal tax at 35% statutory rate | $33,776 | $31,729 | $27,893 |
State income taxes, net of federal benefit | -765 | 2,250 | 1,652 |
Section 199 Manufacturing deduction | -2,000 | -2,200 | -1,400 |
Tax effect of, Other, net | -289 | -191 | -1,397 |
Income tax expense | $30,722 | $31,588 | $26,748 |
Income_Taxes_Uncertain_Tax_Pos
Income Taxes Uncertain Tax Positions (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $300,000 | $600,000 | $600,000 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 100,000 | 100,000 | 100,000 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at January 1 | 2,302,000 | 3,886,000 | 4,388,000 |
Additions based on current year tax positions | 512,000 | 364,000 | 258,000 |
Changes for tax positions of prior years | 33,000 | -907,000 | 113,000 |
Settlements | -165,000 | -264,000 | -82,000 |
Additions due to acquired business | 0 | 414,000 | 0 |
Reductions due to lapses in statutes of limitation | -241,000 | -1,191,000 | -791,000 |
Balance at December 31 | $2,441,000 | $2,302,000 | $3,886,000 |
Pension_Plan_Obligations_and_F
Pension Plan Obligations and Funded Status (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Defined Benefit Plan Disclosure [Line Items] | |||||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax | $38,947,000 | ($38,234,000) | $8,440,000 | ||
Decrease of deferred tax assets | 25,888,000 | 30,128,000 | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Fair value of plan assets at beginning of year | 555,400,000 | ||||
Fair value of plan assetss at end of year | 596,733,000 | 555,400,000 | |||
Current liabilities (a) | -300,000 | ||||
Noncurrent liabilities | -141,546,000 | -85,835,000 | |||
Supplemental Employee Retirement Plan [Member] | |||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Projected benefit obligation at beginning of year | 9,910,000 | 12,326,000 | |||
Service cost | 256,000 | 340,000 | 380,000 | ||
Interest cost | 342,000 | 311,000 | 408,000 | ||
Actuarial liability (gain) loass (a) | 660,000 | [1] | -458,000 | [1] | |
Benefit payments | -819,000 | -2,291,000 | |||
(Curtailment) / Settlement | 0 | -318,000 | |||
Projected benefit obligation at end of year | 10,349,000 | 9,910,000 | 12,326,000 | ||
Fair value of plan assets at beginning of year | 0 | 0 | |||
Actual return on plan assets | 0 | 0 | |||
Employer contributions | 819,000 | 2,291,000 | |||
Fair value of plan assetss at end of year | 0 | 0 | 0 | ||
Funded status at end of year | -10,349,000 | -9,910,000 | |||
Accumulated benefit obligation | 10,349,000 | 9,910,000 | |||
Current liabilities (a) | -531,000 | -819,000 | |||
Noncurrent liabilities | -9,818,000 | -9,091,000 | |||
Total | -10,349,000 | -9,910,000 | |||
Unrecognized (gain) or loss | 1,609,000 | 1,040,000 | |||
Unrecognized prior service cost (credit) | 0 | 0 | |||
Amount included in accumulated other comprehensive income (loss) | 1,609,000 | 1,040,000 | |||
Qualified pension plan and SERP that will be amortized from accumulated other comprehensive income (loss) in next fiscal year | 200,000 | ||||
Qualified Pension Plan [Member] | |||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Projected benefit obligation at beginning of year | 641,235,000 | 706,356,000 | |||
Service cost | 11,759,000 | 14,347,000 | 14,075,000 | ||
Interest cost | 28,835,000 | 25,596,000 | 26,312,000 | ||
Actuarial liability (gain) loass (a) | 84,848,000 | [1] | -78,609,000 | [1] | |
Benefit payments | -28,398,000 | -26,455,000 | |||
(Curtailment) / Settlement | 0 | 0 | |||
Projected benefit obligation at end of year | 738,279,000 | 641,235,000 | 706,356,000 | ||
Fair value of plan assets at beginning of year | 555,400,000 | 557,653,000 | |||
Actual return on plan assets | 59,731,000 | 14,202,000 | |||
Employer contributions | 10,000,000 | 10,000,000 | |||
Fair value of plan assetss at end of year | 596,733,000 | 555,400,000 | 557,653,000 | ||
Funded status at end of year | -141,546,000 | -85,835,000 | |||
Accumulated benefit obligation | 738,279,000 | 641,235,000 | |||
Current liabilities (a) | 0 | [2] | 0 | ||
Noncurrent liabilities | -141,546,000 | -85,835,000 | |||
Total | -141,546,000 | -85,835,000 | |||
Unrecognized (gain) or loss | 167,329,000 | 105,269,000 | |||
Unrecognized prior service cost (credit) | 57,000 | 156,000 | |||
Amount included in accumulated other comprehensive income (loss) | 167,386,000 | 105,425,000 | |||
Qualified pension plan and SERP that will be amortized from accumulated other comprehensive income (loss) in next fiscal year | $9,600,000 | ||||
[1] | (a) The actuarial liability (gain)/loss amount for the qualified pension plan for 2014 and 2013 is principally due to the effect of changes in the discount rate. Additionally, in 2014 a new set of mortality tables was issued by the Society of Actuaries ("SOA"), which impacted the valuation of the Company's obligations under the qualified pension plan and SERP. | ||||
[2] | (a) The current liabilities are included in other accruals and payables on the Consolidated Balance Sheets |
Pension_Plan_Pension_plan_net_
Pension Plan Pension plan net periodic benefit costs (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Qualified Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost for benefits earned during the year | $11,759 | $14,347 | $14,075 |
Interest cost on projected benefit obligation | 28,835 | 25,596 | 26,312 |
Expected return on plan assets | -41,047 | -41,347 | -37,878 |
Amortization of prior service cost (credit) | 98 | 98 | 98 |
Recognized net loss | 4,106 | 9,291 | 7,844 |
Additional amount recognized due to curtailment/settlement | 0 | 0 | 0 |
Net pension benefit cost | 3,751 | 7,985 | 10,451 |
Change in prior service cost | 0 | 0 | 0 |
Change in net gain or loss | 66,165 | -51,465 | 20,365 |
Amortization of prior service cost (credit) | -98 | -98 | -98 |
Amortization of net gain (loss) | -4,106 | -9,291 | -7,844 |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Tax | 61,961 | -60,854 | 12,423 |
Amount Recognized in Net Periodic Benefit Cost and Other Comprehensive Income (Loss), before Tax | 65,712 | -52,869 | 22,874 |
Supplemental Employee Retirement Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost for benefits earned during the year | 256 | 340 | 380 |
Interest cost on projected benefit obligation | 342 | 311 | 408 |
Expected return on plan assets | 0 | 0 | 0 |
Amortization of prior service cost (credit) | 0 | 0 | 0 |
Recognized net loss | 91 | 261 | 169 |
Additional amount recognized due to curtailment/settlement | 0 | 276 | 198 |
Net pension benefit cost | 689 | 1,188 | 1,155 |
Change in prior service cost | 0 | 0 | 0 |
Change in net gain or loss | 660 | -1,052 | 815 |
Amortization of prior service cost (credit) | 0 | 0 | 0 |
Amortization of net gain (loss) | -91 | -261 | -169 |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Tax | 569 | -1,313 | 646 |
Amount Recognized in Net Periodic Benefit Cost and Other Comprehensive Income (Loss), before Tax | $1,258 | ($125) | $1,801 |
Pension_Plan_Contributions_Det
Pension Plan Contributions (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | |
Qualified Pension Plan [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block | |||
Estimated future employer contributions in next fiscal year | $10,000 | [1] | |
Contributions by employer | 10,000 | 10,000 | |
Supplemental Employee Retirement Plans [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block | |||
Estimated future employer contributions in next fiscal year | 531 | ||
Contributions by employer | $819 | $2,291 | |
[1] | As of the date of this report, the Company has already contributed this $10.0 million to the qualified pension plan; no further contributions are expected to be made in 2015. |
Pension_Plan_Expected_Future_B
Pension Plan Expected Future Benefits (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Qualified Pension Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
2015 | $30,713 | |
2016 | 32,441 | |
2017 | 34,053 | |
2018 | 35,470 | |
2019 | 37,085 | |
2020-2024 | 206,438 | |
Discount rate for calculating benefit obligations | 3.80% | 4.60% |
Discount rate for calculating net periodic benefit cost | 4.60% | 3.70% |
Expected return on plan assets | 7.50% | 7.50% |
Supplemental Employee Retirement Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
2015 | 531 | |
2016 | 522 | |
2017 | 3,014 | |
2018 | 500 | |
2019 | 488 | |
2020-2024 | $4,407 | |
Discount rate for calculating benefit obligations | 3.15% | 3.60% |
Discount rate for calculating net periodic benefit cost | 3.60% | 2.85% |
Pension_Plan_Plan_Assets_for_Q
Pension Plan Plan Assets for Qualified Pension Plan (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Defined Benefit Plan Disclosure [Line Items] | |||||
Actual return on pension plan assets | 11.40% | ||||
Liquidity | 48.50% | ||||
Maximize Return | 51.50% | ||||
Total Carrying Value | ($596,733,000) | ($555,400,000) | |||
Defined Benefit Plan, Fair Value Plan Assets Before Accrued Income | 594,768,000 | 553,651,000 | |||
Defined Benefit Plan, Fair Value of Plan Assets, Accrued Income | 1,965,000 | 1,749,000 | |||
Fair Value, Inputs, Level 1 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | -155,571,000 | -141,986,000 | |||
Defined Benefit Plan, Fair Value Plan Assets Before Accrued Income | 155,524,000 | 141,947,000 | |||
Defined Benefit Plan, Fair Value of Plan Assets, Accrued Income | 47,000 | 39,000 | |||
Fair Value, Inputs, Level 2 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | -441,162,000 | -413,414,000 | |||
Defined Benefit Plan, Fair Value Plan Assets Before Accrued Income | 439,244,000 | 411,704,000 | |||
Defined Benefit Plan, Fair Value of Plan Assets, Accrued Income | 1,918,000 | 1,710,000 | |||
Fair Value, Inputs, Level 3 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | 0 | |||
Defined Benefit Plan, Fair Value Plan Assets Before Accrued Income | 0 | 0 | |||
Defined Benefit Plan, Fair Value of Plan Assets, Accrued Income | 0 | 0 | |||
Cash and Cash Equivalents [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | -12,063,000 | -23,668,000 | |||
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | -12,063,000 | -23,668,000 | |||
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | 0 | |||
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | 0 | |||
Future [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | -2,196,000 | |||
Future [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | 0 | |||
Future [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | -2,196,000 | |||
Future [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | 0 | |||
US Government Securities and agency securities [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | -83,915,000 | [1] | -61,592,000 | [1] | |
US Government Securities and agency securities [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | 0 | [1] | ||
US Government Securities and agency securities [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | -83,915,000 | -61,592,000 | [1] | ||
US Government Securities and agency securities [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | [1] | 0 | [1] | |
Domestic Corporate Securities [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | -112,811,000 | [1] | -81,601,000 | ||
Domestic Corporate Securities [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | [1] | 0 | ||
Domestic Corporate Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | -112,811,000 | [1] | -81,601,000 | ||
Domestic Corporate Securities [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | [1] | 0 | ||
Foreign Securities [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | [1] | -10,291,000 | ||
Foreign Securities [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | [1] | 0 | [2] | |
Foreign Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | [1] | -10,291,000 | [2] | |
Foreign Securities [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | [1] | 0 | [2] | |
Other fixed income [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | -2,080,000 | [2] | -3,467,000 | [2] | |
Other fixed income [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | 0 | [2] | ||
Other fixed income [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | -2,080,000 | -3,467,000 | [2] | ||
Other fixed income [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | [2] | 0 | [2] | |
Mutual Funds [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | -93,659,000 | -71,244,000 | |||
Mutual Funds [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | -93,659,000 | -71,244,000 | |||
Mutual Funds [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | 0 | |||
Mutual Funds [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | 0 | |||
Common Trust Funds [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | -240,438,000 | -256,949,000 | |||
Common Trust Funds [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | 0 | |||
Common Trust Funds [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | -240,438,000 | -256,949,000 | |||
Common Trust Funds [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | 0 | |||
Corporate Stock [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | -49,802,000 | -47,035,000 | |||
Corporate Stock [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | -49,802,000 | -47,035,000 | |||
Corporate Stock [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | 0 | |||
Corporate Stock [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total Carrying Value | 0 | 0 | |||
Qualified Pension Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Managers’ Securities Holdings Percentage Limit of Total Market Value of Manager's Account | 7.50% | ||||
Total Carrying Value | ($596,733,000) | ($555,400,000) | ($557,653,000) | ||
[1] | (a) This category represents investments in debt securities issued by the U.S. Treasury, other U.S. government corporations and agencies, states and municipalities. | ||||
[2] | (b) This category primarily represents investments in commercial and residential mortgage-backed securities. |
Pension_Plan_Other_Plans_Detai
Pension Plan Other Plans (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Defined Benefit Plan Disclosure [Line Items] | |||
Maximum employee contribution rate | 5.00% | ||
Employer plan contributions | $11.20 | $10.40 | $9.30 |
Pension liabilities | $0.30 |
Other_LongTerm_Liabilities_Det
Other Long-Term Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Long-Term Liabilities [Line Items] | ||
Supplemental employees' retirement plan (SERP) | $141,546 | $85,835 |
Total | 45,647 | 47,038 |
Other Liabilties [Member] | ||
Other Long-Term Liabilities [Line Items] | ||
Supplemental employees' retirement plan (SERP) | 9,818 | 9,091 |
Deferred compensation | 14,601 | 13,472 |
Long-term incentive plan | 7,527 | 7,051 |
Noncurrent income taxes payable | 2,300 | 3,332 |
Environmental remediation liability | 7,370 | 8,256 |
Other | 4,031 | 5,836 |
Total | $45,647 | $47,038 |
Commitments_and_Contingencies_1
Commitments and Contingencies Schedule of operating lease commitments (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2015 | $22,352,000 | ||
2016 | 16,902,000 | ||
2017 | 10,357,000 | ||
2018 | 5,206,000 | ||
2019 | 3,856,000 | ||
Thereafter | 8,312,000 | ||
Total | 66,985,000 | ||
Operating Leases, Rent Expense | $25,000,000 | $24,600,000 | $23,600,000 |
Minimum [Member] | |||
Operating Leased Assets [Line Items] | |||
Building and Land, Lease Term | 3 years | ||
Machinery and Equipment, Lease Term | 1 year | ||
Maximum [Member] | |||
Operating Leased Assets [Line Items] | |||
Building and Land, Lease Term | 5 years | ||
Machinery and Equipment, Lease Term | 5 years |
Commitments_and_Contingencies_2
Commitments and Contingencies Capital Leases (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
Total capacity under master lease agreement | $5 |
Commitments_and_Contingencies_3
Commitments and Contingencies Revenue Sharing Agreement with the Commonwealth of Australia (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Loss Contingencies [Line Items] | |
SH2G(A) aircraft returned from Australia | 11 |
Due to the Commonwealth of Australia | $5.30 |
Commonwealth of Australia [Member] | |
Loss Contingencies [Line Items] | |
Cumulative payments Contractual obligation | $32.10 |
Commitments_and_Contingencies_4
Commitments and Contingencies Textuals (Details) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2008 | Dec. 31, 2014 | Dec. 31, 2014 | Aug. 31, 2008 | Dec. 31, 2014 | |
USD ($) | Moosup [Member] | Moosup [Member] | New Hartford [Member] | New Hartford [Member] | United Kingdom [Member] | United Kingdom [Member] | United Kingdom [Member] | Bloomfield [Member] | Bloomfield [Member] | Bloomfield [Member] | |
USD ($) | Other accruals and payables [Member] | USD ($) | Other accruals and payables [Member] | GBP (£) | GBP (£) | Other accruals and payables [Member] | USD ($) | USD ($) | Other accruals and payables [Member] | ||
USD ($) | USD ($) | USD ($) | USD ($) | ||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss Contingency Accrual, Payments | $500,000 | ||||||||||
Escrow Deposit | 4,000,000 | ||||||||||
Accrual for Environmental Loss Contingencies, Payments | 800,000 | 500,000 | 1,200,000 | 8,900,000 | |||||||
Accrual for Environmental Loss Contingencies | 3,200,000 | 2,200,000 | 500,000 | 100,000 | 100,000 | 10,300,000 | 1,700,000 | ||||
Site Contingency, Accrual, Discount Amount | 10,300,000 | ||||||||||
Site Contingency, Accrual, Undiscounted Amount | 9,957,000 | 20,800,000 | |||||||||
Discount rate | 8.00% | ||||||||||
Environmental Exit Costs, Anticipated Cost | 1,600,000 | ||||||||||
Enviromental Remediation Liability Released to Income | £ 400,000 |
Computation_of_Earnings_Per_Sh2
Computation of Earnings Per Share (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Earnings from continuing operations | $65,780 | $59,066 | $52,947 |
Earnings (loss) from discontinued operations, net of taxes | -2,924 | -2,386 | 755 |
Gain (loss) on disposal of discontinued operations, net of taxes | -4,984 | 420 | 1,323 |
Net earnings | $57,872 | $57,100 | $55,025 |
Weighted Average Number of Shares Outstanding, Basic | 27,053,000 | 26,744,000 | 26,425,000 |
Basic earnings per share from continuing operations | $2.43 | $2.21 | $2 |
Basic earnings (loss) per share from discontinued operations | ($0.11) | ($0.09) | $0.03 |
Basic earnings (loss) per share from disposal of discontinued operations | ($0.18) | $0.02 | $0.05 |
Basic earnings per share | $2.14 | $2.14 | $2.08 |
Weighted average shares issuable on exercise of dilutive stock options | 147,000 | 159,000 | 162,000 |
Weighted average shares issuable on exercise of convertible notes | 577,000 | 240,000 | 35,000 |
Weighted Average Number of Shares Outstanding, Diluted | 27,777,000 | 27,143,000 | 26,622,000 |
Diluted earnings per share from continuing operations | $2.37 | $2.17 | $1.99 |
Diluted earnings (loss) per share from discontinued operations | ($0.11) | ($0.09) | $0.03 |
Diluted earnings (loss) per share from disposal of discontinued operations | ($0.18) | $0.02 | $0.05 |
Diluted earnings per share | $2.08 | $2.10 | $2.07 |
Equity awards granted to employees [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 342,994 | 391,717 | 338,248 |
Warrant [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,411,539 | 3,404,626 | 3,396,841 |
ShareBased_Arrangements_Compen
Share-Based Arrangements Compensation Arrangements by Share-based Payment Award (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Share-based compensation expense | $5,411 | $4,973 | $5,865 |
ShareBased_Arrangements_Stock_
Share-Based Arrangements Stock Incentive Plan (Details) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of Shares Authorized | 2,250,000 | ||
Number of Shares Authorized Under the Plan for Each Award Issued, Fair Value Awards | 3 | ||
Number of Shares Authorized Under the Plan for Each Award Issued, Stock Options and Stock Appreciation Rights | 1 | ||
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $1.90 | $1.70 | $2.10 |
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options | 0.8 | 0.5 | 0.9 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $8.60 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 3 years 1 month | ||
Stock Incentive Plan (2003) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of shares available for grant | 1,733,205 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Award vesting rate | 0.2 | ||
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Share-based payment award, vesting period | 5 years | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Share-based payment award, vesting period | 5 years | ||
Award vesting rate | 0.2 | ||
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 10,934 |
ShareBased_Arrangements_Stock_1
Share-Based Arrangements Stock Options Activity (Details) (Stock Options [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding at beginning of period | 891,932 | ||
Granted | 186,885 | ||
Exercised | -163,245 | ||
Forfeited or expired | -11,481 | ||
Outstanding at end of period | 904,091 | 891,932 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options outstanding at beginning of period, Weighted average-exercise price | $31.26 | $28.18 | |
Granted, Weighted Average Grant Date Fair Value | $39.22 | ||
Exercised, Weighted average-exercise price | $23.21 | ||
Forfeited or expired, Weighted average exercise price | $35.68 | ||
Options outstanding at end of period, Weighted average-exercise price | $31.26 | $28.18 | |
Weighted-average remaining contractual term - options outstanding | 6 years 2 months | ||
Aggregate intrinsic value - options outstanding | $8,180,000 | ||
Options exercisable | 415,955 | ||
Weighted-average remaining contractual term - options exercisable | 4 years 6 months | ||
Aggregate intrinsic value - options exercisable | 5,816,000 | ||
Weighted-average exercise price - options exercisable | $26.33 | ||
Intrinsic Value | $2,900,000 | $1,900,000 | $3,200,000 |
Expected option term | 5 years 1 month | 5 years 2 months 5 days | 5 years 5 months 5 days |
Expected volatility | 37.50% | 45.50% | 46.50% |
Risk-free interest rate | 1.50% | 0.90% | 0.90% |
Expected dividend yield | 1.70% | 2.00% | 1.90% |
Per share fair value of options granted | $11.60 | $12.38 | $12 |
ShareBased_Arrangements_Restri
Share-Based Arrangements Restricted Stock Activity (Details) (Restricted Stock [Member], USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | |||
Restricted Stock outstanding at beginning of period | 188,647 | ||
Granted | 111,071 | ||
Vested | -85,374 | ||
Forfeited or expired | -17,791 | ||
Restricted Stock outstanding at end of period | 196,553 | 188,647 | |
Restricted Stock outstanding at beginning of period, Weighted-average grant date fair value | $31.23 | ||
Granted, Weighted Average Grant Date Fair Value | $39.89 | ||
Vested, Weighted Average Grant Date Fair Value | $31.63 | ||
Forfeited or expired, Weighted Average Grant Date Fair Value | $33.80 | ||
Restricted Stock outstanding at end of period, Weighted-average grant date fair value | $36.29 | $31.23 | |
Total fair value of restricted stock awards vested | $4.50 | $4.60 | $5.30 |
ShareBased_Arrangements_Employ
Share-Based Arrangements Employee Stock Pruchase Plan (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of Shares Authorized | 2,250,000 | ||
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Market price after discount, purchase date | 85.00% | ||
Number of Shares Authorized | 1,500,000 | ||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 76,805 | 85,702 | 90,048 |
Number of Shares Available for Grant | 388,632 | ||
Employee Stock Purchase Plan [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Stock Issued During Period, Employee Stock Purchase Plans | 32.48 | 28.34 | 24.09 |
Employee Stock Purchase Plan [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Stock Issued During Period, Employee Stock Purchase Plans | 36.42 | 32.43 | 30.79 |
Segment_and_Geographic_Informa2
Segment and Geographic Information Reconciliation of Income From Segements to Consolidation (Details) (USD $) | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net sales | $1,794,962,000 | $1,653,921,000 | $1,563,342,000 | |||
Net expense due to aerospace segment program related matter | 3,300,000 | |||||
Operating Income (Loss) | 110,507,000 | 103,346,000 | 91,589,000 | |||
Net gain/(loss) on Sale of Other Assets | -233,000 | -142,000 | -110,000 | |||
Interest Expense | 13,382,000 | 12,294,000 | 12,113,000 | |||
Other Nonoperating Income (Expense) | 623,000 | 398,000 | -219,000 | |||
Earnings from continuing operations before income taxes | 96,502,000 | 90,654,000 | 79,695,000 | |||
Total Income Tax Expense (Benefit) | 30,722,000 | 31,588,000 | 26,748,000 | |||
Earnings from continuing operations | 65,780,000 | 59,066,000 | 52,947,000 | |||
Goodwill, impairment loss | 0 | 2,071,000 | 0 | |||
Total assets | 1,201,205,000 | 1,140,631,000 | 1,096,993,000 | |||
Payments to Acquire Property, Plant, and Equipment | 28,283,000 | 40,852,000 | 32,386,000 | |||
Depreciation, Depletion and Amortization | 36,209,000 | 31,555,000 | 28,165,000 | |||
Aerospace [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net sales | 632,970,000 | [1] | 613,967,000 | [1] | 580,769,000 | [1] |
Operating Income (Loss) | 108,697,000 | [2] | 102,573,000 | [2] | 89,142,000 | |
Goodwill, impairment loss | 0 | 2,071,000 | ||||
Total assets | 531,868,000 | [3] | 557,831,000 | [3] | 521,080,000 | [3] |
Payments to Acquire Property, Plant, and Equipment | 12,044,000 | 21,193,000 | 15,293,000 | |||
Depreciation, Depletion and Amortization | 16,039,000 | 15,041,000 | 13,947,000 | |||
Unallocated Amount to Segment [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net gain/(loss) on Sale of Other Assets | -233,000 | -142,000 | -110,000 | |||
Corporate Segment [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Operating Income (Loss) | -54,722,000 | -45,291,000 | -46,759,000 | |||
Total assets | 121,987,000 | [4] | 102,683,000 | [4] | 126,361,000 | [4] |
Payments to Acquire Property, Plant, and Equipment | 4,034,000 | 7,625,000 | 6,409,000 | |||
Depreciation, Depletion and Amortization | 5,709,000 | 5,278,000 | 4,871,000 | |||
Distribution [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net sales | 1,161,992,000 | 1,039,954,000 | 982,573,000 | |||
Operating Income (Loss) | 56,765,000 | 46,206,000 | 49,316,000 | |||
Goodwill, impairment loss | 0 | 0 | ||||
Total assets | 547,350,000 | [3] | 480,117,000 | [3] | 449,552,000 | [3] |
Payments to Acquire Property, Plant, and Equipment | 12,205,000 | 12,034,000 | 10,684,000 | |||
Depreciation, Depletion and Amortization | 14,461,000 | 11,236,000 | 9,347,000 | |||
U.S. Government [Member] | Aerospace [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net sales | 271,700,000 | 262,900,000 | 303,500,000 | |||
Bearings and Power Transmission [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net sales | 630,557,000 | 622,041,000 | 622,149,000 | |||
Automation, control and energy [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net sales | 300,861,000 | 271,465,000 | 220,999,000 | |||
Fluid Power [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net sales | 230,574,000 | 146,448,000 | 139,425,000 | |||
Military and Defense [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net sales | 391,532,000 | 384,088,000 | 346,290,000 | |||
Commercial Aerospace [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net sales | 241,438,000 | 229,879,000 | 234,479,000 | |||
VT composites [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Goodwill, impairment loss | 2,100,000 | |||||
Fair Value, Measurements, Nonrecurring [Member] | VT composites [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Goodwill, impairment loss | $2,100,000 | |||||
[1] | Net sales by the Aerospace segment under contracts with U.S. Government agencies (including sales to foreign governments through foreign military sales contracts with U.S. Government agencies) totaled $271.7 million, $262.9 million and $303.5 million in 2014, 2013 and 2012, respectively. | |||||
[2] | Operating income for 2013 includes a 2.1 million non-cash non-tax deductible goodwill impairment charge. Operating income for 2012 includes a $3.3 million loss associated with the resolution of a program related matter. | |||||
[3] | (a) Identifiable assets are year-end assets at their respective net carrying values segregated as to segment and corporate use. | |||||
[4] | (b) For the periods presented, the corporate identifiable assets are principally comprised of cash, short-term and long-term deferred income tax assets, capitalized debt issuance costs, cash surrender value of life insurance policies and fixed assets. |
Segment_and_Geographic_Informa3
Segment and Geographic Information Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | $500,248 | $461,091 | |
Net sales | 1,794,962 | 1,653,921 | 1,563,342 |
UNITED STATES | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | 419,457 | 373,268 | |
North America [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 1,576,041 | 1,442,475 | 1,415,370 |
Europe | |||
Segment Reporting Information [Line Items] | |||
Net sales | 117,686 | 107,297 | 99,187 |
Middle East | |||
Segment Reporting Information [Line Items] | |||
Net sales | 4,378 | 39,357 | 4,023 |
Asia | |||
Segment Reporting Information [Line Items] | |||
Net sales | 29,115 | 32,414 | 29,196 |
Oceania | |||
Segment Reporting Information [Line Items] | |||
Net sales | 65,122 | 28,892 | 10,249 |
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 2,620 | 3,486 | 5,317 |
UNITED KINGDOM | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | 60,175 | 64,585 | |
GERMANY | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | 18,842 | 20,260 | |
MEXICO | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | $1,774 | $2,978 |
Schedule_II_Valuation_and_Qual1
Schedule II - Valuation and Qualifying Accounts (Details) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Allowance for doubtful accounts [Member] | ||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||
Balance Beginning of Period | $3,827 | $3,148 | $3,294 | |||
Charged to Cost and Expense | 1,171 | 1,635 | 763 | |||
Others (A) | 148 | [1] | 56 | [1] | 322 | [1] |
Deductions (B) | 1,938 | [2] | 1,012 | [2] | 1,231 | [2] |
Balance End of Period | 3,208 | 3,827 | 3,148 | |||
Valuation allowance on deferred tax assets [Member] | ||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||
Balance Beginning of Period | 4,657 | 5,288 | 3,786 | |||
Charged to Cost and Expense | 363 | 531 | 469 | |||
Others | -326 | -1,162 | -1,033 | |||
Balance End of Period | $4,694 | $4,657 | $5,288 | |||
[1] | (A)Additions to allowance for doubtful accounts attributable to acquisitions. | |||||
[2] | (B)Write-off of bad debts, net of recoveries. |